Exhibit 4.13
EXECUTION COPY
SIEMENS CORPORATION
CONSENT TO ASSIGNMENT
THIS CONSENT TO ASSIGNMENT (this "Consent to Assignment") is entered
into as of June 1, 1999 by SIEMENS CORPORATION, a Delaware corporation (the
"Consenting Party"), and IBJ WHITEHALL BANK & TRUST COMPANY, as collateral agent
(the "Collateral Agent," together with any successors thereto in such capacity,
referred to as the "Assignee"), for the benefit of and on behalf of the Senior
Parties defined below.
A. AES Ironwood, L.L.C. (the "Company"), a Delaware limited liability
company, intends to develop, construct, own, operate and finance a nominal 705
MW (net) gas-fired combined cycle electric generating facility (the "Facility")
(the Facility, equipment and facilities associated with the Facility and such
financing, development and construction, the "Project") to be located in South
Lebanon Township, Lebanon County, Pennsylvania.
B. The Company intends to finance the Project, in part, through the
issuance, from time to time, of certain securities (the "Securities") pursuant
to a Trust Indenture, dated as of June 1, 1999 between the Company and IBJ
Whitehall Bank & Trust Company, as trustee (the "Trustee"), as it may be amended
or supplemented from time to time (the "Indenture").
C. All obligations of the Company under the Securities, the Collateral
Agency Agreement (defined below), and any other agreements evidencing senior
debt of the Company (collectively, the "Financing Documents") to the Trustee,
the Collateral Agent, each successor to any such person and each other person
providing senior debt to the Company who is or becomes a party to the Collateral
Agency Agreement pursuant to its terms (collectively, the "Senior Parties") will
be secured by a certain Mortgage, Security Agreement, Indenture, Pledge
Agreement and Assignment of Leases and Income, each between the Company and IBJ
Whitehall Bank & Trust Company (collectively, the "Security Documents").
D. The Senior Parties and the Company have entered into the Collateral
Agency Agreement (as amended, supplemented or modified and in effect from time
to time, the "Collateral Agency Agreement") to set forth their mutual
understanding with respect to (a) the exercise of certain rights, remedies and
options by the respective parties thereto under the above described documents,
(b) the priority of their respective security interests created by the Security
Documents, (c) the application of project revenues and certain other monies and
items and (d) the appointment of the Collateral Agent as collateral agent.
E. The Company (as assignee of AES Ironwood, Inc.) and the Consenting
Party have entered into that certain Guaranty (the "Assigned Guaranty") dated as
of September 23, 1998
pursuant to which, among other things, the Consenting Party will guarantee to
the Company Siemens Westinghouse Power Corporation's obligations under the EPC
Contract (as defined in the Assigned Guaranty).
F. The Company has notified the Consenting Party that all of the
Company's right, title and interest in the Assigned Guaranty are to be assigned
to the Collateral Agent as security pursuant to one or more of the Security
Documents.
G. It is a condition precedent to the extension of credit by the Senior
Parties that the Consenting Party execute and deliver this Consent to Assignment
for the benefit of the Senior Parties.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used herein shall have the respective
meanings specified herein or, if not defined herein, as defined in the Assigned
Guaranty.
2. Consent to Assignment. The Consenting Party acknowledges that on or
prior to the date hereof, AES Ironwood, Inc. has assigned all of its right,
title and interest in the Assigned Guaranty to the Company. The Consenting Party
hereby irrevocably consents to the assignment of the Assigned Guaranty by the
Company to the Assignee for the benefit of the Senior Parties as security. The
Consenting Party shall continue performance under the Assigned Guaranty in
accordance with its terms and the terms of this Consent to Assignment.
3. No Defaults. The Consenting Party acknowledges and agrees that (a)
the Assigned Guaranty is in full force and effect and there are no amendments,
modifications or supplements thereto, either oral or written, (b) the Consenting
Party has not assigned, transferred or hypothecated the Assigned Guaranty or any
interest therein, (c) the Consenting Party has no knowledge of any default by
the Company in any respect of the performance of any material provision of the
Assigned Guaranty and without having performed any specific due diligence no
knowledge of any event or condition which would either immediately or with the
passage of any applicable grace period or giving of notice or both, enable the
Consenting Party to terminate or suspend its obligations under the Assigned
Guaranty, (d) none of the Company's rights under the Assigned Guaranty has been
waived in writing, (e) the assignment by the Company of the Assigned Guaranty to
the Assignee, as security, and the acknowledgment of and consent to such
assignment by the Consenting Party, will not cause or constitute a default under
the Assigned Guaranty or an event or condition which would, with the giving of
notice or lapse of time or both, constitute a default under the Assigned
Guaranty, and (f) a foreclosure or other exercise of remedies under any of the
Security Documents or any sale thereunder by the Assignee, any of the Senior
Parties or any of their respective designees or assignees, whether by judicial
proceedings or under any power of sale contained therein, or any conveyance from
the Company to the Assignee, any of the Senior Parties or any of their
respective designees or assignees, in lieu thereof, shall not require the
consent of the Consenting Party subject to the provisions of Section 9 hereof,
or cause or constitute a default under the Assigned Guaranty or an event or
condition which would, with the giving of notice or lapse of time or both,
constitute a default under the Assigned Guaranty.
