Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - AES CORP | dp39773_8k.htm |
| EX-10.1 - EXHIBIT 10.1. - AES CORP | dp39773_ex1001.htm |
| EX-10.1A - EXHIBIT 10.1.A - AES CORP | dp39773_ex1001a.htm |
EXHIBIT 10.1.B
APPENDIX I
REVOLVING CREDIT LOAN FACILITY
|
Citibank, N.A.
|
$70,000,000
|
|
Barclays Bank PLC
|
$70,000,000
|
|
Credit Suisse AG Cayman Islands Branch
|
$70,000,000
|
|
Deutsche Bank AG New York Branch
|
$70,000,000
|
|
Morgan Stanley Bank, N.A.
|
$70,000,000
|
|
Royal Bank of Scotland plc
|
$70,000,000
|
|
Union Bank, N.A.
|
$70,000,000
|
|
Bank of America, N.A.
|
$70,000,000
|
|
Goldman Sachs Bank USA
|
$70,000,000
|
|
JPMorgan Chase Bank, N.A.
|
$70,000,000
|
|
BNP Paribas
|
$20,000,000
|
|
Crédit Agricole Corporate and Investment Bank
|
$20,000,000
|
|
HSBC Bank USA, National Association
|
$20,000,000
|
|
Société Générale
|
$20,000,000
|
|
Associated Bank, N.A.
|
$20,000,000
|
SCHEDULE I
As of July 26, 2013
|
PLEDGOR: AES CORP.
|
|||||||
|
Legal Name
|
Jurisdiction of Incorporation
|
Types of
Shares
|
Authorized
Shares
|
Outstanding
Shares
|
Percentage
Owned by AES
|
Certificate
No.
|
% Pledged
|
|
AES Alamitos Development, Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
2
|
100
|
|
AES Barka Services, Inc.
|
Delaware
|
Common
|
200
|
200
|
100
|
4
|
65
|
|
AES Big Sky, L.L.C.
|
Virginia
|
Units
|
1,000
|
10
|
100
|
1
|
100
|
|
AES CAESS Distribution, Inc.
|
Delaware
|
Common
|
100
|
100
|
100
|
3
|
65
|
|
AES California Management Co., Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
4
|
100
|
|
AES Canal Power Services, Inc.
|
Delaware
|
Common
|
100
|
100
|
100
|
3
|
65
|
|
AES Cemig Holdings, Inc.
|
Delaware
|
Common
|
100
|
100
|
100
|
4
|
65
|
|
AES Central American Management Services, Inc.
|
Delaware
|
Common
|
100
|
100
|
100
|
3
|
65
|
|
AES Climate Solutions Holdings, LLC
|
Delaware
|
Units
|
1,000
|
10
|
100
|
1
|
100
|
|
AES Columbia Power, LLC
|
Delaware
|
Units
|
1,000
|
10
|
100
|
2
|
100
|
|
AES Connecticut Management, L.L.C.
|
Delaware
|
Units
|
1,000
|
10
|
100
|
2
|
100
|
|
AES DPL Holdings, LLC
|
Delaware
|
Units
|
1000
|
10
|
100
|
1
|
100
|
|
AES Ecotek Holdings, L.L.C.
|
Delaware
|
Units
|
1,000
|
10
|
100
|
2
|
100
|
|
AES EDC Holding, L.L.C.
|
Delaware
|
Units
|
1,000
|
10
|
100
|
4
|
65
|
1
SCHEDULE I
As of July 26, 2013
|
PLEDGOR: AES CORP.
|
|||||||
|
Legal Name
|
Jurisdiction of Incorporation
|
Types of
Shares
|
Authorized
Shares
|
Outstanding
Shares
|
Percentage
Owned by AES
|
Certificate
No.
|
% Pledged
|
|
AES EEO Distribution, Inc.
|
Delaware
|
Common
|
100
|
100
|
100
|
3
|
65
|
|
AES El Faro Generation, Inc.
|
Delaware
|
Common
|
1,000
|
220
|
100
|
4
|
65
|
|
AES Energy Storage Holdings, LLC
|
Delaware
|
Units
|
N/A
|
10
|
100
|
1
|
100
|
|
AES Engineering, Ltd.
|
Cayman
|
Ordinary
|
50,000
|
1,000
|
100
|
6
|
65
|
|
AES GEH, Inc.
|
Delaware
|
Units
|
N/A
|
100
|
100
|
3
|
65
|
|
AES Hawaii Management Company, Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
5
|
100
|
|
AES Ironwood, Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
4
|
100
|
|
AES Kalaeloa Venture, L.L.C.
|
Delaware
|
Units
|
1,000
|
10
|
100
|
2
|
100
|
|
AES Keystone, L.L.C.
|
Delaware
|
Units
|
N/A
|
10
|
100
|
2
|
100
|
|
AES King Harbor, Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
2
|
100
|
|
AES New York Funding, L.L.C.
|
Delaware
|
Units
|
N/A
|
10
|
100
|
2
|
100
|
|
AES Odyssey, L.L.C.
|
Delaware
|
Units
|
1,000
|
10
|
100
|
2
|
100
|
|
AES Oklahoma Holdings, L.L.C.
|
Delaware
|
Units
|
1,000
|
10
|
100
|
2
|
100
|
|
AES Pacific, Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
1
|
100
|
2
SCHEDULE I
As of July 26, 2013
|
PLEDGOR: AES CORP.
