Exhibit 4.8
EXECUTION COPY
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PLEDGE AND SECURITY AGREEMENT
between
AES IRONWOOD, INC.
as Pledgor
and
IBJ WHITEHALL BANK & TRUST COMPANY
as Collateral Agent
Dated as of June 1, 1999
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TABLE OF CONTENTS
Page
----
1. Definitions............................................................2
2. Pledge.................................................................2
3. Representations, Warranties and Covenants..............................3
4. Default................................................................5
5. Rights and Remedies Upon Event of Default..............................5
6. Security Interest Absolute.............................................5
7. Pledgor Remains Liable.................................................6
8. No Duty on Collateral Agent's Part.....................................6
9. Notices................................................................6
10. Waiver.................................................................6
11. Time of Essence........................................................7
12. Binding Upon Successors................................................7
13. Captions...............................................................7
14. Governing Law, Legal Proceedings and Waiver of Jury Trial..............7
15. Amendments, Changes and Modifications..................................8
16. Severability...........................................................8
17. Collateral Agent Not Liable............................................8
18. Limitation of Recourse.................................................8
19. Counterparts...........................................................9
20. Continuing Assignment, Pledge and Security Interest....................9
21. Security Only..........................................................9
22. Payments Set Aside.....................................................9
Annexes
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PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT (this "Pledge Agreement"), dated as
of June 1, 1999, by and between AES IRONWOOD, INC., a corporation organized and
validly existing under the laws of the State of Delaware (the "Pledgor") and IBJ
Whitehall Bank and Trust Company, a bank duly organized and existing under the
laws of the State of New York ("IBJ"), as collateral agent (together with its
successors in such capacity, the "Collateral Agent") for the benefit of and on
behalf of the Senior Parties defined below.
A. AES IRONWOOD, L.L.C., a limited liability company organized and
validly existing under the laws of the State of Delaware (the
"Company") is providing for the development, construction,
ownership and operation of a nominal 705 MW (net) gas-fired
combined cycle electric generating facility and related equipment
and facilities (the "Project") to be located in South Lebanon
Township, Lebanon County, Pennsylvania.
B. The Company intends to finance the development and construction of
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, as
trustee (the "Trustee") and depositary bank, as it may be amended
or supplemented from time to time (the "Indenture").
C. In connection with the commencement of commercial operation of the
Project, the Company is required to deliver the Debt Service
Reserve Letter of Credit (the "DSR Letter of Credit"). Dresdner
Bank New York Branch ("Dresdner"), as issuing bank, has agreed to
issue the DSR Letter of Credit subject to the terms and conditions
contained in the DSR LOC Reimbursement Agreement, dated as of June
1, 1999 (as amended, supplemented or modified and in effect from
time to time, the "DSR LOC Reimbursement Agreement"), among each of
the banks and financial institutions parties thereto and Dresdner,
as issuing bank and as agent for such banks including the issuing
bank and financial institutions (in such capacity as agent, and
together with its successors and assigns, the "DSR LOC Provider").
D. In connection with the Company's obligations under Section 19.2 of
the Power Purchase Agreement, the Company may deliver the
Construction Period Letter of Credit (the "CP LOC"). Dresdner, as
issuing bank, has agreed to issue the CP LOC subject to the terms
and conditions contained in the CP LOC Reimbursement Agreement,
dated as of June 1, 1999 (as amended, supplemented or modified and
in effect from time to time, the "CP LOC Reimbursement Agreement"),
among each of the banks and financial institutions parties thereto
and Dresdner, as issuing bank and as agent for such banks and the
issuing bank and financial institutions (in such capacity as agent,
and together with its successors and assigns, the "CP LOC
Provider").
E. The Company may finance certain working capital requirements of the
Project by entering into a working capital agreement with a
financial institution for the
provision of credit to the Company (such financial institution, the
"Working Capital Provider").