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4. Notice of Company's Defaults and Termination. Anything in the
Assigned Guaranty notwithstanding, for so long as any Financing Liabilities (as
defined in the Collateral Agency Agreement) are outstanding under the Financing
Documents and until the same have been satisfied in full, the Consenting Party
shall not exercise any right it may have under the Assigned Guaranty, at law or
in equity, to cancel, suspend or terminate the Assigned Guaranty, or any of its
obligations thereunder, as the result of any default or other action or omission
(each herein a "default") of the Company unless the Consenting Party, shall have
given (i) a copy of a notice of default to the Assignee when such notice was
given to the Company and (ii) following expiry of all periods given the Company
to cure such default, the Consenting Party shall have given a further notice of
default (the "further notice") to the Assignee, such notice to be coupled with
an opportunity to cure any such default within 15 days from the further notice
to the Assignee (or, with respect to nonmonetary defaults or defaults the curing
of which requires the Assignee's possession of the Facility through foreclosure,
such longer period of time as may be reasonably necessary under the
circumstances to complete such foreclosure or cure such default, provided the
Assignee, any of the Senior Parties, or any of their respective designees or
assignees is diligently pursuing such cure or foreclosure such cure period to
commence upon delivery of such further notice to the Assignee, or, with respect
to any defaults which are not susceptible of being so corrected, to rectify to
the Consenting Party's reasonable satisfaction the effect upon the Consenting
Party of such default by the Company within such period provided, however, that
if any such party is prohibited from curing any such default by any process,
stay or injunction issued by any governmental authority or pursuant to any
bankruptcy or insolvency proceeding, then the time periods specified in this
Section 4 for curing a default shall be extended for the period of such
prohibition if the Assignee shall have notified the Consenting Party in writing
of its intent to commence such cure or cause such cure to be commenced
immediately upon cessation of such prohibition. All notices provided hereunder
shall be in writing and shall be deemed to have been given (a) when presented
personally, (b) one business day after being deposited for overnight delivery
with a nationally recognized overnight courier, such as FedEx, (c) when
received, if deposited in a regularly maintained receptacle for the United
States Postal Service, postage prepaid, registered or certified, return receipt
requested, addressed to the Assignee at the address indicated below or such
other address as the Assignee may have specified by written notice delivered in
accordance herewith, or (d) when transmitted by telecopy to the number specified
below and the receipt confirmed telephonically by recipient, provided that such
telecopy is then followed by a copy of such notice delivered by a method
specified in clause (a), (b) or (c) above.
IBJ Whitehall Bank & Trust Company, as Collateral Agent
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Capital Markets Trust Services
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
No cancellation, suspension or termination of the Assigned Guaranty by
the Consenting Party, or of any of the Consenting Party's obligations thereunder
by the Consenting Party, shall be binding upon the Assignee or any of the Senior
Parties without such notice and the lapse of the applicable cure period. Any
dispute that may arise under the Assigned Guaranty notwithstanding, the
Consenting Party shall continue performance under the Assigned Guaranty for the
benefit of the
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Assignee and resolve any dispute without discontinuing such performance until
the lapse of the notice and applicable cure periods or extension periods. The
Assignee, any of the Senior Parties or any of their respective designees or
assignees may, but shall be under no obligation to, make any payment or perform
any act required thereunder to be made or performed by the Company, with the
same effect as if made or performed by the Company. Except as otherwise
specifically provided in the immediately preceding paragraph, the Consenting
Party shall have all its rights and remedies with respect to such default as set
forth in the Assigned Guaranty. The Assignee shall promptly notify the Company
upon satisfaction in full of all Financing Liabilities.
