Exhibit 10.1.B

Appendix I

Revolving Credit Loan Facility

 

Name of Revolving Credit Loan Bank		Revolving Credit Loan Commitment
Citibank, N.A.		$	75,000,000.00
Bank of America, N.A.		$	75,000,000.00
Barclays Bank PLC		$	75,000,000.00
Credit Suisse AG, Cayman Islands Branch		$	75,000,000.00
Deutsche Bank Trust Company Americas		$	75,000,000.00
Morgan Stanley Bank, N.A.		$	75,000,000.00
Royal Bank of Scotland plc*		$	75,000,000.00
Union Bank, N.A.		$	75,000,000.00
Goldman Sachs Bank USA		$	50,000,000.00
JPMorgan Chase Bank, N.A.		$	50,000,000.00
HSBC Bank USA, National Association*		$	25,000,000.00
Société Générale		$	25,000,000.00
BNP Paribas		$	25,000,000.00
Credit Agricole Corporate and Investment Bank		$	25,000,000.00
Total		$	800,000,000.00

 

*	- Additional Revolving Credit Bank

---

Appendix II

Term Loan Facility

As per the Register maintained by the Agent pursuant to Section 10.06(g) of the Fifth Amended and Restated Credit and Reimbursement Agreement.

---

Appendix III

 

Beneficiary		Letter of Credit Number		Fronting Expiry		Type of Letter of Credit		Name of Issuing Bank		Amount
Eastern (DSR) $36,326,900		Y032406		07/26/04		Financial		UBS AG		36,326,900.00
Kelanitissa		3039084		03/24/04		Financial		B of A, Los Angeles		900,000.00
WAPDA		30034738		02/28/04		Performance		Citibank NY		12,034,365.13
Constellation Power Source Inc.		306S234686		01/01/05		Performance		UBOC, LA		23,200,000.00
PSEG Energy Resources & Trade LLC		306S234688		01/18/05		Performance		UBOC, LA		3,500,000.00
PPL Energy Plus LLC		306S234687		04/30/04		Performance		UBOC, LA		100,000.00
Coral Energy Holding L.P.		306S234734		01/31/05		Performance		UBOC, LA		3,000,000.00
Morgan Stanley Capital Group		306S235411		12/31/05		Performance		UBOC, LA		3,725,000.00
The Potomac Edison Company		30035330		06/15/04		Performance		Citibank NY		577,500.00
Elexon		5134047511		03/15/05		Performance		Citibank NY		2,686,364.94
Total Face Amount of Revolving Letters of Credit Outstanding										86,050,130.07

---

SCHEDULE I

As of June 30, 2010

 

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 Atlantis, Inc.		Delaware		Common		100		100		100		4		65
AES Barka Services, Inc.		Delaware		Common		200		200		100		4		65
AES Big Sky, L.L.C.		Delaware		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, L.L.C.		Delaware		Units		1,000		10		100		2		100
AES Connecticut Management, L.L.C.		Delaware		Units		1,000		10		100		2		100
AES Ecotek Holdings, L.L.C.		Delaware		Units		1,000		10		100		2		100
AES EDC Funding II, L.L.C.		Delaware		Units		1,000		100		100		4		65

 

1

---

SCHEDULE I

As of June 30, 2010

 

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		1000		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 Holdings, L.L.C.		Delaware		Units		N/A		100		100		3		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

 

2

---

SCHEDULE I

As of June 30, 2010

 

PLEDGOR: AES CORP.

 

Legal Name		Jurisdiction of Incorporation		Types of Shares		Authorized Shares		Outstanding Shares		Percentage Owned by AES		Certificate No.		% Pledged
AES Pacific, Inc.		Delaware		Common		10		10		100		1		100
AES Red Oak, Inc.		Delaware		Common		10		10		100		2		100
AES Riverside Holdings, L.L.C.		Delaware		Common		1,000		10		100		2		100
AES Solar Holdings. L.L.C.		Delaware		Units		1,000		100		100		2		65
AES Southland Funding, L.L.C.		Delaware		Units		N/A		10		100		2		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
AES Western Power Holdings, L.L.C		Delaware		Units		1,000		10		100		2		100

 

3

---

SCHEDULE I

As of June 30, 2010

 

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

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 III

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 Cartegena 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

---

Non-Pledged Subsidiary		Jurisdiction of Incorporation		Reason for Exclusion
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.L.C.		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 Sul, 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
Inversora 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

---

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 Intercon II, Ltd.		Cayman Islands		Pledge Prohibited
AES Interenergy, 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 S.A.		Brazil		Pledge Prohibited
AES Yucatan, S. de R.L. de C.V.		Mexico		<$3 million
CCS Telecarrier		Cayman Islands		<$3 million

---

SCHEDULE IV: EXCLUDED AES ENTITIES

As of June 30, 2010

 

BRAZIL

AES Americas International Holdings, Limited

AES Bandierante Ltd.

AES Brasil Ltda.

AES Brazilian Holdings, Ltd.

AES Brazil International Holdings, Limited

AES Bridge I, Ltd.

AES Bridge II, Ltd.

AES Cayman Guaiba, Ltd.

AES Cayman I

AES Cayman II

AES Cayman Pampas, Ltd.

AES Cemig Empreendimentos II, 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 Coral Reef, LLC

AES Eletrolight, Ltd.

AES Elpa S.A.

AES Energia I, Ltd.

AES Energia II, Ltd.

AES Florestal Ltda.

AES Forca Ltd.

AES Forca Empreendimentos Ltda.

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 Sul, L.L.C.