F. All obligations of the Company under the Securities, the DSR LOC
Reimbursement Agreement and related evidences of indebtedness, the
CP LOC Reimbursement Agreement and related evidences of
indebtedness, the Collateral Agency Agreement (defined below), and
any working capital agreement (collectively, the "Financing
Documents") to the Trustee, the DSR LOC Provider, the CP LOC
Provider, the Collateral Agent, any Working Capital Provider, each
successor to any such person and any person providing Senior Debt
to the Company who becomes a party to the Collateral Agency
Agreement in accordance with its terms (collectively, the "Senior
Parties") will be secured by a certain Mortgage, the Security
Agreement, the Indenture, this Pledge Agreement and the Assignment
of Leases and Income, each between the Company and the Collateral
Agent (collectively, the "Security Documents").
G. The Collateral Agent, the Company, the DSR LOC Provider, the CP LOC
Provider and the Trustee entered into the Collateral Agency and
Intercreditor Agreement dated as of June 1, 1999 (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.
H. On the Closing Date, the Pledgor owns 100% of all of the ownership
interests of the Company.
I. In order to better secure the benefits of the other Collateral
subject of the Security Documents, the Pledgor has agreed to pledge
the ownership interests of the Company owned by the Pledgor from
time to time.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
FOR THE PURPOSE OF SECURING the payment and performance of the Senior Debt,
which Senior Debt may increase, decrease and increase again, from time to time,
the parties hereto hereby agree as follows:
1. Definitions. Except as otherwise expressly provided herein,
capitalized terms used in this Pledge Agreement and its Annexes shall have the
meaning given to them in the Indenture and the rules of construction set forth
in Section 1.1. of the Indenture shall apply herein as if set forth in this
Pledge Agreement.
2. Pledge. (a) As security for the full payment or performance when due
(whether at stated maturity, by acceleration or otherwise) of any and all of the
Senior Debt now existing or
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hereafter arising, the Pledgor hereby grants, pledges and collaterally assigns
to and creates in favor of the Collateral Agent, a lien on (the "Security
Interest") in all estate, right, title and interest of the Pledgor in, to and
under the following collateral, whether now existing or hereafter acquired (the
"LLC Collateral"):
(i) the ownership interests in the Company and to the extent
any of the following shall now or hereinafter exist any certificates
identified in Annex I hereto and all other ownership interests of
whatever class in the Company, now or hereafter owned by the Pledgor,
in each case together with the certificates evidencing the same
(collectively, the "Pledged Interests");
(ii) to the extent any of the following shall now or hereafter
exist all shares, securities, moneys or property representing a
dividend on any of the Pledged Interests, or representing a
distribution or return of capital upon or in respect of the Pledged
Interests (a "Dividend"), or resulting from a split-up, revision,
reclassification or other like change of the Pledged Interests or
otherwise received in exchange therefor, and any subscription warrants,
rights or options issued to the holders of, or otherwise in respect of,
the Pledged Interests; provided, however, that such Security Interest
in any Dividend shall not apply to, or to the extent such Security
Interest is then existing, shall be released without any notice or
required action from, such Dividend once such Dividend is distributed
from the Distribution Account in accordance with the terms of the
Collateral Agency Agreement and is no longer an asset of the Company;
(iii) without affecting the obligations of the Pledgor or the
Company under any provision prohibiting such action hereunder, in the
event of any consolidation or merger in which the Company is not the
surviving entity, all shares owned by the Pledgor of each class of the
capital stock of the successor entity formed by or resulting from such
consolidation or merger;
(iv) to the extent not included in the foregoing, all
proceeds, products and accessions of and to any and all of the
foregoing, including, without limitation, "proceeds," as defined in the
Uniform Commercial Code of the State of New York (the "UCC"), including
whatever is received upon any collection, exchange, sale or other
disposition of any of the LLC Collateral, and any property into which
any of the LLC Collateral is converted, whether cash or noncash
proceeds, and any and all other amounts paid or payable under or in
connection with any of the LLC Collateral; it being understood that the
Security Interest in the proceeds, products and accessions of and to
any LLC Collateral shall not apply to, or to the extent such Security
Interest is then existing, shall be released without any notice or
required action from, such LLC Collateral once such LLC Collateral is
distributed from the Distribution Account in accordance with the terms
of the Collateral Agency Agreement and is no longer an asset of the
Company.