5. No Previous Assignment. The Consenting Party represents and warrants
to the Assignee that it has not assigned, transferred or hypothecated, nor
previously consented to any assignment, transfer or hypothecation by the Company
of the Assigned Guaranty or any interest therein.
6. Amendment and Modification Without Consent. The Consenting Party
shall not amend, modify or consent to the amendment or modification of the
Assigned Guaranty without giving 30 days prior written notice to the Assignee,
unless the Company has certified to the Consenting Party in writing that such
amendment, modification or consent to amendment or modification is permitted
under the terms of the Financing Documents.
7. Payments to Revenue Account. The Consenting Party hereby agrees
that, so long as any notes, bonds, loans, letters of credit, commitments or
other obligations, or any other Financing Liabilities, are outstanding under the
Financing Documents and until the same have been satisfied in full, all payments
to be made by the Consenting Party with respect to the Assigned Guaranty shall
be in lawful money of the United States of America, in immediately available
funds. The Company hereby directs the Consenting Party to, and the Consenting
Party hereby agrees to, make all such payments with respect to the Assigned
Guaranty directly to the Assignee at ABA No. ▇▇▇▇▇▇▇▇▇, for credit to AES
Ironwood, L.L.C, for further credit to Account No. 630000041.2 (Revenue Account)
Attention: Capital Markets Trust Services, or to such other person and/or at
such other address as the Assignee may from time to time specify in writing to
the Consenting Party. All payments required to be made by the Consenting Party
under the Assigned Guaranty shall be made without any offset, recoupment,
abatement, withholding, reduction or defense whatsoever, except for such offset,
recoupment, abatement, withholding or reduction as is not prohibited by the
terms of the Assigned Guaranty.
8. Protection of Assignee. In the event that either (a) the Company's
interest in the Project shall be sold, assigned or otherwise transferred
pursuant to the exercise of any right, power or remedy by the Assignee or
pursuant to judicial proceedings, or (b) the Company rejects all or a portion of
the Assigned Guaranty under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or other similar
Federal or state statute and such rejection is approved by the appropriate
bankruptcy court or is otherwise effective pursuant to such statute, the
Consenting Party shall, promptly, and in no event longer than ten (10) days
after receipt of written request therefor, execute and deliver an agreement to
the Assignee, any Senior Parties or any of their respective nominees,
purchasers, assignees or transferees, as the case may be, for the remainder of
the term of the Assigned Guaranty and with the
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same terms as are contained therein. References in this Consent to Assignment to
"Assigned Guaranty" shall be deemed also to include such new agreement.
9. Acknowledgement of Assignee's Obligations and Rights. Neither the
Assignee nor any of the Senior Parties has any obligation hereunder to extend
credit to the Consenting Party or any contractor of the Consenting Party at any
time for any purpose. The Assignee shall have no obligation to the Consenting
Party under the Assigned Guaranty until such time as the Assignee notifies the
Consenting Party in writing of the Assignee's election to exercise its rights
hereunder. Upon the occurrence and during the continuance of an event of default
under any of the Security Documents, the Assignee or any of the Senior Parties
shall have the right to the extent authorized under the Security Documents, to
(a) take possession of the Project and operate the same, (b) sell or otherwise
transfer their interest in the Project and any purchaser at such sale shall
succeed to the Assignee's or the Senior Parties' rights hereunder ("Substitute
Owner"), as the case may be, provided that the Substitute Owner thereof shall
agree in writing to assume the obligations of the Company under the EPC
Agreement and (c) exercise all rights of the Company under the Assigned Guaranty
in accordance with the terms thereof. Subject to compliance with the provisions
of the Assigned Guaranty (if applicable) and the terms of this Consent to
Assignment, the Consenting Party shall cooperate with the Assignee and with the
Assignee's exercise of such rights. Without limiting the generality of the
foregoing, upon the occurrence and during the continuance of an event of default
under any of the Financing Documents, the Assignee, any of the Senior Parties or
any of their respective designees or assignees shall have the full right and
power to enforce directly against the Consenting Party all obligations of the
Consenting Party under the Assigned Guaranty and otherwise to exercise all
remedies thereunder, and to make all demands and give all notices and make all
requests required or permitted to be made by the Company under the Assigned
Guaranty. The Assignee, any of the Senior Parties or any of their respective
designees or assignees shall have the right, but not the obligation, to perform
any act, duty or obligation required of the Company thereunder at any time;
provided that nothing herein shall require the Assignee, any of the Senior
Parties or any of their respective designees or assignees to cure any default of
the Company under the Assigned Guaranty or to perform any act, duty or
obligation of the Company under the Assigned Guaranty except during any such
period that it shall have become a Substitute Owner and assumed such duties and
obligations. The obligations of any Substitute Owner shall be no more than that
of the Company under such Assigned Guaranty, any Substitute Owner shall have no
personal liability to the Consenting Party for the performance of such
obligations and the sole recourse of the Consenting Party, if there is a
Substitute Owner, shall be to Substitute Owner's interest in the Facility. The
Collateral Agent is not required to take any discretionary action under this
Agreement unless it receives written direction from the Required Senior Parties.
