AES 8-K
Aes Corp (AES)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 5, 2026, The AES Corporation (the “Company” or “AES”) entered into (i) Amendment No. 3 to the Credit Agreement (the “Citi Third Amendment”), by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, which amends that certain Eighth Amended and Restated Credit Agreement, dated as of September 24, 2021, by and among the Company, as borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent (as amended by the Citi Third Amendment, the “Citi Credit Agreement”) and (ii) Second Amendment to Credit Agreement (the “SMBC Second Amendment”), by and among the Company, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, which amends that certain Credit Agreement, dated as of December 6, 2024, by and among the Company, as borrower, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent (as amended by the SMBC Second Amendment, the “SMBC Credit Agreement”).
Pursuant to the amendments, the termination date of the revolving commitments under the Citi Credit Agreement was extended from August 23, 2027 to August 23, 2028, and, subject to customary closing conditions, the termination date of the revolving commitments under the SMBC Credit Agreement will be extended from December 6, 2026 to December 6, 2027. Except as expressly modified by the amendments, the terms of each credit agreement remain unchanged and continue in full force and effect.
The foregoing summaries of the Citi Third Amendment and the SMBC Second Amendment do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE AES CORPORATION | ||
| By: | /s/ Stephen Coughlin | |
| Name: | Stephen Coughlin | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: August 5, 2026
Exhibit 10.1
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, dated as of August 5, 2026 (this “Amendment”), is among THE AES CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto, and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).
WHEREAS, the Borrower, the Administrative Agent and the Lenders party thereto have entered into that certain Eighth Amended and Restated Credit Agreement, dated as of September 24, 2021 (as amended, restated or supplemented prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Amendment is referred to herein as the “Credit Agreement”);
WHEREAS, the Borrower has requested (i) that each Lender agree to extend the Termination Date (pursuant to clause (i) of the definition thereof) from August 23, 2027 (the “Existing Termination Date”) to August 23, 2028 (the “Extended Termination Date”) pursuant to Section 2.18 of the Credit Agreement (giving effect to the waivers included in this Amendment as to certain requirements set forth therein) and (ii) that each Lender and the Administrative Agent agree to certain amendments to the Existing Credit Agreement;
WHEREAS, the Borrower wishes to terminate and repay all (if any) Green Outstanding Credits under the Credit Agreement and to terminate all Commitments and obligations of the Lenders and the L/C Issuers with respect to the Green Outstanding Credits and Green Letters of Credit (such termination and repayment, the “Green Advances Termination”);
WHEREAS, each Lender party hereto that has elected in its signature page to extend the Termination Date and whose name is set forth on Schedule I hereto under the heading “Extending Lenders” is willing to consent to the extension of the Termination Date of all of its Commitments and Advances (other than with respect to the Green Advances Termination) to the Extended Termination Date upon the terms and conditions set forth herein (each such consenting Lender, a “Extending Lender”), and each Lender whose name is set forth on Schedule I hereto under the heading “Non-Extending Lenders” is not willing to consent to the extension of the Termination Date of all of its Commitments and Advances to the Extended Termination Date (each such non-consenting Lender, a “Non-Extending Lender”),;
WHEREAS, each Lender party hereto (each, a “Consenting Lender”) and the Administrative Agent agree to amend the Existing Credit Agreement as specified herein, in each case upon the terms and conditions set forth in this Amendment;
WHEREAS, (a) each existing Commitment of an Existing Lender extended in accordance with the terms of this Amendment will be an extended Commitment having the terms set forth in the Credit Agreement (an “Extended Commitment”; each existing Commitment not so extended, a “Non-Extended Commitment”) and (b) each existing Advance of an Extending Lender extended in accordance with the terms of this Agreement will be an extended Advance having the terms set forth in the Credit Agreement (an “Extending Advance”; each existing Advance not so extended, a “Non-Extending Advance”);
WHEREAS, Citi (as defined below) is acting as sole lead arranger and sole bookrunner in connection with this Amendment. For purposes of this Amendment, “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services contemplated herein;
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1 CONSENT TO TERMINATION DATE EXTENSION REQUEST.