|
|||||||
|
Legal Name
|
Jurisdiction of Incorporation
|
Types of
Shares
|
Authorized
Shares
|
Outstanding
Shares
|
Percentag
Owned by AES
|
Certificate
No.
|
% Pledged
|
|
AES Red Oak, Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
2
|
100
|
|
AES Rio Diamante, Inc.
|
Delaware
|
Common
|
10
|
10
|
100
|
2
|
65
|
|
AES Riverside Holdings, L.L.C.
|
Delaware
|
Common
|
1,000
|
10
|
100
|
2
|
100
|
|
AES Solar Holdings. LLC
|
Delaware
|
Units
|
1,000
|
100
|
100
|
2
|
65
|
|
AES Southland Funding, L.L.C.
|
Delaware
|
Units
|
N/A
|
10
|
100
|
2
|
100
|
|
AES Sparrows Point Holdings, LLC
|
Delaware
|
Units
|
1000
|
10
|
100
|
1
|
100
|
|
AES Stonehaven Holding, Inc.
|
Delaware
|
Common
|
100
|
100
|
100
|
5
|
65
|
|
AES Teal Holding, Inc.
|
Delaware
|
Common
|
100
|
100
|
100
|
3
|
65
|
|
AES Technologies Holdings, LLC
|
Delaware
|
Units
|
1,000
|
10
|
100
|
1
|
100
|
|
AES Texas Funding III, L.L.C.
|
Delaware
|
Units
|
1,000
|
10
|
100
|
4
|
100
|
|
AES Warrior Run Funding, L.L.C.
|
Delaware
|
Units
|
N/A
|
10
|
100
|
2
|
100
|
|
Cavanal Minerals, L.L.C.
|
Delaware
|
Common
|
10
|
10
|
100
|
3
|
100
|
|
IPALCO Enterprises, Inc.
|
Indiana
|
Common
|
290,000,000
|
89,685,177
|
100
|
AES-1
|
100
|
|
AES US Wind Development, L.L.C
|
Delaware
|
Units
|
1,000
|
10
|
100
|
1
|
100
|
3
SCHEDULE I
As of July 26, 2013
|
PLEDGOR: AES CORP.
|
|||||||
|
Legal Name
|
Jurisdiction of Incorporation
|
Types of
Shares
|
Authorized
Shares
|
Outstanding
Shares
|
Percentage
Owned by AES
|
Certificate
No.
|
% Pledged
|
|
AES Western Power Holdings, L.L.C
|
Delaware
|
Units
|
1,000
|
10
|
100
|
2
|
100
|
|
PLEDGOR: AES INTERNATIONAL HOLDINGS II, LTD.
|
|||||||
|
Legal Name
|
Jurisdiction of
Incorporation
|
Types of
Shares
|
Authorized
Shares
|
Outstanding
Shares
|
Percentage
Owned by AES
|
Certificate
No.
|
% Pledged
|
|
AES El Salvador, Ltd.
|
Cayman
|
Ordinary
|
50,000
|
1,000
|
100
|
5
|
65
|
4
Schedule II to the
Amended and Restated Credit,
Reimbursement and Exchange Agreement
ASSIGNED AGREEMENTS
|
Grantor
|
Assigned Agreement
|
|
The AES Corporation
|
Tax Sharing Agreement dated as of June 23, 1987 (as amended, supplemented or modified through the date hereof) among The AES Corporation (formerly known as Applied Energy Services, Inc.), AES Oklahoma Management Co., Inc., AES Shady Point, Inc., Combustion Engineering, Inc., and Union Bank of California N.A. (formerly known as Union Bank), as successor in interest to Security Pacific National Bank, as agent.
|
|
The AES Corporation
|
Tax Sharing Agreement dated as of March 20, 1990 (as amended, supplemented or modified through the date hereof) among The AES Corporation (formerly known as Applied Energy Services, Inc.), AES Hawaii Management Company, Inc., AES Hawaii, Inc. (formerly known as AES Barbers Point, Inc.), and Union Bank of California N.A. (formerly known as Union Bank), as successor in interest to Security Pacific National Bank, as agent.
|
|
The AES Corporation
|
Tax Sharing Agreement dated as of March 28, 2001 among The AES Corporation, IPALCO Enterprises, Inc., and each corporation or other entity listed therein.
|
SCHEDULE Ill
AES CORP.
|
Non-Pledged Subsidiary
|
Jurisdiction of
Incorporation
|
Reason for Exclusion
|
|
AES (India) Private Limited
|
India
|
Pledge prohibited
|
|
AES Americas, Inc.
|
Delaware
|
< $3 million
|
|
AES Andes Energy, Inc.
|
Delaware
|
< $3 million
|
|
AES Angel Falls, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Argentina, Inc.
|
Delaware
|
< $3 million
|
|
AES Arlington Services, LLC
|
Delaware
|
< $3 million
|
|
AES Atlantic, Inc.
|
Delaware
|
< $3 million
|
|
AES Aurora, Inc.
|
Delaware
|
< $3 million
|
|
AES Bainbridge Holdings, LLC
|
Delaware
|
< $3 million
|
|
AES Battery Rock Holdings LNG, LLC
|
Delaware
|
< $3 million
|
|
AES Big Cedar Holdings, LLC
|
Delaware
|
< $3 million
|
|
AES Brazil, Inc.
|
Delaware
|
< $3 million
|
|
AES BVI Holdings I, Inc.
|
Delaware
|
< $3 million
|
|
AES BVI Holdings II, Inc.