The Collateral Agent is entitled to receive indemnification to its satisfaction
before taking any action as directed by the Required Senior Parties.
10. Refinancing. The Consenting Party hereby acknowledges that the
Company may from time to time obtain refinancing for the Project (including
privately or publicly placed bonds or notes), and the Consenting Party agrees
that it will promptly upon request execute in favor of the lenders providing
such refinancing a consent to assignment containing terms and conditions that
are customary for such transactions.
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11. Representations. The Consenting Party represents and warrants to
the Assignee as follows:
(a) The Consenting Party is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and is in
good standing in all jurisdictions where necessary in light of the business it
conducts (including, without limitation, performance of its obligations under
the Assigned Guaranty) and the properties it owns.
(b) The Consenting Party has the necessary corporate power,
corporate authority and legal right to execute, deliver and perform its
obligations under the Assigned Guaranty and this Consent to Assignment, and the
execution and delivery by the Consenting Party of the Assigned Guaranty and this
Consent to Assignment and the performance of its obligations thereunder and
hereunder have been duly authorized by all necessary corporate action and do not
and will not (i) require any consent or approval of the Consenting Party's board
of directors or any shareholder of the Consenting Party, (ii) violate any
provision of the corporate charter or by-laws of the Consenting Party or any
provision of any material law, rule or regulation, or any material order, writ,
judgment, injunction, decree, determination or award having applicability to the
Consenting Party and the performance of the Assigned Guaranty and this Consent
to Assignment, (iii) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Consenting Party is a party or by which it or its
properties may be bound or affected or (iv) result in, or require, the creation
or imposition of any mortgage, deed of trust, pledge, lien, security interest,
charge or encumbrance of any nature upon or with respect to any of the
properties now owned or hereafter acquired by the Consenting Party; and the
Consenting Party is not in violation, breach or default of any provision of the
corporate charter or by-laws of the Consenting Party or any provision of any
material law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award having applicability to the Consenting Party and the
performance of the Assigned Guaranty and this Consent to Assignment or any
agreement referred to above in clause (iii) of this subsection (b), which
violation could reasonably be expected to have a material adverse effect on the
ability of the Consenting Party to perform its obligations under this Consent to
Assignment or the Assigned Guaranty.
(c) The Assigned Guaranty and this Consent to Assignment have been
duly executed and delivered and each constitutes a valid and binding obligation
of the Consenting Party, enforceable in accordance with their terms, except to
the extent that enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting the
enforcement of creditors' rights and general equitable principles.
(d) No consent or approval of, or other action by, or any notice or
filing with, any court or administrative or governmental body (except those
previously obtained and in full force and effect) is required in connection with
the execution and delivery of the Assigned Guaranty or this Consent to
Assignment or the performance by the Consenting Party of its obligations
thereunder or hereunder. The Consenting Party has obtained all permits,
licenses, approvals, consents, authorizations and exemptions, if any, with
respect to the performance of its obligations under the Assigned Guaranty and
this Consent to Assignment required by applicable laws, statutes, rules and
regulations in effect as of the date hereof.
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(e) The Consenting Party is not in default with respect to the
Assigned Guaranty and has no knowledge, as of the date hereof, of any claims or
rights of set off by the Consenting Party against the Company. To the best of
the Consenting Party's knowledge after due inquiry, each other party to the
Assigned Guaranty have complied with all conditions precedent to the respective
obligations of such party to perform under the Assigned Guaranty.
(f) There are no proceedings pending or, to the best of the
Consenting Party's knowledge after due inquiry, threatened against or affecting
the Consenting Party in any court or before any governmental authority or
arbitration board or tribunal (whether or not purportedly on behalf of the
Consenting Party) which may result in a material or adverse effect upon the
property, business, prospects, profits or condition (financial or otherwise) of
the Consenting Party, or the ability of the Consenting Party to perform its
obligations under, or which purports to affect the legality, validity or
enforceability of, the Assigned Guaranty or this Consent to Assignment; and the
Consenting Party is not in default with respect to any order of any court,
governmental authority or arbitration board or tribunal which default could
reasonably be expected to have a material adverse effect on the ability of the
Consenting Party to perform its obligations under this Consent to Assignment or
the Assigned Guaranty.