(a) Extension. Subject to satisfaction of the conditions precedent set forth in Section 5, on the Amendment Effective Date (as defined below), each Extending Lender agrees that (i) all of its existing Commitment and Advances (other than those related to the Green Advances Termination) will become an Extended Commitment and Extending Advance, respectively, of like amount, and (ii) the Termination Date for such Extended Commitments and Extending Advances will be the Extended Termination Date. The existing Commitments and Advances of each Non-Extending Lender will remain outstanding as Non-Extended Commitments and Non-Extending Advances respectively, and the Termination Date of such Non-Extended Commitments and Non-Extending Advances will remain the Existing Termination Date. Any existing Advance that is a Base Rate Advance or a SOFR Advance prior to giving effect to this Amendment will, subject to clause (b)(iii) below, be converted into an Extending Advance of the same Type, having the terms set forth in the Credit Agreement.
(b) Other Extension Matters.
(i) The Consenting Lenders hereby waive the timing, notice and minimum extension requirements set forth in Section 2.18 of the Existing Credit Agreement.
(ii) After giving effect to the extension of the Termination Date hereby, the Borrower may exercise its right to request an extension of the Termination Date under Section 2.18 of the Credit Agreement on up to one more occasion during the term of the Credit Agreement.
(iii) Any SOFR Advance outstanding under the Existing Credit Agreement immediately prior to the Amendment Effective Date shall remain outstanding as a SOFR Advance pursuant to the terms of the Existing Credit Agreement and shall be deemed to have been borrowed, continued or converted, as applicable, pursuant to, and shall be subject to, the terms of the Existing Credit Agreement until the last day of the Interest Period applicable thereto that is in effect on the Amendment Effective Date and (b) on the last day of such Interest Period, such SOFR Advance shall be converted to either an SOFR Advance or Base Rate Advance under the Credit Agreement, as specified by the Borrower in the applicable notice of conversion and, in the case of an SOFR Advance, with the Interest Period specified therein by the Borrower to be applicable thereto. If the Borrower fails to provide such notice of conversion, such outstanding SOFR Advance shall be automatically converted on the last day of the Interest Period applicable thereto to an SOFR Advance with an Interest Period of one month.
(iv) Each Non-Extending Lender shall be obligated, at the request of the Borrower, to
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assign at any time prior to the close of business on the Termination Date applicable to such Non-Extending Lender all of its Non-Extended Commitments and Non-Extending Advances to one or more Extending Lenders or other commercial banks nominated by the Borrower and willing to become Lenders in place of such Non-Extending Lender (a “Replacement Lender”) pursuant to Section 2.18(d) of the Existing Credit Agreement and, upon such assignment, any such Non-Extended Commitments and Non-Extending Advances shall become additional Extended Commitments and Extending Advances, respectively, of such Replacement Lender.
SECTION 2 GREEN ADVANCES TERMINATION.
(a) Subject to the satisfaction of the conditions precedent set forth in Section 5, as of the Amendment Effective Date, all Commitments with respect to Green Outstanding Credits and Green Letters of Credit under the Existing Credit Agreement shall be terminated, and the Consenting Lenders hereby waive any prior notice requirement under the Existing Credit Agreement for such termination. On the Amendment Effective Date, (i) all outstanding Borrowings made under the Existing Credit Agreement that are Green Base Rate Advances or Green SOFR Advances prior to giving effect to this Amendment shall be ratably reallocated to the Lenders as Borrowings made under the Credit Agreement, (ii) any outstanding Advance that is a Green Base Rate Advance or a Green SOFR Advance, as applicable, prior to giving effect to this Amendment will be converted into a Base Rate Advance or, subject to clause (b) below, a SOFR Advance, respectively, of same amount and having the terms set forth in the Credit Agreement, (iii) all LC Outstandings under Green Letters of Credit issued under the Existing Credit Agreement shall be ratably reallocated to the Lenders as Letters of Credit issued under the Credit Agreement and (iv) any outstanding Green Letters of Credit issued under the Existing Credit Agreement shall be deemed Letters of Credit issued under the Credit Agreement.