|
Delaware
|
< $3 million
|
|
AES Calgary, Inc.
|
Delaware
|
< $3 million
|
|
AES Canada, Inc.
|
Delaware
|
< $3 million
|
|
AES Cartagena Holdings BV
|
The Netherlands
|
Pledge prohibited (New holding
company for Cartagena)
|
|
AES Cemig Empreendimentos, Inc.
|
Cayman Islands
|
Pledge prohibited
|
|
AES Central Valley, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Communications Latin America, Inc.
|
Delaware
|
< $3 million
|
|
AES Coral, Inc.
|
Delaware
|
< $3 million
|
|
AES Desert Power, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Development de Argentina S.A.
|
Argentina
|
< $3 million
|
|
AES Disaster Relief Fund
|
Virginia
|
< $3 million
|
|
AES Drax Financing, Inc.
|
Delaware
|
< $3 million
|
|
AES Ecotek International Holdings, Inc.
|
Cayman Islands
|
< $3 million
|
|
AES Edelap Funding Corporation, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Endeavor, Inc.
|
Delaware
|
< $3 million
|
|
AES Energy and Natural Resources, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Energy Mexico, Inc.
|
Delaware
|
< $3 million
|
|
AES Finance and Development, Inc.
|
Delaware
|
< $3 million
|
|
AES Frontier Development, Inc.
|
Delaware
|
< $3 million
|
|
AES Gasification Project Holdings, LLC
|
Delaware
|
< $3 million
|
|
AES Global Insurance Company
|
Vermont
|
Pledge prohibited
|
|
AES Global Mobility Services, LLC
|
Delaware
|
< $3 million
|
|
AES GPH Holdings, Inc.
|
Delaware
|
< $3 million
|
|
AES Highgrove Holdings, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Huntington Beach Development II, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Huntington Beach Development, L.L.C.
|
Delaware
|
< $3 million
|
|
AES India, L.L.C.
|
Delaware
|
< $3 million
|
|
AES Indiana Holdings, L.L.C..
|
Delaware
|
< $3 million
|
|
AES International Holdings II, Ltd.
|
British Virgin Islands
|
Pledge prohibited
|
|
AES Mexico Development, S. de R.L. de C.V.
|
Mexico
|
< $3 million
|
|
AES Mobile Power Holdings, LLC
|
Delaware
|
< $3 million
|
|
AES NA Central, L.L.C.
|
Delaware
|
< $3 million
|
|
AES New Hampshire Biomass, Inc.
|
New Hampshire
|
Pledge prohibited
|
|
AES North America Development, LLC
|
Delaware
|
< $3 million
|
|
AES North America Hydro, LLC
|
Delaware
|
< $3 million
|
|
AES North America Pacific Group SGA, LLC
|
Delaware
|
< $3 million
|
|
AES Oasis Energy, Inc.
|
Delaware
|
< $3 million
|
1
|
AES Oasis Finco, Inc.
|
Delaware
|
Pledge prohibited
|
|
AES Oasis Holdco, Inc.
|
Delaware
|
Pledge prohibited
|
|
AES Oasis Private Ltd.
|
Singapore
|
< $3 million
|
|
AES Oman Holdings, Ltd.
|
Cayman Islands
|
Pledge prohibited
|
|
AES Orient, Inc.
|
Delaware
|
< $3 million
|
|
AES Orissa Distribution Private Limited
|
India
|
< $3 million
|
|
AES Pacific, L.LC.
|
Delaware
|
< $3 million
|
|
AES Pakistan Operations, Ltd.
|
Delaware
|
< $3 million
|
|
AES Parana II Limited Partnership
|
Cayman Islands
|
< $3 million
|
|
AES Puerto Rico Services, Inc.
|
Delaware
|
< $3 million
|
|
AES Rio Diamante, Inc.
|
Delaware
|
< $3 million
|
|
AES Sao Paulo, Inc.
|
Delaware
|
< $3 million
|
|
AES Services. Inc.
|
Delaware
|
< $3 million
|
|
AES Silk Road, Inc.
|
Delaware
|
< $3 million
|
|
AES Songas Holdings, Ltd.
|
Cayman Islands
|
Pledge prohibited
|
|
AES South American Holdings, Ltd. .
|
Cayman Islands
|
Pledge prohibited
|
|
AES Somerset 2 Holdings, LLC
|
Delaware
|
< $3 million
|
|
AES Sparrows Point Holdings, LLC
|
Delaware
|
< $3 million
|
|
AES Sui, L.L.C.
|
Delaware
|
Pledge prohibited
|
|
AES Transmission Holdings, LLC
|
Delaware
|
< $3 million
|
|
AES Transpower Australia Pty Ltd.
|
Australia
|
< $3 million
|
|
AES Transpower Private Ltd.
|
Singapore
|
< $3 million
|
|
AES Transpower, Inc.
|
Delaware
|
Pledge prohibited
|
|
AES UK Power Holdings Limited
|
United Kingdom
|
< $3 million
|
|
AES UK Power. L.L.C.
|
Delaware
|
< $3 million
|
|
Health and Welfare Benefit Plans LLC
|
Delaware
|
< $3 million
|
|
lnversora AES Americas S.A.
|
Argentina
|
< $3 million
|
|
Mid-Atlantic Express Holdings, L.L.C.
|
Delaware
|
< $3 million
|
|
TEG/TEP Management, LLC
|
Delaware
|
< $3 million
|
|
Thermo Fuels Company, Inc.