(b) This Pledge Agreement secures, in accordance with the provisions
hereof, the Senior Debt.
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(c) The Collateral Agent and the Pledgor acknowledge and agree that
remedies, if any, that may be exercised from time to time hereunder during the
continuance of a Trigger Event under the Collateral Agency Agreement, will be
exercised by the Collateral Agent subject to, and in accordance with, the terms
of the Collateral Agency Agreement.
3. Representations, Warranties and Covenants. The Pledgor hereby
represents, warrants and covenants as follows:
(a) The Security Interest granted and created pursuant to this Pledge
Agreement is a legal and valid security interest in the LLC Collateral now owned
by the Pledgor or hereafter acquired.
(b) The Security Interest granted and created pursuant to this Pledge
Agreement (i) with respect to such of the LLC Collateral in which a security
interest may be perfected by the filing of a Financing Statement, will, upon the
filing of the necessary Financing Statements in all appropriate jurisdictions,
create a perfected security interest in the LLC Collateral now owned by the
Pledgor or hereafter acquired in which a security interest may be perfected by
filing; and (ii) with respect to such of the LLC Collateral in which a security
interest may be perfected by possession, will, upon the Collateral Agent's
taking possession of such LLC Collateral, create a perfected security interest
in such LLC Collateral now owned by the Pledgor or hereafter acquired in which a
security interest may be perfected by possession.
(c) The Pledgor shall cause (i) the organizational documents in respect
of the formation of the Company and (ii) the certificates representing the
Pledged Interests in the Company to each recite that such organizational
documents and Pledged Interests shall be governed by Article 8 of the UCC.
(d) The Pledgor is the legal and beneficial owner of the LLC Collateral
now owned by it, free and clear of all Liens.
(e) The Pledgor shall notify the Collateral Agent promptly in writing
of any claim against the LLC Collateral adverse (other than to a de minimis
extent) to the interest of the Collateral Agent hereunder.
(f) The Pledgor agrees that from time to time upon the request of the
Collateral Agent, the Pledgor will, at its sole cost and expense, promptly
execute and deliver all further instruments and documents, and take all further
action, which may be necessary or reasonably advisable, or that the Collateral
Agent may reasonably request, in order to perfect, maintain, preserve and
protect the Security Interest granted or purported to be granted hereby. Without
limiting the generality of the foregoing, the Pledgor will: (i) if any LLC
Collateral shall be evidenced by a promissory note or other instrument, deliver
and pledge to the Collateral Agent hereunder such note or instrument duly
endorsed and accompanied by duly executed instruments of transfer or assignment,
all in form and substance reasonably satisfactory to the Collateral Agent, and
(ii) execute and file such financing or continuation statements, or amendments
thereto and assignments thereof, and such other instruments, endorsements or
notices, as may be necessary, or as the Collateral Agent may reasonably request
in writing, in order to perfect, maintain, preserve and protect the Security
Interest granted or purported to be granted hereby.
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The Pledgor hereby authorizes the Collateral Agent to file one or more financing
or continuation statements, and amendments thereto and assignments thereof,
relating to all or any part of the LLC Collateral without the signature of the
Pledgor where permitted by law.
(g) The Pledgor shall keep and maintain, at its sole cost and expense,
satisfactory and complete records of the LLC Collateral. The Pledgor shall
furnish to the Collateral Agent from time to time statements and schedules
further identifying and describing the LLC Collateral and such other reports in
connection with the LLC Collateral as the Collateral Agent may reasonably
request, all in reasonable detail.