(b) Any Green SOFR Advance outstanding under the Existing Credit Agreement immediately prior to the Amendment Effective Date shall remain outstanding as a Green SOFR Advance pursuant to the terms of the Existing Credit Agreement and shall be deemed to have been borrowed, continued or converted, as applicable, pursuant to, and shall be subject to, the terms of the Existing Credit Agreement until the last day of the Interest Period applicable thereto that is in effect on the Amendment Effective Date and (b) on the last day of such Interest Period, such Green SOFR Advance shall be converted to either an SOFR Advance or Base Rate Advance under the Credit Agreement, as specified by the Borrower in the applicable notice of conversion and, in the case of an SOFR Advance, with the Interest Period specified therein by the Borrower to be applicable thereto. If the Borrower fails to provide such notice of conversion, such outstanding SOFR Advance shall be automatically converted on the last day of the Interest Period applicable thereto to an SOFR Advance with an Interest Period of one month.
SECTION 3 AMENDMENTS TO
EXISTING CREDIT AGREEMENT. Subject to the satisfaction of the conditions precedent set forth in Section 5, as of the Amendment
Effective Date, the Consenting Lenders and the Borrower hereby agree to amend the Existing Credit Agreement to delete the stricken text
(indicated textually in the same manner as the following example: stricken text) and
to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.
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SECTION 4 REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants on the date hereof to the Administrative Agent and the Lenders that, immediately before and upon the effectiveness of this Amendment on the Amendment Effective Date:
(a) Representations and Warranties. The representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents are and will be true and correct with the same effect as though made on and as of the date hereof and as of the Amendment Effective Date except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date.
(b) Default. No event has occurred and is continuing that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
(c) Authorization; Validity. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Credit Agreement are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties, in the case of clauses (ii) and (iii) above, except where such failure would result in a Material Adverse Effect. This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(d) Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Borrower of this Amendment or for the performance by the Borrower of this Amendment and the Credit Agreement, except for (i) information filings to be made in the ordinary course of business, which filings are not a condition to the Borrower’s performance under the Loan Documents and (ii) such as have been obtained or made and are in full force and effect.
SECTION 5 EFFECTIVENESS. This Amendment shall become effective on and as of the date first written above when the following conditions shall have been satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received counterparts hereof signed by the Borrower, each Extending Lender, each Consenting Lender (which shall constitute all Lenders) and the Administrative Agent.
(b) The Administrative Agent and Citi shall have received on or before the Amendment Effective Date (i) all reasonable and documented fees and expenses required to be paid to the
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Administrative Agent in connection with the preparation and negotiation of this Amendment pursuant to and in accordance with the terms of the Credit Agreement and (ii) all other fees required to be paid for the account of Citi or the Lenders as separately agreed between the Borrower and Citi, provided that, in each case, such fees and expenses have been invoiced at least three Business Days prior to the Amendment Effective Date.
(c) The Administrative Agent have received the following, each dated as of the Amendment Effective Date and in form and substance satisfactory to the Administrative Agent:
(i) a certificate of a duly authorized officer of the Borrower stating that the representations and warranties contained in Section 4 are correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties) on and as of the Amendment Effective Date, before and after giving effect to this Amendment;
(ii) certified copies of the resolutions of the Board of Directors of the Borrower authorizing the execution and the performance of this Amendment and the Credit Agreement on and after the Amendment Effective Date, and of all documents evidencing other necessary organizational action and governmental and regulatory approvals with respect to this Amendment, the Credit Agreement and the extension of the Termination Date; and
(iii) an opinion of the counsel of the Borrower, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request.
SECTION 6 MISCELLANEOUS.
(a) Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Existing Credit Agreement and except as expressly modified and superseded by this Amendment or as set forth in the Credit Agreement, the terms and provisions of the Existing Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect.
(b) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in all applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. In addition, if any Lender or the Administrative Agent reasonably requests that any party hereto manually execute this Amendment that has not been manually executed by such party, such party shall provide a manually executed original to the party making such request promptly following such request.