|
California
|
< $3 million
|
2
|
Non-Pledged Subsidiary
|
Jurisdiction of Incorporation
|
Reason for Exclusion
|
|
AES INTERNATIONAL HOLDINGS II, LTD
|
||
|
AES Argentina Investments, Ltd.
|
Cayman Islands
|
Pledge Prohibited
|
|
AES Bandeirante, Ltd.
|
Cayman Islands
|
<$3 million
|
|
AES Forca Empreendimentos Ltda
|
Brazil
|
Pledge Prohibited
|
|
AES Forca, Ltd.
|
Cayman Islands
|
Pledge Prohibited
|
|
AES Holanda Holdings C.V.
|
The Netherlands
|
<$3 million
|
|
AES Holdings Brasil Ltda.
|
Brazil
|
Pledge Prohibited
|
|
AES lntercon II, Ltd.
|
Cayman Islands
|
Pledge Prohibited
|
|
AES lnterenergy, Ltd.
|
Cayman Islands
|
Pledge Prohibited
|
|
AES Merida Management Services, S. de R.L. de C.V.
|
Mexico
|
<$3 million
|
|
AES Pak Gen Holdings, Inc.
|
Mauritius
|
Pledge Prohibited
|
|
AES Pak Holdings, Ltd.
|
British Virgin Islands
|
<$3 million
|
|
AES Pakistan Holdings
|
Mauritius
|
<$3 million
|
|
AES Peru S.R.L.
|
Peru
|
<$3 million
|
|
AES Pirin Holdings, Ltd.
|
Cayman Islands
|
<$3 million
|
|
AES Santa Ana, Ltd.
|
Cayman Islands
|
<$3 million
|
|
AES Santa Branca, Ltd.
|
Cayman Islands
|
<$3 million
|
|
AES Servicios Electricos Limitada de Capital Variable
|
El Salvador
|
<$3 million
|
|
AES South Point, Ltd.
|
Cayman Islands
|
<$3 million
|
|
AES Tiete SA
|
Brazil
|
Pledge Prohibited
|
|
AES Yucatan, S. de R.L. de C.V.
|
Mexico
|
<$3 million
|
|
CCS Telecarrier
|
Cayman Islands
|
<$3 million
|
3
SCHEDULE IV: EXCLUDED AES ENTITIES
As of July 26, 2013
BRAZIL
AES Americas International Holdings, Limited
AES Bandierante Ltd.
AES Brasil Ltda.
AES Brazilian Holdings, Ltd.
AES Brazil International Holdings, Limited
AES Cayman Guaiba, Ltd.
AES Cayman I
AES Cayman Pampas, Ltd.
AES Cemig Empreendimentos, Inc.
AES Cemig Holdings, Inc.
AES Communications Rio de Janeiro S.A.
AES Communications Latin America, Inc.
AES Com Sul Ltda.
AES Eletrolight, Ltd.
AES Elpa S.A.
AES Energia I, Ltd.
AES Energia II, Ltd.
AES Florestal Ltda.
AES Forca Ltd.
AES Guaiba II Empreendimentos Ltda.
AES Holdings Brasil, Ltda.
AES Infoenergy Ltda.
AES Intercon II, Ltd.
AES Interenergy, Ltd.
AES International Holdings III, Ltd.
AES Minas PCH Ltda.
AES Mineral Ltda.
AES Pasadena, Inc.
AES Rio PCH Ltda.
AES Santa Branca I, Ltd.
AES Santa Branca II, Ltd.
AES SEB Holdings, Ltd
AES South American Holdings, Ltd.
AES Sul Distribuidora Gaucha de Energia S.A.
AES Termo Bariri Ltda.
AES Termosul Empreendimentos Ltda.
AES Termosul I, Ltd.
AES Termosul II, Ltd.
AES Tiete Holdings Ltd.
AES Tiete Participacoes S.A.
AES Trade I, Ltd.
AES Trade II, Ltd.
AES Transgas I, Ltd.
AES Treasure Cove, Ltd.
AES Uruguaiana Empreedimentos S.A.
AES Uruguaiana, Inc.
Cayman Energy Traders
1 of 3
SCHEDULE IV: EXCLUDED AES ENTITIES
As of July 26, 2013
Companhia Brasiliana de Energia
Companhia de Gas de Minas Gerais, S.A.
AES Tiete S.A.
Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.
Eletropaulo Telecomunicacoes, Ltda.
Southern Electric Brazil Participacoes, Ltda.
ARGENTINA
AES Alicura Holdings S.C.A.
AES Andes Energy, Inc.
AES Angel Falls, L.L.C.
AES Argentina Generacion S.A.
AES Argentina Holdings, S.C.A.
AES Argentina Investments, Ltd.
AES Argentina Operations, Ltd.
AES Argentina, Inc.
AES Asociados S.A.
AES Caracoles III, L.P.
AES Caracoles S.R.L.
AES Development de Argentina S.A.
AES Edelap Funding Corporation, L.L.C.
AES Electroinversora Espana S.L.
AES Enercom S.R.L.
AES Energy, Ltd.
La Plata I Empreendimentos Ltda.
La Plata II Empreendimentos Ltda.
AES Ocean Springs, Ltd.
AES Operadora S.A.
AES Parana Gas S.A.
AES Parana Holdings, Ltd.
AES Parana II Limited Partnership
AES Parana Operations S.R.L.
AES Parana Propiedades S.A.
AES Parana S.C.A.
AES Parana Uruguay S.R.L.