(h) The Pledgor shall not create, incur or permit to exist, and will
defend the LLC Collateral against, and shall take such other action as is
necessary, to remove any Lien or claim on or to the LLC Collateral and will
defend the right, title and interest of the Collateral Agent in and to any of
the LLC Collateral against the claims and demands of all Persons whomsoever. In
furtherance thereof, the Pledgor agrees (i) not to enter into a "control
agreement" with or grant "control" (within the meaning of the UCC) to any Person
other than the Collateral Agent in respect of any of the LLC Collateral that
constitutes "uncertificated securities" (within the meaning of the UCC) or (ii)
not to cause the Collateral Agent to register any transfer of any of the LLC
Collateral that constitutes "uncertificated securities" (within the meaning of
the UCC) to any Person other than the Collateral Agent.
(i) The principal place of business and chief executive office of the
Pledgor and the office where the Pledgor keeps its records concerning the LLC
Collateral, including the registration book in which all ownership interests of
the Company and pledges and transfers thereof are recorded (hereinafter,
collectively called the "Records") is located at the Pledgor's address for
notices set forth in the signature pages hereto.
(j) The Pledged Interests are duly authorized, validly existing, fully
paid and non-assessable and none of such Pledged Interests are subject to any
contractual restriction, or any restriction under the organic documents of the
Company, upon the transfer of such Pledged Interests (except for any such
restriction contained herein).
(k) The Pledged Interests constitute all of the issued and outstanding
shares of ownership interests of any class of the Company beneficially owned by
the Pledgor on the date hereof (whether or not registered in the name of the
Pledgor).
(l) The Pledgor owns 100% of the issued and outstanding ownership
interests of the Company as of the date hereof.
4. Default. The occurrence and continuation of a Trigger Event under
the Collateral Agency Agreement shall be deemed an "Event of Default" under this
Pledge Agreement:
5. Rights and Remedies Upon Event of Default. The remedies of the
Collateral Agent following an Event of Default hereunder or otherwise are set
forth in the Collateral Agency Agreement and the exercise of such remedies, if
any, shall be done by the Collateral Agent as, when and to the extent permitted
thereunder.
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6. Security Interest Absolute. All rights of the Collateral Agent
hereunder, the Security Interest and all obligations of the Pledgor hereunder,
shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Collateral
Agency Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Senior Debt, or any other
amendment or waiver of or any consent to any departure from the
Collateral Agency Agreement or any of the LLC Collateral;
(iii) any exchange, release or non-perfection of any LLC
Collateral or any other collateral, or any release or amendment or
waiver of or consent to or departure from any guaranty, for all or any
of the Senior Debt; or
(iv) to the fullest extent permitted by law, any other
circumstance that might otherwise constitute a defense available to, or
a discharge of, the Pledgor or any third party pledgor.
7. Pledgor Remains Liable. Anything herein to the contrary
notwithstanding, the Pledgor shall remain liable under any agreements included
in the LLC Collateral to the extent set forth therein to perform all of its
duties and obligations thereunder to the same extent as if this Pledge Agreement
had not been executed. The exercise by the Trustee or the Collateral Agent of
any of the rights or remedies hereunder shall not release the Pledgor from any
of its duties or obligations under any agreements included in the LLC
Collateral, except to the extent the Pledgor is expressly released therefrom by
the Trustee or the Collateral Agent in writing. The Collateral Agent shall not
have any obligation or liability under the LLC Collateral by reason of this
Pledge Agreement, nor shall the Collateral Agent be obligated to perform any of
the obligations or duties of the Pledgor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder, except to the
extent the Collateral Agent expressly assumes such obligations or duties in
writing consistent with its rights under this Pledge Agreement.
