Form 8-K
8-K — AES CORP
Accession: 0000950103-26-011951
Filed: 2026-08-05
Period: 2026-08-05
CIK: 0000874761
SIC: 4991 (COGENERATION SERVICES & SMALL POWER PRODUCERS)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — dp251078_8k.htm (Primary)
EX-10.1 — EXHIBIT10.1 (dp251078_ex1001.htm)
EX-10.2 — EXHIBIT 10.2 (dp251078_ex1002.htm)
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8-K — FORM 8-K
8-K (Primary)
Filename: dp251078_8k.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2026
THE AES CORPORATION
(Exact name of registrant as specified in its
charter)
delaware
001-12291
54-1163725
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
4300 Wilson Boulevard, Suite 1100
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
Registrant’s telephone number,
including area code:
(703) 522-1315
NOT APPLICABLE
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
AES
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
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
Exhibit
No.
Description
10.1
Amendment No. 3 to the Credit Agreement dated as of August 5, 2026, 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.
10.2
Second Amendment to Credit Agreement dated as of August 5, 2026, 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.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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
EX-10.1 — EXHIBIT10.1
EX-10.1
Filename: dp251078_ex1001.htm · Sequence: 2
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
2
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.
3
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
4
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.
5
(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]
6
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
BRANCH, as an
Extending Lender and Consenting Lender
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
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: dp251078_ex1002.htm · Sequence: 3
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]
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