The Underwriting Agreement has been duly authorized executed and delivered by the Company Contract Clauses (100)

The Underwriting Agreement has been duly authorized executed and delivered by the Company. We have considered the statements included in the Disclosure Package under the captions "Description of the Notes" and "Description of Securities", as supplemented by the information set forth in the Final Term Sheet, and in the Prospectus under the captions "Description of the Notes" and "Description of Securities" insofar as they summarize provisions of the Indenture and the Securities. In our opinion, such statements fairly summarize these provisions in all material respects. The statements i...ncluded in the Disclosure Package and the Prospectus under the caption "U.S. Federal Income Tax Consequences," insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, and subject to the limitations, qualifications and assumptions set forth therein, in our opinion fairly and accurately summarize the matters referred to therein in all material respects. Negative Assurance Letter On the basis of the information gained in the course of the performance of the services rendered above, but without independent check or verification except as stated above: (i) the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; and (ii) nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Securities: (a) on the date of the Underwriting Agreement, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) at [—] [A.M./P.M.] New York City time on May 15, 2014, the Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the Prospectus as of the date of the Underwriting Agreement or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Exhibit A-2-2 Exhibit B Principal Subsidiaries of the Company (and Jurisdiction of Incorporation or Formation) AES Gener S.A. (Chile) AES Chivor & Cia S.C.A. E.S.P. (Colombia) Empresa Electrica Campiche S.A. (Chile) AES Argentina Generacion S.A. (Argentina) Masinloc Power Partners Co. Ltd. (Phillippines) AES Tiete S.A. (Brazil) Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A. (Brazil) AES-3C Maritza East 1 Ltd. (Bulgaria) AES Kilroot Power Limited (Northern Ireland) AES Andres BV (Netherlands) AES Puerto Rico, L.P. (Delaware) The Dayton Power and Light Company (Ohio) Indianapolis Power & Light Company (Indiana) Exhibit B-1 EX-1.1 2 d730840dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION THE AES CORPORATION $775,000,000 Floating Rate Notes Due 2019 Underwriting Agreement May 15, 2014 Citigroup Global Markets Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Introductory. The AES Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named on Schedule A hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, $775,000,000 principal amount of its Floating Rate Notes due 2019 (the "Securities"). The Securities will be issued pursuant to an indenture dated as of December 8, 1998, as amended and supplemented (the "Base Indenture"), between the Company and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (as defined in Section 3 hereof) (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The use of the neuter in this Underwriting Agreement (the "Agreement") shall include the feminine and masculine wherever appropriate. View More