(g) All representations, warranties and other statements made by
the Consenting Party in the Assigned Guaranty were true and correct as of the
date when made and are true and correct as of the date of this Consent to
Assignment.
12. Binding Upon Successors. All agreements, covenants, conditions and
provisions of this Consent to Assignment shall be binding upon and inure to the
benefit of the successors and assigns of each of the parties hereto.
13. Captions. The captions or headings at the beginning of each Section
hereof are for the convenience of the parties hereto only and are not a part of
this Consent to Assignment.
14. Governing Law. (a) THIS CONSENT TO ASSIGNMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).
(b) Any legal action or proceeding with respect to this Consent to
Assignment and any action for enforcement of any judgment in respect thereof may
be brought in the courts of the State of New York or of the United States of
America for the Southern District of New York, and, by execution and delivery of
this Consent to Assignment, each of the Consenting Party and the Assignee hereby
accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
appellate courts from any appeal thereof. Each of the Consenting Party and the
Assignee hereby irrevocably designates, appoints and empowers CT Corporation
System, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, as its designee, appointee and
agent to receive, accept and acknowledge for and on its behalf, and in respect
of its property, service of any and all legal process, summons, notices and
documents which may be
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served in any action or proceeding. If for any reason such designee, appointee
and agent shall cease to be available to act as such, the Assignee or the
Consenting Party, as applicable, agrees to designate a new designee, appointee
and agent in New York City on the terms and for the purposes of this provision
satisfactory to the Assignee. Each of the Consenting Party and the Assignee
irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Consenting Party at its
notice address being ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Law
Department MC 475 and to the Assignee at the address set forth in Section 4.
Each of the Consenting Party and the Assignee hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Consent to Assignment brought in the courts referred to above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum. Nothing herein shall affect the right of the Assignee or any
of their respective designees or assignees to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Consenting Party in any other jurisdiction.
15. Amendment. This Consent to Assignment may be modified, amended or
rescinded only by a writing expressly referring to this Consent to Assignment
and signed by both the Consenting Party and the Assignee. The Assignee may
request the direction of the Senior Parties prior to signing any amendments
described herein.
16. Severability. Every provision of this Consent to Assignment is
intended to be severable. If any term or provision hereof is declared by a court
of competent jurisdiction to be illegal, invalid or unenforceable for any reason
whatsoever, such illegality, invalidity or unenforceability shall not affect the
other terms and provisions hereof, which terms and provisions shall remain
binding and enforceable, and to the extent possible all of such other provisions
shall remain in full force and effect.
17. Counterparts. This Consent to Assignment may be executed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
18. Authority to Take Specific Actions. Notwithstanding any provision
of this Consent to Assignment to the contrary, if an action by the Assignee is
authorized by the Assigned Guaranty or by this Consent to Assignment, the
Consenting Party shall be obligated to recognize or follow instructions given by
a Senior Party or any of its respective designees or assignees, or any successor
or assign of the Assignee or any Senior Party, only if such person has provided
to the Consenting Party reasonable written documentation of its authority by or
on behalf of the Assignee to undertake the action which it is requesting or
directing, and a written certification to the Consenting Party that it is so
authorized to act.
19. Consenting Party Liability. This Consent to Assignment is intended
to be solely for the benefit of the Assignee and is not intended to provide any
additional rights to the Company. In no event shall the Consenting Party be
liable for damages or have any liability pursuant to this
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Consent to Assignment in excess of the maximum liability for which the
Consenting Party is liable under the Assigned Guaranty. Any rights herein
granted Assignee, Company, Collateral Agent, Trustee, or the Senior Parties and
any of their respective permitted successors and assigns with respect to the EPC
Contract shall be subject to the provisions of the Consent to Assignment for
said EPC Contract between Siemens Westinghouse Power Corporation and IBJ
Whitehall Bank and Trust Company effective June 1, 1999.
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IN WITNESS WHEREOF, each of the Consenting Party and the Assignee has
duly executed this Consent to Assignment as of the date first above written.
SIEMENS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President, General Counsel
and Secretary
IBJ WHITEHALL BANK & TRUST COMPANY,
as COLLATERAL AGENT
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
REVIEWED AND CONSENTED TO:
AES IRONWOOD, L.L.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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