Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 13 TO THE THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT
Dated as of July 29, 2008
AMENDMENT NO. 13 TO THE THIRD AMENDED AND RESTATED CREDIT AND REIMBURSEMENT
AGREEMENT (this "Amendment") among The AES Corporation, a Delaware corporation
(the "Borrower"), the Subsidiary Guarantors, the Bank Parties listed on the
signature pages hereto, CITICORP USA, INC., as administrative agent (the
"Agent") and CITIBANK, N.A., as Collateral Agent, for the Bank Parties (the
"Collateral Agent").
PRELIMINARY STATEMENTS
(1)
WHEREAS, the Borrower is party to a Third Amended and Restated
Credit and Reimbursement Agreement dated as of March 17, 2004 (as amended,
amended and restated, supplemented or otherwise modified up to the date hereof,
the "Existing Bank Credit Agreement"; capitalized terms used herein but not
defined shall be used herein as defined in the Credit Agreement) among the
Subsidiary Guarantors, the Bank Parties, CITIGROUP GLOBAL MARKETS, INC., as Lead
Arranger and Book Runner, BANC OF AMERICA SECURITIES LLC, as Lead Arranger and
Book Runner and as Co-Syndication Agent (for the Initial Term Loan Facility),
DEUTSCHE BANK SECURITIES INC., as Lead Arranger and Book Runner (for the Initial
Term Loan Facility), UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent
(for the Initial Term Loan Facility) and as Lead Arranger and Book Runner and as
Syndication Agent (for the Revolving Credit Facility), LEHMAN COMMERCIAL PAPER
INC., as Co-Documentation Agent (for the Initial Term Loan Facility), UBS
SECURITIES LLC, as Co-Documentation Agent (for the Initial Term Loan Facility),
SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agent (for the Revolving Credit Facility),
CREDIT LYONNAISE NEW YORK BRANCH, as Co-Documentation Agent (for the Revolving
Credit Facility), the Agent and the Collateral Agent; and
(2)
WHEREAS, the Borrower and the Required Banks have agreed, subject
to the terms and conditions hereinafter set forth, to amend and restate the
Existing Bank Credit Agreement as set forth below (as amended and restated the
"Credit Agreement").
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1.
AMENDMENT.
AS OF THE EFFECTIVE DATE, THE CREDIT AGREEMENT
IS HEREBY AMENDED AS FOLLOWS:
THE EXISTING BANK CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED AS SET FORTH
IN ANNEX A HERETO.
SECTION 2.
CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME
EFFECTIVE WHEN, AND ONLY WHEN, AND AS OF THE DATE (THE "EFFECTIVE DATE") ON
WHICH (A) THE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS AMENDMENT EXECUTED
BY THE BORROWER AND EACH OF THE SUBSIDIARY GUARANTORS AND THE REQUIRED BANKS OR,
AS TO ANY OF THE REQUIRED BANKS, ADVICE SATISFACTORY TO THE AGENT THAT SUCH BANK
PARTY HAS EXECUTED THIS AMENDMENT, (B) THE AGENT SHALL HAVE RECEIVED PAYMENT OF
ALL ACCRUED FEES AND EXPENSES OF THE AGENT (INCLUDING THE REASONABLE AND ACCRUED
FEES OF COUNSEL TO THE AGENT INVOICED ON OR PRIOR TO THE DATE HEREOF), (C) THE
AGENT SHALL HAVE RECEIVED A FAVORABLE OPINION OF THE COUNSEL