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(c) Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
(d) Incorporation of Credit Agreement Provisions. The provisions of Section 8.09 (Consent to Jurisdiction; Waiver of Jury Trial) and Section 8.12 (Severability) of the Credit Agreement are incorporated by reference as if fully set forth herein, mutatis mutandis.
(e) References. On the Amendment Effective Date, (i) all references in any of the Loan Documents to the “Agreement” or the “Credit Agreement” shall mean the Existing Credit Agreement, as amended by this Amendment and (ii) all references in any of the Loan Documents or in any of the exhibits or schedules thereto to “Green Base Rate Advance”, “Green Loan Sublimit”, “Green Outstanding Credits” or “Green SOFR Advances” shall be disregarded.
(f) Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(g) Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Administrative Agent, each L/C Issuing Banks, the Lenders, the Borrower and their respective successors and assigns as provided in the Credit Agreement.
(h) Loan Document. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any L/C Issuing Bank, any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall for all purposes constitute a Loan Document.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written.
| THE AES CORPORATION, as the Borrower | ||
| By: | /s/ Jeff MacKay | |
| Name: | Jeff MacKay | |
| Title: | Vice President and Corporate Treasurer | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| CITIBANK, N.A., as Administrative Agent | ||
| By: | /s/ Richard Rivera | |
| Name: | Richard Rivera | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| CITIBANK, N.A., as an Extending Lender and Consenting Lender | ||
| By: | /s/ Richard Rivera | |
| Name: | Richard Rivera | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
BANCO SANTANDER, S.A., NEW YORK | ||
| By: | /s/ Andres Barbosa | |
| Name: | Andres Barbosa | |
| Title: | Managing Director | |
| By: | /s/ Zara Kamal | |
| Name: | Zara Kamal | |
| Title: | Executive Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| Bank of America, N.A., as an Extending Lender and Consenting Lender | ||
| By: | /s/ William Moen | |
| Name: | William Moen | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| BARCLAYS BANK PLC, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Sydney G. Dennis | |
| Name: | Sydney G. Dennis | |
| Title: | Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
BNP PARIBAS, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Victor Padilla | |
| Name: | Victor Padilla | |
| Title: | Director | |
| By: | /s/ Gabrielle Jacquier | |
| Name: | Gabrielle Jacquier | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| Royal Bank of Canada, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Justin Martin | |
| Name: | Justin Martin | |
| Title: | Authorized Signatory | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| GOLDMAN SACHS BANK USA, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Andrew Vernon | |
| Name: | Andrew Vernon | |
| Title: | Authorized Signatory | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| JPMORGAN CHASE BANK, N.A., as an Extending Lender and Consenting Lender | ||
| By: | /s/ Santiago Gascon | |
| Name: | Santiago Gascon | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| Mizuho Bank, Ltd., as an Extending Lender and Consenting Lender | ||
| By: | /s/ Edward Sacks | |
| Name: | Edward Sacks | |
| Title: | Managing Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| MORGAN STANLEY BANK, N.A., as an Extending Lender and Consenting Lender | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| MUFG Bank, Ltd, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Michael Agrimis | |
| Name: | Michael Agrimis | |
| Title: | Managing Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| SUMITOMO MITSUI BANKING CORPORATION, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Paul Dellova | |
| Name: | Paul Dellova | |
| Title: | Managing Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Amit Vasani | |
| Name: | Amit Vasani | |
| Title: | Authorized Signatory | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| Credit Agricole Corporate and Investment Bank, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Andrew Sidford | |
| Name: | Andrew Sidford | |
| Title: | Managing Director | |
| By: | /s/ Gordon Yip | |
| Name: | Gordon Yip | |
| Title: | Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| HSBC Bank USA, N.A., as an Extending Lender and Consenting Lender | ||
| By: | /s/ Gillian Hedges | |
| Name: | Gillian Hedges | |
