DEBT

Recourse Debt — On April 30, 2013, the Company issued $500 million aggregate principal amount of 4.875% senior notes due 2023. On May 17, 2013, the Company issued an additional $250 million aggregate principal amount of 4.875% senior notes due 2023 to form a single series with the notes issued on April 30, 2013. After this offering, the Company completed the redemption of $928 million aggregate principal of its existing 7.75% senior notes due 2014, 7.75% senior notes due 2015, 9.75% senior notes due 2016, and 8.0% senior notes due 2017 through respective tender offers in May 2013. In June 2013, the Company redeemed an additional $122 million of its 7.75% senior notes due 2014 as per the optional redemption provisions of the senior note indentures. As a result of these transactions, the Company voluntarily reduced outstanding principal by $300 million and extended maturities of an additional $750 million to 10 years. The Company recognized a loss on extinguishment of debt of $163 million on these transactions that is included in the Condensed Consolidated Statement of Operations.

On July 26, 2013, the Company entered into an amendment No. 3 to the senior secured credit facility dated as of July 29, 2010 that amended the terms and conditions of the senior secured credit facility, including the following changes:


•	the final maturity date of the senior secured credit facility is extended to July 26, 2018 from January 29, 2015;


•	the interest rate margin applicable to the senior secured credit facility is based on the credit rating assigned to the loans under the senior secured credit facility, with pricing currently at LIBOR + 2.25%;


•	there is an undrawn fee of 0.50% per annum; and


•	the subsidiary guarantors party to the senior secured credit facility are released from their obligations under the old senior secured credit facility and have no obligations under the amended senior secured credit facility.

The aggregate commitment for the senior secured credit facility remains $800 million.

Non-Recourse Debt

Significant transactions

During the nine months ended September 30, 2013, we had the following significant debt transactions at our subsidiaries:


•	Tietê issued new debt of $496 million partially offset by repayments of $396 million;


•	El Salvador issued new debt of $310 million partially offset by repayments of $301 million;


•	Sul issued new debt of $150 million partially offset by repayments of $40 million;


•	Mong Duong drew $339 million under its construction loan facility;


•	DPL terminated its $425 million term loan and replaced it with a new $200 million term loan;


•	DP&L issued $445 million of first mortgage bonds to partially repay $470 million of existing bonds which were repaid at par on October 1, 2013;


•	IPL issued new debt of $170 million partially offset by repayments of $110 million;


•	Masinloc refinanced its senior debt facility of $500 million and incurred a loss on extinguishment of debt of $43 million. See Note 12—Other Income and Expense for further information;


•	Jordan drew $138 million under its construction loan facility; and


•	Cochrane drew $120 million under its construction loan facility.

Debt in default

The following table summarizes the Company’s subsidiary non-recourse debt in default or accelerated as of September 30, 2013 and is classified as current non-recourse debt unless otherwise indicated:



	Primary Nature of Default	September 30, 2013
Subsidiary	Primary Nature of Default	Default Amount		Net Assets
		(in millions)
Maritza	Covenant	$	836	$	684
Kavarna	Covenant	202		84
		$	1,038

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In addition to the defaults listed in the table above, Sonel and Kribi in Cameroon and Saurashtra in India have been classified as discontinued operations. As of September 30, 2013, Sonel and Kribi had debt in default of $255 million and $256 million; and net assets of $398 million and $46 million, respectively. Although currently not in default, debt of $21 million at Saurashtra has been classified as current because a covenant violation is probable within the next twelve months. Net assets at Saurashtra as of September 30, 2013 were $2 million. For further information please see Note 16 — Discontinued Operations and Held-for-Sale Businesses.

The above defaults are not payment defaults, but are instead defaults triggered by failure to comply with other covenants and/or other conditions such as (but not limited to) failure to meet information covenants, complete construction or other milestones in an allocated time, meet certain minimum or maximum financial ratios, or other requirements contained in the non-recourse debt documents of the borrower.

In addition, in the event that there is a default, bankruptcy or maturity acceleration at a subsidiary or group of subsidiaries that meets the applicable definition of materiality under the corporate debt agreements of The AES Corporation, there could be a cross-default to the Company’s recourse debt. As of September 30, 2013, none of the defaults listed above individually or in the aggregate results in a cross-default under the recourse debt of the Company.