Exhibit 99.1
WAIVER NO. 3 TO THIRD AMENDED AND
RESTATED
CREDIT AND REIMBURSEMENT
AGREEMENT
Dated as of November 18, 2005
WAIVER NO. 3 TO THIRD AMENDED AND
RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “
Waiver ”) among The AES Corporation, a Delaware
corporation (the “ Borrower ”), the Subsidiary
Guarantors, the Bank Parties listed on the signature
pages hereto, CITICORP USA, INC., as administrative agent (the
“ Agent ”) and CITIBANK, N.A., as Collateral
Agent, for the Bank Parties (the “ Collateral Agent
”).
PRELIMINARY
STATEMENTS
(1)
WHEREAS, the Borrower is party to a Third Amended and Restated
Credit and Reimbursement Agreement dated as of March 17, 2004
(as amended, amended and restated, supplemented or otherwise
modified up to the date hereof, the “ Credit Agreement
”; capitalized terms used herein but not defined shall be
used herein as defined in the Credit Agreement) among the
Subsidiary Guarantors, the Bank Parties, CITIGROUP GLOBAL MARKETS,
INC., as Lead Arranger and Book Runner, BANC OF AMERICA SECURITIES
LLC, as Lead Arranger and Book Runner and as Co-Syndication Agent
(for the Initial Term Loan Facility), DEUTSCHE BANK SECURITIES
INC., as Lead Arranger and Book Runner (for the Initial Term Loan
Facility), UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent
(for the Initial Term Loan Facility) and as Lead Arranger and Book
Runner and as Syndication Agent (for the Revolving Credit
Facility), LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agent
(for the Initial Term Loan Facility), UBS SECURITIES LLC, as
Co-Documentation Agent (for the Initial Term Loan Facility),
SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agent
(for the Revolving Credit Facility), CREDIT LYONNAISE NEW YORK
BRANCH, as Co-Documentation Agent (for the Revolving Credit
Facility), the Agent and the Collateral Agent;
(2)
WHEREAS, the Borrower has requested that the Required Banks agree
to waive certain provisions of the Credit Agreement;
(3)
WHEREAS, the Required Banks have agreed, subject to the terms and
conditions hereinafter set forth, to waive certain provisions of
the Credit Agreement as set forth below;
(4)
WHEREAS, on July 27, 2005, the Borrower announced that, as a
result of the continuing evaluation of the its deferred income tax
accounting and reconciliation controls process, the Borrower would
restate its 2002, 2003, 2004 and first quarter 2005 financial
statements (the “ Restatement ”);
(5)
WHEREAS, the Borrower (x) was not able to timely deliver the
financial statements and certificates required by Sections
5.01(b) and 5.01(d) with respect to the quarter ended
June 30, 2005 (the “ Q2 Financial Information
”) and (y) may not be able to timely deliver