| Title: | Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| SOCIETE GENERALE, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Richard Bernal | |
| Name: | Richard Bernal | |
| Title: | Managing Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| The Bank of Nova Scotia, as an Extending Lender and Consenting Lender | ||
| By: | /s/ David Dewar | |
| Name: | David Dewar | |
| Title: | Director | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Michael Case | |
| Name: | Michael Case | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| Natixis, New York Branch, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Yash Anand | |
| Name: | Yash Anand | |
| Title: | Managing Director | |
| By: | /s/ Nathan Talburt | |
| Name: | Nathan Talburt | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| STANDARD CHARTERED BANK, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Laraib Mahar | |
| Name: | Laraib Mahar | |
| Title: | Director, Relationship Manager | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| United Bank, as an Extending Lender and Consenting Lender | ||
| By: | /s/ Edward J. Goedecke | |
| Name: | Edward J. Goedecke | |
| Title: | Senior Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
| Associated Bank, as a Non-Extending Lender and Consenting Lender | ||
| By: | /s/ Nathan Woodall | |
| Name: | Nathan Woodall | |
| Title: | Vice President | |
[Signature Page to Amendment No. 3 to the Credit Agreement]
SCHEDULE I
| Extending Lender | Extended Commitment |
| Citibank, N.A. | $89,500,000.00 |
| Banco Santander, S.A., New York Branch | $89,500,000.00 |
| Bank of America, N.A. | $89,500,000.00 |
| Barclays Bank PLC | $89,500,000.00 |
| BNP Paribas | $89,500,000.00 |
| Royal Bank of Canada | $89,500,000.00 |
| Goldman Sachs Bank USA | $89,500,000.00 |
| JPMorgan Chase Bank, N.A. | $89,500,000.00 |
| Mizuho Bank, Ltd. | $89,500,000.00 |
| Morgan Stanley Bank, N.A. | $89,500,000.00 |
| MUFG Union Bank, Ltd. | $89,500,000.00 |
| Sumitomo Mitsui Banking Corporation | $89,500,000.00 |
| Canadian Imperial Bank of Commerce, New York Branch | $48,000,000.00 |
| Credit Agricole Corporate and Investment Bank | $48,000,000.00 |
| HSBC Bank USA, N.A. | $48,000,000.00 |
| Société Générale | $48,000,000.00 |
| The Bank of Nova Scotia | $48,000,000.00 |
| Wells Fargo Bank National Association | $48,000,000.00 |
| Natixis, New York Branch | $30,000,000.00 |
| Standard Chartered Bank | $30,000,000.00 |
| United Bank | $30,000,000.00 |
| TOTAL | $1,452,000,000.00 |
| Non-Extending Lender | Non-Extended Commitment |
| Associated Bank, N.A. | $48,000,000.00 |
| TOTA | $48,000,000.00 |
Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of August 5, 2026 (this “Amendment”) is among THE AES CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as the Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).
WHEREAS, the Borrower, the Administrative Agent, and the Lenders party thereto have entered into the Credit Agreement dated as of December 6, 2024 (as amended, restated or supplemented prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Amendment is referred to herein as the “Credit Agreement”);
WHEREAS, the Borrower has requested (i) that each Lender agree to extend the Termination Date (pursuant to clause (i) of the definition thereof) from December 6, 2026 (the “Existing Termination Date”) to December 6, 2027 (the “Extended Termination Date”) pursuant to Section 2.18 of the Credit Agreement (giving effect to the waivers included in this Amendment as to certain requirements set forth therein) and (ii) that each Lender and the Administrative Agent agree to certain amendments to the Existing Credit Agreement;
WHEREAS, each Lender party hereto (each, a “Consenting Lender”) is willing to consent to the extension of the maturity of all of its Commitments and Advances to the Extended Termination Date and each Consenting Lender and the Administrative Agent have agreed to amend the Existing Credit Agreement as specified herein, in each case upon the terms and conditions set forth in this Amendment;
WHEREAS, (a) each existing Commitment of a Consenting Lender extended in accordance with the terms of this Amendment will be an extended Commitment having the terms set forth in the Credit Agreement (an “Extended Commitment”) and (b) each existing Advance of a Consenting Lender extended in accordance with the terms of this Agreement will be an extended Advance having the terms set forth in the Credit Agreement (an “Extending Advance”);
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1 CONSENT TO TERMINATION DATE EXTENSION REQUEST.