8. No Duty on Collateral Agent's Part. The powers conferred on the
Collateral Agent hereunder are solely to protect the Collateral Agent's
interests in the LLC Collateral and shall not impose any duty upon it to
exercise any such powers. The Collateral Agent shall be accountable only for
amounts that it receives as a result of the exercise of such powers, and neither
it nor any of its officers, directors, employees or agents shall be responsible
to the Pledgor for any act or failure to act hereunder, except for its own gross
negligence or willful misconduct.
9. Notices. All notices, demands, requests and other communications
required or permitted hereunder shall be in writing and shall be given and
deemed to have been given in accordance with the Collateral Agency Agreement.
10. Waiver. By exercising or failing to exercise any of its rights,
options or elections hereunder (without also expressly waiving the same in
writing), the Collateral Agent shall not be
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deemed to have waived any breach or default on the part of the Pledgor or to
have released the Pledgor from any of its obligations secured hereby. No failure
on the part of the Collateral Agent to exercise, and no delay in exercising
(without also expressly waiving the same in writing), any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof, or the exercise of any other right, power or
privilege.
11. Time of Essence. TIME IS OF THE ESSENCE WITH RESPECT TO THIS PLEDGE
AGREEMENT AND ALL OF ITS PROVISIONS.
12. Binding Upon Successors. This Pledge Agreement shall be binding
upon and inure to the benefit of the respective successors and permitted assigns
of each of the parties hereto.
13. Captions. The captions, headings and table of contents used in this
Pledge Agreement are for convenience only and do not and shall not be deemed to
affect, limit, amplify or modify the terms and provisions hereof.
14. Governing Law, Legal Proceedings and Waiver of Jury Trial. (a) THIS
PLEDGE AGREEMENT 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 Pledge
Agreement 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 Pledge Agreement, the Pledgor 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. The Pledgor
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 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
Pledgor, 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
Collateral Agent. The Pledgor 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, in
accordance with Section 9. The Pledgor 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
Pledge Agreement 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 Collateral
Agent to serve process in any other
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manner permitted by law or to commence legal proceedings or otherwise proceed
against the Pledgor in any other jurisdiction.
(c) EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS PLEDGE
AGREEMENT AND ANY AGREEMENTS CONTEMPLATED HEREBY TO BE EXECUTED IN CONJUNCTION
THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EACH PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS PLEDGE AGREEMENT.
15. Amendments, Changes and Modifications. This Pledge Agreement may
not be effectively amended or terminated except with the written consent of the
Pledgor and the Collateral Agent.
16. Severability. Any provision of this Pledge Agreement that is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization, without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.
17. Collateral Agent Not Liable. Neither this Pledge Agreement nor any
action on the part of the Collateral Agent (other than an express written
assumption) shall constitute an assumption by the Collateral Agent of any of the
obligations of the Pledgor related to any of the LLC Collateral, and the Pledgor
shall continue to be liable for all such obligations whether incurred before or
after an Event of Default.
18. Limitation of Recourse. In the event of non-performance by the
Pledgor under this Pledge Agreement, or any part thereof, or for any claim based
thereon or otherwise in respect thereof or related thereto, no recourse shall be
had to (i) any other assets or properties of the Pledgor (or any person that
controls the Pledgor within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) or (ii) any Affiliate of the Pledgor or any
incorporators, officers, directors or employees thereof, and no judgment
relating to the obligations of the Pledgor under this Pledge Agreement, or any
part thereof, or for any claim based thereon or otherwise in respect thereof or
related thereto, shall be obtainable by the Senior Parties or the Collateral
Agent against the Pledgor or any Affiliate of the Pledgor or any other
incorporator, stockholder, officer, employee or director past, present or future
of the Pledgor or any Affiliate of the Pledgor; provided, however, that nothing
contained herein shall prevent the taking of any action permitted by law against
the Pledgor or any of its Affiliates, or in any way affect or impair the rights
of the Collateral Agent or Senior Parties to take any action permitted by law,
in either case to realize upon the LLC Collateral and, provided further, that
nothing herein shall be deemed to affect the obligations of any Affiliate of the
Pledgor under any Transaction Document to which such Affiliate is a party.