AES Platense Investments Uruguay S.R.L.
AES Rio Diamate, Inc.
AES San Nicolas Holding Espana, S.L.
AES San Nicolas, Inc.
AES South Point, Ltd.
AESEBA S.A.
Asociados de Electricidad, S.A.
B.A. Services S.R.L
Camille, Ltd.
Central Termoelectrica Guillermo Brown S.A.
CMS Generation San Nicolas Company
Energen S.A.
2 of 3
SCHEDULE IV: EXCLUDED AES ENTITIES
As of July 26, 2013
Gasoducto GasAndes Argentina S.A.
Gener Argentina S.A.
InterAndes, S.A.
Inversora AES Americas Holdings Espana, S.L.
Inverorsa de San Nicolas S.A.
Inversora AES Americas, S.A.
La Plata II, Ltd.
La Plata Partners L.P.
Shazia S.R.L.
TermoAndes S.A.
3 of 3
SCHEDULE 5.15: EXISTING AGREEMENTS WITH AFFILIATES
None.
AMENDED SCHEDULE V: QUALIFIED HOLDING COMPANIES
AES Argentina Holdings S.C.A.
AES Baltic Holdings BV
AES Barka Services 1 (Cayman) Ltd.
AES Barka Services 2 (Cayman) Ltd.
AES Barka Services 1 (Mauritius) Ltd.
AES Barka Services 2 (Mauritius) Ltd.
AES Brazilian Holdings, Ltd.
AES Bridge I Ltd.
AES Bridge II Ltd.
AES Canal Power Services, Inc.
AES Cayman Island Holdings, Ltd.
AES Cemig Empreendimentos, Inc.
AES Cemig Empreendimentos II, Ltd.
AES Central American Mgmt Services, Inc.
AES Chaparron I, Ltd.
AES Chaparron II, Ltd.
AES Chigen Holdings Ltd.
AES Communications Latin America, Inc.
AES Denmark GP Holding I ApS
AES Denmark GP Holding II ApS
AES EDC Funding II, LLC
AES EDC Holding, LLC
AES GEI US Finance, Inc.
AES Global Power Holdings BV
AES International Holdings Ltd.
AES Isthmus Energy, S.A.
AES LNG Holding II, Ltd.
AES Medway Electric Ltd.
AES Nigeria Holdings Ltd.
AES Oasis Holdco (Cayman) Ltd.
AES Oman Holdings Ltd.
AES Panama Holding Ltd.
AES Platense Investments Uruguay S.C.A.
AES Qatar Holdings Ltd.
AES Shannon Holdings BV
AES Songas Holdings Ltd.
AES Summit Generation Ltd.
AES Tisza Holdings BV
AES Transgas I, Ltd.
AES Transgas II, Ltd.
AES UK Holdings Limited
AES UK Power Holdings Ltd.
AES Venezuela Finance Ltd.
AES VFL Holdings, L.L.C.
Global Energy Investment CV
Global Energy Holdings CV
La Plata II, Ltd.
La Plata III, Ltd.
Siram Investments BV
Schedule VI - Existing Debt
|
Amount
|
||||
|
Sr. Secured First Priority Notes due 2005
|
155,718,000 | |||
|
Sr. Secured Second Priority Notes due 2013
|
1,200,000,000 | |||
|
Sr. Secured Second Priority Notes due 2015
|
600,000,000 | |||
|
Senior Notes due June 2008
|
223,262,000 | |||
|
Senior Notes due June 2009
|
310,097,040 | |||
|
Senior Notes due June 2009
|
159,746,960 | |||
|
Senior Notes due September 2010
|
422,665,000 | |||
|
Senior Notes due January 2011
|
313,186,000 | |||
|
Senior Notes due February 2011 (£)*
|
160,809,856 | |||
|
Senior Notes due March 2014
|
500,000,000 | |||
|
Senior Subordinated Notes due August 2007
|
169,619,000 | |||
|
Senior Subordinated Notes due November 2007
|
218,949,000 | |||
|
Senior Subordinated Notes due November 2029
|
115,258,000 | |||
|
Junior Convertible Debentures due August 2005
|
142,134,000 | |||
|
Guarantees of Debt
|
155,503,000 | |||
|
Letters of Credit outside Revolving Credit Facility
|
18,750,000 | |||
|
Surety Bonds
|
3,682,870 | |||
|
Total Debt
|
4,869,380,726 | |||
* Exchange Rate of 1.7995 on March 9, 2003
SCHEDULE VII to the
Fifth Amended and Restated
Credit and Reimbursement Agreement
REVOLVING FRONTING BANKS
Citicorp USA, Inc.
Bank of America, N.A.
Union Bank, N.A.
Credit Agrícole Corporate and Investment Bank
Credit Suisse AG, Cayman Islands Branch
EXHIBIT A-1 to the
Sixth Amended and Restated Credit
and Reimbursement Agreement
FORM OF REVOLVING CREDIT LOAN NOTE
|
New York, New York
|
______________, 20__
|
For value received, The AES Corporation, a Delaware corporation (the “Borrower”), promises to pay to ___________ (the “Bank”) or its registered assigns, for the account of its Applicable Lending Office (as defined in the Credit and Reimbursement Agreement referred to below), the unpaid principal amount of each Revolving Credit Loan (as defined in the Credit and Reimbursement Agreement referred to below) made by the Bank to the Borrower pursuant to the Credit and Reimbursement Agreement referred to below on the dates and in the amounts specified in the Credit and Reimbursement Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit and Reimbursement Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other same day funds at the place of payment specified in the Credit and Reimbursement Agreement.