(a) Extension. Subject to satisfaction of the conditions precedent set forth in Section 4, on the Amendment Effective Date (as defined below), each Consenting Lender agrees that (i) all of its existing Commitment and Advances will become an Extended Commitment and Extending Advance, respectively, of like amount, and (ii) the Termination Date for such Extended Commitments and Extending Advances will be the Extended Termination Date. Any existing Advance that is a Base Rate Advance or a SOFR Advance prior to giving effect to this Amendment will, subject to clause (b)(iii) below, be converted into an Extending Advance of the same Type, having the terms set forth in the Credit Agreement.
(b) Other Extension Matters.
(i) The Consenting Lenders hereby waive the timing, notice and minimum extension requirements set forth in Section 2.18 of the Existing Credit Agreement.
(ii) After giving effect to the extension of the Termination Date hereby, the Borrower may exercise its right to request an extension of the Termination Date under Section 2.18 of the Credit Agreement on up to one more occasion during the term of the Credit Agreement.
(iii) Any SOFR Advance outstanding under the Existing Credit Agreement immediately prior to the Amendment Effective Date shall remain outstanding as a SOFR Advance pursuant to the terms of the Existing Credit Agreement and shall be deemed to have been borrowed, continued or converted, as applicable, pursuant to, and shall be subject to, the terms of the Existing Credit Agreement until the last day of the Interest Period applicable thereto that is in effect on the Amendment Effective Date and (b) on the last day of such Interest Period, such SOFR Advance shall be converted to either an SOFR Advance or Base Rate Advance under the Credit Agreement, as specified by the Borrower in the applicable notice of conversion and, in the case of an SOFR Advance, with the Interest Period specified therein by the Borrower to be applicable thereto. If the Borrower fails to provide such notice of conversion, such outstanding SOFR Advance shall be automatically converted on the last day of the Interest Period applicable thereto to an SOFR Advance with an Interest Period of one month.
SECTION 2 AMENDMENT. Subject to the satisfaction of the conditions precedent set forth in Section 4, the Existing Credit Agreement is hereby amended as follows.
| (a) | The defined term “Termination Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: |
“Termination Date” means the earlier to occur of (i) December 6, 2027, or, as to any Lender, such later date that may be established for such Lender pursuant to Section 2.18 and (ii) the date of termination in whole of the Commitments pursuant to Section 2.05 or Section 6.02 hereof; provided that, if such earlier date is not a Business Day, the Termination Date means the Business Day next preceding such earlier date.
| (b) | The defined term “Adjusted Term SOFR” set forth in Section 1.01 of the Existing Credit Agreement is hereby removed from the Existing Credit Agreement in its entirety. |
| (c) | Any reference to “Adjusted Term SOFR” in the Existing Credit Agreement is hereby now to be replaced with the term “Term SOFR”. |
| (d) | The definition of “Term SOFR” in the Existing Credit Agreement is hereby amended by adding the following at the end thereof: |
“provided that if Term SOFR as so determined shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.”
SECTION 3 REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants on the date hereof to the Administrative Agent and the Lenders that, immediately before and upon the effectiveness of this Amendment on the Amendment Effective Date:
3.1 Representations and Warranties. The representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents are and will be true and correct with the same effect as though made on and as of the date hereof and as of the Amendment Effective Date except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date.
3.2 Default. No event has occurred and is continuing that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
3.3 Authorization; Validity. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Credit Agreement are within the Borrower’s organizational powers, have been duly authorized by all necessary organizational action and do not contravene (i) the Borrower’s organizational documents, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties, in the case of clauses (ii) and (iii) above, except where such failure would result in a Material Adverse Effect. This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
3.4 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Borrower of this Amendment or for the performance by the Borrower of this Amendment and the Credit Agreement, except for (i) information filings to be made in the ordinary course of business, which filings are not a condition to the Borrower’s performance under the Loan Documents and (ii) such as have been obtained or made and are in full force and effect.