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.

 

1 of 3

---

SCHEDULE IV: EXCLUDED AES ENTITIES

As of June 30, 2010

 

AES Trade I, Ltd.

AES Trade II, Ltd.

AES Transgas I, Ltd.

AES Transgas II, Ltd.

AES Treasure Cove, Ltd.

AES Uruguaiana Empreedimentos S.A.

AES Uruguaiana, Inc.

Cayman Energy Traders

Companhia Brasiliana de Energia

Companhia de Gas de Minas Gerais, S.A.

Companhia Energetica de Minas Gerais, S.A.

AES Tiete S.A.

Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.

Eletropaulo Telecomunicacoes, Ltda.

La Plata I Empreendimentos Ltda.

La Plata II Empreendimentos 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 Holdings, S.C.A.

AES Argentina Investments, Ltd.

AES Argentina Operations, Ltd.

AES Argentina, Inc.

AES Asociados S.A.

AES Caracoles I

AES Caracoles II

AES Caracoles III, L.P.

AES Caracoles S.R.L.

AES Chaparron I, Ltd.

AES Chaparron II, Ltd.

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 I Limited Partnership

AES Parana II Limited Partnership

AES Parana IHC, Ltd.

 

2 of 3

---

SCHEDULE IV: EXCLUDED AES ENTITIES

As of June 30, 2010

 

AES Parana Generation Holdings, Ltd.

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 Dique, S.A.

CMS Generation San Nicolas Company

Compania de Inversiones en Eletricidad, S.A.

Empresa Distribuidora de Energia Sur S.A.

Empresa Distribuidora La Plata, S.A.

Energen S.A.

Gasoducto GasAndes Argentina S.A.

Gener Argentina S.A.

AES Alicura, 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 III, Ltd.

La Plata Partners L.P.

Luz del Plata S.A.

Maley, Ltd.

AES Pampa Energy, S.A.

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.

Deutsche Bank Trust Company Americas

Union Bank, N.A.

Credit Agricole Corporate and Investment Bank

Credit Suisse AG, Cayman Islands Branch

Société Générale – New York Branch

---

EXHIBIT A-1 to the

Fifth 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 Fifth Amended and Restated Credit and Reimbursement Agreement dated as of July [    ], 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit and Reimbursement Agreement”) among the Borrower, the Subsidiary Guarantors party thereto, the Bank and certain other banks party thereto, Citicorp USA, Inc., 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. The Obligations of the Borrower under this Revolving Credit Loan Note are also guaranteed by the Subsidiary Guarantors, as provided in the Subsidiary Guaranty in Article IX of the Credit and Reimbursement Agreement.

This Revolving Credit Loan Note shall be governed by, and construed in accordance with, the laws of the State of New York.

 

 

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

Fifth 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 Fifth Amended and Restated Credit and Reimbursement Agreement dated as of July [    ], 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit and Reimbursement Agreement”) among the Borrower, the Subsidiary Guarantors party thereto, the Bank and certain other banks party thereto, Citicorp USA, Inc., 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. The Obligations of the Borrower under this Term Loan Note are guaranteed by the Subsidiary Guarantors, as provided in the Subsidiary Guaranty in Article IX of the Credit and Reimbursement Agreement.

 

Term Loan Note

---

This Term Loan Note shall be governed by, and construed in accordance with, the laws of the State of New York.

 

 

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

Fifth 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 CITICORP USA, Inc., 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 Fifth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July [    ], 2010 among the Borrower, the Subsidiary Guarantors party thereto, 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.

 

 

 

2	As required pursuant to the terms of the Credit Agreement.

 

Revolving Credit Loan Facility Assignment and Assumption Agreement

---

EXHIBIT C-2 to the

Fifth 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 CITICORP USA, Inc., 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 Fifth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July [    ], 2010 among The AES Corporation (the “Borrower”), the Subsidiary Guarantors party thereto, 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.

 

 

Term Loan Facility Assignment and Assumption Agreement

---

EXHIBIT C-3 to the

Fifth 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 CITICORP USA, Inc., 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 Fifth Amended and Restated Credit and Reimbursement Agreement (the “Credit and Reimbursement Agreement”) dated as of July [_], 2010 among The AES Corporation (the “Borrower”), the Subsidiary Guarantors party thereto, 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 released from its obligations under the Credit and Reimbursement Agreement to the extent such obligations have been assumed by the Assignee.

 

Third Party Fronting Bank Assignment and Assumption Agreement

---

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.

 

 

Third Party Fronting Bank Assignment and Assumption Agreement

---

EXHIBIT D to the

Fifth Amended and Restated

Credit and Reimbursement Agreement

FORM OF REVOLVING FRONTING BANK AGREEMENT

             , 20    

Citicorp USA, Inc., as Agent

388 Greenwich Street, 21^st Floor

New York, New York 10013

Attention: [Stuart Glen]

Ladies and Gentlemen:

Reference is hereby made to the Fifth Amended and Restated Credit and Reimbursement Agreement dated as of July [    ], 2010 (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 Subsidiary Guarantors party thereto, the Banks party thereto, Citibank, N.A., as Collateral Agent, Citicorp USA, Inc., 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 “Lender 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.

 

Revolving Fronting Bank Agreement

---

2

 

Section 4. Non-Reliance. The undersigned acknowledges that it has, independently and without reliance on any Revolving Fronting Bank, 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.

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.

 

 

Acknowledged on the date hereof by:
CITICORP USA, INC., as Agent
By
Name:
Title:

 

Revolving Fronting Bank Agreement