All Revolving Credit Loans made by the Bank, the respective types thereof and all repayments of the principal thereof shall be recorded by the Bank and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make (or any error in making) any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit and Reimbursement Agreement.
This Revolving Credit Loan Note is one of the Notes referred to in the Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit and Reimbursement Agreement”) among the Borrower, the Bank and certain other banks party thereto, Citibank, N.A., as the Agent for the Bank Parties, Citibank, N.A. as the Collateral Agent for the Bank Parties and the other arrangers and agents party thereto. Terms defined in the Credit and Reimbursement Agreement and not otherwise defined herein are used herein with the same meanings. Reference is made to the Credit and Reimbursement Agreement for provisions for the guarantee hereof in certain circumstances, the prepayment hereof and the acceleration of the maturity hereof.
Revolving Credit Loan Note
This Revolving Credit Loan Note is assignable to one or more Persons as provided in the Credit and Reimbursement Agreement and the Borrower agrees to issue from time to time replacement Notes in the form hereof to facilitate such assignments.
The Obligations of the Borrower under this Revolving Credit Loan Note and the other Financing Documents, and the Obligations of the other Loan Parties under the Financing Documents, are secured by the Creditor Group Collateral as provided in the Financing Documents.
This Revolving Credit Loan Note shall be governed by, and construed in accordance with, the laws of the State of New York.
|
THE AES CORPORATION
|
|||
| By: | |||
| Name: | |||
| Title: | |||
Revolving Credit Loan Note
LOANS AND PAYMENTS OF PRINCIPAL
|
Date
|
Amount of
Loan
|
Type of Loan
|
Amount of
Principal
Repaid
|
Notation
Made By
|
Revolving Credit Loan Note
EXHIBIT A-2 to the
Sixth Amended and Restated Credit
and Reimbursement Agreement
FORM OF TERM LOAN NOTE
|
New York, New York
|
______________, 20__
|
For value received, The AES Corporation, a Delaware corporation (the “Borrower”), promises to pay to ________________________ (the “Bank”) or its registered assigns, for the account of its Applicable Lending Office (as defined in the Credit and Reimbursement Agreement referred to below), the unpaid principal amount of the Term Loan (as defined in the Credit and Reimbursement Agreement referred to below) made by the Bank to the Borrower pursuant to the Credit and Reimbursement Agreement referred to below on the dates and in the amounts specified in the Credit and Reimbursement Agreement. The Borrower promises to pay interest on the unpaid principal amount of the Term Loan on the dates and at the rate or rates provided for in the Credit and Reimbursement Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other same day funds at the place of payment specified in the Credit and Reimbursement Agreement.
This Term Loan Note is one of the Notes referred to in the Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit and Reimbursement Agreement”) among the Borrower, the Bank and certain other banks party thereto, Citibank, N.A., as the Agent for the Bank Parties, Citibank, N.A., as the Collateral Agent for the Bank Parties and the other arrangers and agents party thereto. Terms defined in the Credit and Reimbursement Agreement and not otherwise defined herein are used herein with the same meanings. Reference is made to the Credit and Reimbursement Agreement for provisions for the guarantee hereof in certain circumstances, the prepayment hereof and the acceleration of the maturity hereof.
This Term Loan Note is assignable to one or more Persons as provided in the Credit and Reimbursement Agreement and the Borrower agrees to issue from time to time replacement Notes in the form hereof to facilitate such assignments.
The Obligations of the Borrower under this Term Loan Note and the other Financing Documents, and the Obligations of the other Loan Parties under the Financing Documents, are secured by the Creditor Group Collateral as provided in the Financing Documents.
Term Loan Note
This Term Loan Note shall be governed by, and construed in accordance with, the laws of the State of New York.
|
THE AES CORPORATION
|
|||
| By: | |||
| Name: | |||
| Title: | |||
Term Loan Note
LOANS AND PAYMENTS OF PRINCIPAL
|
Date
|
Amount of
Loan
|
Type of Loan
|
Amount of
Principal
Repaid
|
Notation
Made By
|
Term Loan Note
EXHIBIT C-1 to the
Sixth Amended and Restated Credit
and Reimbursement Agreement
FORM OF REVOLVING CREDIT LOAN FACILITY ASSIGNMENT AND
ASSUMPTION AGREEMENT
AGREEMENT dated as of __________ __, 20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”), each Revolving Fronting Bank and, as required pursuant to the terms of the Credit Agreement (as defined below), THE AES CORPORATION (the “Borrower”), and CITIBANK, N.A., as Administrative Agent (the “Agent”).
W I T N E S S E T H
WHEREAS, this Assignment and Assumption Agreement (the “Agreement”) relates to the Sixth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July 26, 2013 among the Borrower, the Banks party thereto, the Agent, Citibank, N.A., as Collateral Agent and the other arrangers and agents party thereto; and
WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit and Reimbursement Agreement in respect of a portion of its Revolving Credit Loan Commitment thereunder in an amount equal to $___________ (the “Assigned Amount”), together with a corresponding portion of its outstanding Revolving Credit Loans and participating interests in outstanding Revolving Letter of Credit Liabilities, and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit and Reimbursement Agreement.