SECTION 4 EFFECTIVENESS.
| (a) | This Amendment shall become effective on and as of the date first written above when the following conditions shall have been satisfied, but not earlier than December 4, 2026 (the “Amendment Effective Date”): |
| (i) | The Administrative Agent shall have received counterparts hereof signed by the Borrower, each Lender and the Administrative Agent. |
| (ii) | The Administrative Agent shall have received on or before the Amendment Effective Date (i) all reasonable and documented fees and expenses required to be |
paid to the Administrative Agent in connection with the preparation and negotiation of this Amendment pursuant to and in accordance with the terms of the Credit Agreement and (ii) all other fees required to be paid for the account of the Administrative Agent or the Lenders as separately agreed between the Borrower and Administrative Agent, provided that, in each case, such fees and expenses have been invoiced at least three Business Days prior to the Amendment Effective Date.
| (iii) | The Administrative Agent have received the following, each dated as of or before the Amendment Effective Date and in form and substance satisfactory to the Administrative Agent: |
| (a) | a certificate of a duly authorized officer of the Borrower stating that the representations and warranties contained in Section 3 are correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties) on and as of the Amendment Effective Date, before and after giving effect to this Amendment. |
| (b) | certified copies of the resolutions of the Board of Directors of the Borrower authorizing the execution and the performance of this Amendment and the Credit Agreement on and after the Amendment Effective Date, and of all documents evidencing other necessary organizational action and governmental and regulatory approvals with respect to this Amendment, the Credit Agreement and the extension of the Termination Date; and |
| (c) | an opinion of the counsel of the Borrower, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. |
For the avoidance of doubt, this Amendment shall be effective on December 4, 2026 automatically to the extent that the foregoing conditions shall have been satisfied on or before such date.
SECTION 5 [RESERVED].
SECTION 6 MISCELLANEOUS.
6.1 Ratifications. the terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Existing Credit Agreement and except as expressly modified and superseded by this Amendment or as set forth in the Credit Agreement, the terms and provisions of the Existing Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect.
6.2 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in all applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. In addition, if any Lender or the Administrative Agent reasonably requests that any party hereto manually execute this Amendment that has not been manually executed by such party, such party shall provide a manually executed original to the party making such request promptly following such request.
6.3 Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
6.4 Incorporation of Credit Agreement Provisions. The provisions of Section 8.09 (Consent to Jurisdiction; Waiver of Jury Trial) and Section 8.12 (Severability) of the Credit Agreement are incorporated by reference as if fully set forth herein, mutatis mutandis.
6.5 References. On the Amendment Effective Date, all references in any of the Loan Documents to the “Agreement” or the “Credit Agreement” shall mean the Existing Credit Agreement, as applicable, as amended by this Amendment.
6.6 Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
6.7 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Administrative Agent, the Lenders, the Borrower and their respective successors and assigns as provided in the Credit Agreement.
6.8 Loan Document. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall for all purposes constitute a Loan Document.
[Signature Pages Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written.
| THE AES CORPORATION, as the Borrower | ||
| By: | /s/ Jeff MacKay | |
| Name: | Jeff MacKay | |
| Title: | Vice President and Corporate Treasurer | |
[Signature Page to Second Amendment]
| SUMITOMO MITSUI BANKING CORPORATION, as
Administrative Agent and a Lender | ||
| By: | /s/ Paul Dellova | |
| Name: | Paul Dellova | |
| Title: | Managing Director | |
[Signature Page to Second Amendment]
| Credit Agricole Corporate and Investment Bank, as a Lender | ||
|
| ||
| By: | /s/ Andrew Sidford | |
| Name: | Andrew Sidford | |
| Title: | Managing Director | |
| By: | /s/ Gordon Yip | |
| Name: | Gordon Yip | |
| Title: | Director | |
[Signature Page to Second Amendment]
| Mizuho Bank, Ltd., as a Lender | ||
| By: | /s/ Edward Sacks | |
| Name: | Edward Sacks | |
| Title: | Managing Director | |
[Signature Page to Second Amendment]
| MUFG Bank, Ltd, as a Lender | ||
| By: | /s/ Michael Agrimis | |
| Name: | Michael Agrimis | |
| Title: | Managing Director | |
[Signature Page to Second Amendment]
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Michael Case | |
| Name: | Michael Case | |
| Title: | Vice President | |
[Signature Page to Second Amendment]