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19. Counterparts. This Pledge Agreement 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.
20. Continuing Assignment, Pledge and Security Interest. This Pledge
Agreement shall create a continuing assignment, pledge and security interest in
the LLC Collateral and shall remain in full force and effect for the benefit of
the Collateral Agent until the satisfaction in full of the Senior Debt. Except
as set forth in Section 22 hereof, upon the payment in full of the Senior Debt
and all other amounts owing to the Collateral Agent under the Financing
Documents, the Security Interest granted hereby shall terminate and all rights
to the LLC Collateral shall revert to the Pledgor. In connection with such
termination, the Collateral Agent shall execute such instruments of release
prepared by the Pledgor as the Pledgor shall reasonably request at the Pledgor's
sole cost and expense.
21. Security Only. This Pledge Agreement is granted for security
purposes only. Accordingly, the Collateral Agent shall not enforce its rights
with respect to the LLC Collateral until such time as an Event of Default shall
have occurred and be continuing.
22. Payments Set Aside. To the extent that the Pledgor or any other
Person on behalf of the Pledgor makes a payment or payments to the Collateral
Agent, or the Collateral Agent enforces its security interests or exercise its
rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff of any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then to the extent of such recovery, the
Senior Debt or any part thereof originally intended to be satisfied, and this
Pledge Agreement and all Liens, rights and remedies therefor, shall be revived
and continued in full force and effect as if such payment had not been made or
such enforcement or setoff had not occurred.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be duly executed as of the date first written above.
AES IRONWOOD, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
[PLEDGE AND SECURITY AGREEMENT]
Annex I
AES IRONWOOD, L.L.C.
Witnesseth, this Certificate represents
TEN (10) COMMON SHARES
of AES IRONWOOD, L.L.C. (the "Company") and is registered in the name of AES
IRONWOOD, INC. (the "Initial Shareholder"). The Initial Shareholder is entitled
to those preferences and rights as set forth in Article III of the Limited
Liability Company Agreement (the "Agreement") of the Company. This Certificate
is transferable only in accordance with Section 3.2 and Section 6.1 of the
Agreement. This Certificate is governed by Article 8 of the Uniform Commercial
Code of the State of New York.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------- -----------------------------
Annex II
to
PLEDGE AND SECURITY AGREEMENT
DATED AS OF JUNE 1, 1999
FORM OF STOCK POWER
FOR VALUE RECEIVED, the undersigned, AES IRONWOOD, INC., a corporation
organized and validly existing under the laws of the State of Delaware, does
hereby sell, assign and transfer to ___________________________________ ten (10)
Common Shares of AES IRONWOOD, L.L.C. (the "Company"), a limited liability
company organized and validly existing under the laws of the State of Delaware
(the "Stock"), standing in the name of the undersigned on the books of said
company and does hereby irrevocably constitute and appoint
______________________ _________________ as the undersigned's true and lawful
attorney, for it and in its name and stead, to, as and to the extent permitted
pursuant to Section 2.3 of the Collateral Agency and Intercreditor Agreement,
dated as of June 1, 1999, among the Company, IBJ Whitehall Bank & Trust Company,
in its various capacities as described therein and Dresdner Bank AG, New York
Branch, in its various capacities as described therein (the "Collateral Agency
Agreement"), sell, assign and transfer all or any of the Stock, and for that
purpose to make and execute all necessary acts of assignment and transfer
thereof; and to substitute one or more persons with like full power, hereby
ratifying and confirming all that said attorney or substitute or substitutes
shall lawfully do by virtue hereof in accordance with the provisions of the
Collateral Agency Agreement.
Dated:
AES IRONWOOOD, INC.
By:
--------------------------------
Name:
Title:
II-1