2. Assignment. The Assignor hereby assigns and sells to the Assignee all or a proportionate part of all of the rights of the Assignor under the Credit and Reimbursement Agreement and the other Financing Documents to the extent of the Assigned Amount, in each case in an amount not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Agent) (except in the case of an assignment which will result in a group of Banks which are managed by the Assignor holding a Revolving Credit Loan Commitment of not less than $1,000,000), and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit and Reimbursement Agreement and the other Financing Documents to the extent of the Assigned Amount, including the
Revolving Credit Loan Facility Assignment and Assumption Agreement
purchase from the Assignor of the corresponding portion of the principal amount of the Revolving Credit Loans made by the Assignor outstanding at the date hereof and the corresponding portion of participating interests purchased by the Assignor in Revolving Letter of Credit Liabilities outstanding on the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee, each Revolving Fronting Bank and, as required pursuant to the terms of the Credit and Reimbursement Agreement, the Borrower and the Agent, and the payment of the amounts specified in Section 3 hereof required to be paid on the date hereof, (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Bank Party under the Credit and Reimbursement Agreement with a Revolving Credit Loan Commitment in an amount equal to the Assigned Amount and (ii) the Revolving Credit Loan Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor shall be released from its obligations under the Credit and Reimbursement Agreement to the extent such obligations have been assumed by the Assignee.
3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in lawful money of the United States of America the amount heretofore agreed between them.1 It is understood that commitment fees and/or letter of credit commissions accrued to the date hereof are for the account of the Assignor, and each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit and Reimbursement Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.
4. Consent of the Revolving Fronting Banks, the Borrower and the Agent. This Agreement is conditioned upon the consent of each Revolving Fronting Bank and, as required pursuant to the terms of the Credit and Reimbursement Agreement, the Borrower and the Agent. The execution of this Agreement by each Revolving Fronting Bank and, as required pursuant to the terms of the Credit and Reimbursement Agreement, the Borrower and the Agent is evidence of this consent.
5. Non-Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of any Obligor, or the validity and enforceability of the Obligations of any Obligor in respect of the Credit and Reimbursement Agreement or any other Financing Document. The Assignee acknowledges that it has, independently and without reliance on the Assignor, any other Bank Party, any Revolving Credit Loan Bank or the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
|
1
|
Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum.
|
Revolving Credit Loan Facility Assignment and Assumption Agreement
7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Revolving Credit Loan Facility Assignment and Assumption Agreement
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed and delivered by their duly authorized officers as of the date first above written.
|
[ASSIGNOR]
|
|||
| By: | |||
| Title: | |||
|
[ASSIGNEE]
|
|||
| By: | |||
| Title: | |||
|
[EACH REVOLVING FRONTING BANK]
|
|||
| By: | |||
| Title: | |||
|
[CITIBANK, N.A., as Agent
|
|||
| By: | |||
| Title:]2 | |||
|
[THE AES CORPORATION, as Borrower
|
|||
| By: | |||
| Title:]2 | |||
2 As required pursuant to the terms of the Credit Agreement.
Revolving Credit Loan Facility Assignment and Assumption Agreement
EXHIBIT C-2 to the
Sixth Amended and Restated Credit
and Reimbursement Agreement
FORM OF TERM LOAN FACILITY ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT dated as of __________ __, 20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”) and CITIBANK, N.A., as Administrative Agent (the “Agent”).
W I T N E S S E T H
WHEREAS, this Assignment and Assumption Agreement (the “Agreement”) relates to the Sixth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July 26, 2013 among The AES Corporation (the “Borrower”), the Banks party thereto, the Agent, Citibank, N.A., as Collateral Agent and the other arrangers and agents party thereto; and
WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under Credit and Reimbursement Agreement in respect of all or a portion of its outstanding Term Loan in an amount equal to $____________ (the “Assigned Amount”) and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
8. Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit and Reimbursement Agreement.
9. Assignment. The Assignor hereby assigns and sells to the Assignee all or a proportionate part of all of the rights of the Assignor under the Credit and Reimbursement Agreement and the other Financing Documents to the extent of the Assigned Amount, in each case in an amount not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Agent) (except in the case of an assignment which will result in a group of Banks which are managed by the Assignor holding a Term Loan Commitment of not less than $1,000,000), and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit and Reimbursement Agreement and the other Financing Documents to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the Term Loan. Upon the execution and delivery hereof by the Assignor, the Assignee and the Agent, and the payment of the amounts specified in Section 3 hereof required to be paid on the date hereof, (i) the Assignee shall, as of the date
Term Loan Facility Assignment and Assumption Agreement
hereof, succeed to the rights and be obligated to perform the obligations of a Bank Party under the Credit and Reimbursement Agreement with a Term Loan in an amount equal to the Assigned Amount, and (ii) the Assignor shall be released from its obligations under the Credit and Reimbursement Agreement to the extent such obligations have been assumed by the Assignee.
10. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in lawful money of the United States of America the amount heretofore agreed between them.1 It is understood that commitment fees accrued to the date hereof are for the account of the Assignor, and each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit and Reimbursement Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.
11. Consent of the Agent. This Agreement is conditioned upon the consent of the Agent. The execution of this Agreement by the Agent is evidence of this consent.
