Exhibit 10.5 An asterisk [(*)] indicates that confidential information has been omitted and filed separately with the Securities and Exchange Commission as part of a Confidential Treatment Request. MAINTENANCE PROGRAM PARTS, SHOP REPAIRS AND SCHEDULED...Aes Ironwood LLC • November 23rd, 1999 • Electric & other services combined • New York
W I T N E S S E T H:Assignment and Assumption Agreement • November 22nd, 1999 • Aes Ironwood LLC • New York
ARTICLE I ORGANIZATIONLimited Liability Company Agreement • November 22nd, 1999 • Aes Ironwood LLC • Delaware
AGREEMENT FORAgreement • March 28th, 2000 • Aes Ironwood LLC • Electric & other services combined • New York
ARTICLE I DEFINITIONSSecurity Agreement • November 22nd, 1999 • Aes Ironwood LLC • New York
between AES IRONWOOD, INC. as Pledgor andPledge and Security Agreement • November 22nd, 1999 • Aes Ironwood LLC • New York
Exhibit 10.1 GUARANTY BY THE WILLIAMS COMPANIES, INC.Aes Ironwood LLC • November 22nd, 1999 • New York
GUARANTYAes Ironwood LLC • November 22nd, 1999 • New York
REAL ESTATEAgreement • November 23rd, 1999 • Aes Ironwood LLC • Electric & other services combined • Pennsylvania
BY AND BETWEENPower Purchase Agreement • March 28th, 2000 • Aes Ironwood LLC • Electric & other services combined • New York
among AES IRONWOOD, L.L.C., as Company,Credit and Reimbursement Agreement • November 22nd, 1999 • Aes Ironwood LLC
amongCollateral Agency and Intercreditor Agreement • November 22nd, 1999 • Aes Ironwood LLC • New York
Dated as of June 1, 1999 amongEquity Subscription Agreement • November 22nd, 1999 • Aes Ironwood LLC • New York
EXECUTION COPY AES PRESCOTT, L.L.C. CONSENT TO ASSIGNMENT THIS CONSENT TO ASSIGNMENT (this "Consent to Assignment") is entered into as of June 1, 1999 by AES PRESCOTT, L.L.C., a Delaware limited liability company (the "Consenting Party"), and IBJ...Aes Ironwood LLC • November 22nd, 1999 • New York
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 &...Aes Ironwood LLC • November 22nd, 1999 • New York
betweenDevelopment and Operations Services Agreement • November 22nd, 1999 • Aes Ironwood LLC • New York
amongPower Purchase Agreement • November 22nd, 1999 • Aes Ironwood LLC • New York
AES IRONWOOD LETTERHEAD] July 26, 2002Aes Ironwood LLC • July 29th, 2002 • Electric & other services combined
Reference is made to the Trust Indenture, dated as of June 1, 1999, among AES Ironwood, L.L.C. (the "Company") and The Bank of New York, as successor in interest to IBJ Whitehall Bank and Trust Company, as trustee (the "Trustee") and The Bank of New York, as successor in interest to IBJ Whitehall Bank and Trust Company, as Depositary Bank (the "Indenture"), and the Collateral Agency and Intercreditor Agreement, dated as of June 1, 1999, among the Company, the Trustee, the Depositary Bank, The Bank of New York, as successor in interest to IBJ Whitehall Bank & Trust Company, as Collateral Agent, and Dresdner Bank AG, New York Branch, as DSR LOC Provider and CP LOC Provider (the "Collateral Agency Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Indenture.
Exhibit 23.2 [GRAPHIC OMITTED] ------------------------------------------------ -------------------------------- Hagler Bailly -------------------------------- ------------------------------------------------ PHB Hagler Bailly, Inc. Alan L. Madian...Graphic Omitted • November 22nd, 1999 • Aes Ironwood LLC
[GRAPHIC OMITTED] -------------------------------------------------------------------------------- Hagler Bailly -------------------------------------------------------------------------------- PHB Hagler Bailly, Inc. Alan L. Madian 1776 Eye Street, NW Senior Vice President Washington, DC 20006-3700 Tel 202-828-3928 Fax 202-296-3858 E-mail amadian@haglerbailly.com
by and betweenEffluent Supply Agreement • November 22nd, 1999 • Aes Ironwood LLC • Pennsylvania
RECITALS:Easement and Right of Access Agreement • November 23rd, 1999 • Aes Ironwood LLC • Electric & other services combined • Pennsylvania
EXECUTION COPY SIEMENS WESTINGHOUSE POWER CORPORATION CONSENT TO ASSIGNMENT THIS CONSENT TO ASSIGNMENT (this "Consent to Assignment") is entered into as of June 1, 1999 by SIEMENS WESTINGHOUSE POWER CORPORATION, a Delaware corporation (the "Consenting...Aes Ironwood LLC • November 22nd, 1999 • New York
EXECUTION VERSION THE WILLIAMS COMPANIES, INC. CONSENT TO ASSIGNMENT THIS CONSENT TO ASSIGNMENT (this "Consent to Assignment") is entered into as of June 1, 1999 by THE WILLIAMS COMPANIES, INC., a Delaware corporation (the "Consenting Party"), and IBJ...Aes Ironwood LLC • November 22nd, 1999 • New York
EXECUTION VERSION WILLIAMS ENERGY MARKETING & TRADING COMPANY CONSENT TO ASSIGNMENT THIS CONSENT TO ASSIGNMENT (this "Consent to Assignment") is entered into as of June 1, 1999 by WILLIAMS ENERGY MARKETING & TRADING COMPANY, a Delaware corporation...Aes Ironwood LLC • November 22nd, 1999 • New York
Letterhead of Williams Energy Marketing & Trading Co.] September 20, 2002Aes Ironwood LLC • September 25th, 2002 • Electric & other services combined
This letter is intended to memorialize the agreement between AES and Williams regarding Williams' obligation to post replacement security as set forth in Section 19.3 of the Agreement. All words capitalized herein but not otherwise defined shall have the meaning provided in the Agreement.