12. Non-Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of any Obligor, or the validity and enforceability of the Obligations of any Obligor in respect of the Credit and Reimbursement Agreement or any other Financing Document. The Assignee acknowledges that it has, independently and without reliance on the Assignor, any other Bank Party and the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
14. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
|
1
|
Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum.
|
Term Loan Facility Assignment and Assumption Agreement
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed and delivered by their duly authorized officers as of the date first above written.
|
[ASSIGNOR]
|
|||
| By: | |||
| Title: | |||
|
[ASSIGNEE]
|
|||
| By: | |||
| Title: | |||
|
[CITIBANK, N.A., as Agent
|
|||
| By: | |||
| Title: | |||
Term Loan Facility Assignment and Assumption Agreement
EXHIBIT C-3 to the
Sixth Amended and Restated Credit
and Reimbursement Agreement
FORM OF THIRD PARTY FRONTING BANK ASSIGNMENT
AND ASSUMPTION AGREEMENT
AGREEMENT dated as of __________ __, 20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”), THE AES CORPORATION (the “Borrower”) and CITIBANK, N.A., as Administrative Agent (the “Agent”).
W I T N E S S E T H
WHEREAS, this Assignment and Assumption Agreement (the “Agreement”) relates to the Sixth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July 26, 2013 among The AES Corporation (the “Borrower”), the Banks party thereto, the Agent, Citibank, N.A., as Collateral Agent and the other arrangers and agents party thereto; and
WHEREAS, the Assignor proposes to assign to the Assignee all (and not less than all) of the rights and obligations of the Assignor under the Credit and Reimbursement Agreement (the “Assigned Amount”) and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit and Reimbursement Agreement.
2. Assignment. The Assignor hereby assigns and sells to the Assignee all but not less than all of the rights of the Assignor under the Credit and Reimbursement Agreement and the other Financing Documents to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit and Reimbursement Agreement and the other Financing Documents to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor, the Assignee, the Borrower and the Agent, and the payment of the amounts specified in Section 3 hereof required to be paid on the date hereof, (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Revolving Fronting Bank under the Credit and Reimbursement Agreement with Revolving Letter of Credit Liabilities in an amount equal to the Assigned Amount and (ii) Revolving Letter of Credit Liabilities of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor shall be
Third Party Fronting Bank Assignment and Assumption Agreement
released from its obligations under the Credit and Reimbursement Agreement to the extent such obligations have been assumed by the Assignee.
3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in lawful money of the United States of America the amount heretofore agreed between them.1 It is understood that commitment fees and/or letter of credit commissions accrued to the date hereof are for the account of the Assignor, and each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit and Reimbursement Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.
4. Consent of the Borrower and the Agent. This Agreement is conditioned upon the consent of the Borrower and the Agent. The execution of this Agreement by the Borrower and the Agent is evidence of this consent.
5. Non-Reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of any Obligor, or the validity and enforceability of the Obligations of any Obligor in respect of the Credit and Reimbursement Agreement or any other Financing Document. The Assignee acknowledges that it has, independently and without reliance on the Assignor, any other Bank Party or the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
|
1
|
Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee, net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum.
|
Third Party Fronting Bank Assignment and Assumption Agreement
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed and delivered by their duly authorized officers as of the date first above written.
|
[ASSIGNOR]
|
|||
| By: | |||
| Title: | |||
|
[ASSIGNEE]
|
|||
| By: | |||
| Title: | |||
|
THE AES CORPORATION, as Borrower
|
|||
| By: | |||
| Title: | |||
|
[CITIBANK, N.A., as Agent
|
|||
| By: | |||
| Title: | |||
Third Party Fronting Bank Assignment and Assumption Agreement
EXHIBIT D to the
Sixth Amended and Restated
Credit and Reimbursement Agreement
FORM OF REVOLVING FRONTING BANK AGREEMENT
_________ __, 20__
Citibank, N.A., as Agent
388 Greenwich Street, 21st Floor
New York, New York 10013
Attention: [Stuart Glen]
Ladies and Gentlemen:
Reference is hereby made to the Sixth Amended and Restated Credit and Reimbursement Agreement dated as of July 26, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among The AES Corporation, a Delaware corporation (the “Borrower”), the Banks party thereto, Citibank, N.A., as Collateral Agent, Citibank, N.A., as Agent and the other arrangers and agents party thereto. The capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
Section 1. Obligations Under the Credit Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Revolving Fronting Bank by all of the terms and conditions of the Credit Agreement to the same extent as each of the other Revolving Fronting Banks thereunder and agrees to issue letters of credit in an aggregate Available Amount not to exceed $[________] at any time outstanding pursuant to and in accordance with Section 2.03 of the Credit Agreement. The undersigned further agrees, as of the date first above written, that each reference in the Credit Agreement to a “Revolving Fronting Bank” shall also mean and be a reference to the undersigned, and each reference in any other Financing Document to a “Bank Party” shall also mean and be a reference to the undersigned in its capacity as Revolving Fronting Bank.
Section 2. Representations and Warranties. The undersigned hereby represents and warrants that it (i) is a Revolving Credit Loan Bank under the Credit Agreement or (ii) meets the definition of a “Third Party Fronting Bank”, as defined in the Credit Agreement.
Section 3. Delivery by Telecopier. Delivery of an executed counterpart of a signature page to this Revolving Fronting Bank Agreement by facsimile or other electronic transmission shall be effective as delivery of an original executed counterpart of this Revolving Fronting Bank Agreement.
Section 4. Non-Reliance. The undersigned acknowledges that it has, independently and without reliance on any Revolving Fronting Bank, any other Bank Party and
Revolving Fronting Bank Agreement
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the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.
Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. This Revolving Fronting Bank Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
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Very truly yours,
[NAME OF REVOLVING FRONTING BANK]
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Acknowledged on the date hereof by:
CITIBANK, N.A., as Agent
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Revolving Fronting Bank Agreement