FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For December 3, 2002
AES DRAX HOLDINGS LIMITED
18 Parkshot
Richmond
Surrey TW9 2RG
England
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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AES DRAX HOLDINGS LIMITED
INDEX
Item
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1. Second Supplemental Indenture between the Registrant and The Bank of New
York, as Trustee to the Indenture between the Registrant and The Bank of
New York, as Trustee
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AES DRAX HOLDINGS LIMITED
Date: December 3, 2002 By: /s/ John Turner
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Name: John Turner
Title: Director
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ITEM 1.
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SECOND SUPPLEMENTAL INDENTURE
by and among
AES DRAX HOLDINGS LIMITED,
as Issuer
AES DRAX POWER LIMITED, AES DRAX LIMITED, AES DRAX ELECTRIC LIMITED, AES
DRAX ACQUISITION LIMITED, and AES DRAX FINANCING LIMITED, as Guarantors
and
THE BANK OF NEW YORK,
as Trustee
Dated as of November 26, 2002
to the Indenture by and among
AES DRAX HOLDINGS LIMITED,
as Issuer
AES DRAX POWER LIMITED, AES DRAX LIMITED, AES DRAX
ELECTRIC LIMITED, AES DRAX ACQUISITION LIMITED, and AES DRAX
FINANCING LIMITED,
as Guarantors
and
THE BANK OF NEW YORK,
as Trustee
Dated as of August 2, 2000
(pound)200,000,000 9.07% Senior Secured Bonds due 2025
$302,400,000 10.41% Senior Secured Bonds due 2020
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TABLE OF CONTENTS
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PAGE
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ARTICLE 1
DEFINITIONS
Section 1.01. Definitions of Terms..........................................2
ARTICLE 2
AMENDMENTS TO THE INDENTURE
Section 2.01. Minimum Insurance Requirements................................3
ARTICLE 3
CONDITIONS PRECEDENT; EFFECTIVENESS
Section 3.01. Effectiveness.................................................3
ARTICLE 4
MISCELLANEOUS
Section 4.01. Ratification of Base Indenture; Second Supplemental Indenture
Controls .....................................................3
Section 4.02. Trustee Not Responsible for Recitals..........................3
Section 4.03. Governing Law.................................................3
Section 4.04. Severability..................................................4
Section 4.05. Counterparts..................................................4
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SECOND SUPPLEMENTAL INDENTURE dated as of November 26, 2002 (the "Second
Supplemental Indenture") among AES DRAX HOLDINGS LIMITED, an exempted company
incorporated with limited liability under the laws of the Cayman Islands
(Registered No. 92144) (the "Issuer"), AES DRAX POWER LIMITED, a private
limited company incorporated under the laws of England and Wales (Registered
No. 03618559) ("Drax Power Limited"), AES DRAX LIMITED, an exempted company
incorporated with limited liability under the laws of the Cayman Islands
(Registered No. 91616) ("Drax Limited"), AES DRAX ELECTRIC LIMITED, an exempted
company incorporated with limited liability under the laws of the Cayman
Islands (Registered No. 102237) ("Drax Electric"), AES DRAX ACQUISITION
LIMITED, a private limited company incorporated under the laws of England and
Wales (Registered No. 3834878) ("Drax Acquisition") and AES DRAX FINANCING
LIMITED, a private limited company incorporated under the laws of England and
Wales (Registered No. 3834874) ("Drax Financing," and together with Drax Power
Limited, Drax Limited, Drax Electric and Drax Acquisition, the "Guarantors"),
and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"Trustee") under the Indenture dated as of August 2, 2000 and supplemented as
of February 25, 2002, among the Issuer, the Guarantors and the Trustee, as from
time to time supplemented or amended (the "Base Indenture" and together with
this Second Supplemental Indenture, the "Indenture").
WHEREAS, the Issuer, the Guarantors and the Trustee executed and delivered
the Base Indenture to provide for the issuance of the Issuer's
(pound)200,000,000 9.07% Senior Secured Bonds due 2025 and $302,400,000 10.41%
Senior Secured Bonds due 2020 (together the "Senior Bonds");
WHEREAS, Article 9 of the Base Indenture provides that the Issuer, when
authorized by or pursuant to a resolution of its Board of Directors, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Indenture to, among other things, make any
changes to the Minimum Insurance Requirements permitted to be made under the
Indenture;
WHEREAS, the Issuer, the Guarantors and the Trustee deem it advisable to
enter into this Second Supplemental Indenture for the purpose of making changes
to the Minimum Insurance Requirements pursuant to Section 4.32(b) of the Base
Indenture;
WHEREAS, the Issuer and the Guarantors have duly authorized the execution
and delivery of this Second Supplemental Indenture and requested that the
Trustee execute and deliver this Second Supplemental Indenture, and all
conditions and requirements necessary to make this Second Supplemental
Indenture a valid and binding instrument in accordance with its terms have been
performed and fulfilled by the parties hereto.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in
consideration of the premises, it is mutually agreed, for the equal and
proportionate benefit of all Holders, as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions of Terms. For all purposes of the Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:
(a) a term defined in the Base Indenture and not otherwise defined herein
has the same meaning when used in this Second Supplemental Indenture;
(b) unless otherwise specified, a reference to a Section or Article is to
a Section or Article of this Second Supplemental Indenture;
(c) headings are for convenience of reference only and do not affect
interpretation; and
(d) the following term has the meaning given to it in this Section 1.01(d)
and shall have the meaning set forth below for purposes of this Second
Supplemental Indenture and the Base Indenture as it relates to the amendments
hereunder:
"Minimum Insurance Requirements" means all contracts and policies of
insurance and reinsurance taken out in accordance with the requirements of the
Original Bond Documents as in effect on the date of this Indenture, as such
requirements may be amended from time to time in accordance with Section
4.32(b) of the Base Indenture, except that for purposes of this Indenture:
(i) the Maximum Deductible referred to in Part 1, paragraph 1 of
Exhibit A to The Fourth Schedule (Insurances) to the Original Bond Trust
Deed shall not exceed (pound)5,000,000 each and every loss and shall not
be subject to an annual aggregate deductible;
(ii) the Minimum Sum Insured required by Part 1, paragraph 1 of
Exhibit A to The Fourth Schedule (Insurances) to the Original Bond Trust
Deed shall be $1,000,000,000 in respect of Property (Material Damage) "All
Risks" Insurance; and
(iii) the Business Interruption Insurance referred to in Part 1,
paragraph 2 of Exhibit A to The Fourth Schedule (Insurances) to the
Original Bond Trust Deed shall not be required for a period of six months
from November 27, 2002.
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ARTICLE 2
AMENDMENTS TO THE INDENTURE
SECTION 2.01. Minimum Insurance Requirements. The Minimum Insurance
Requirements under the Indenture are hereby amended pursuant to Section 4.32(b)
of the Base Indenture as set forth in Section 1.01(d) above.
ARTICLE 3
CONDITIONS PRECEDENT; EFFECTIVENESS
SECTION 3.01. Effectiveness. This Second Supplemental Indenture shall
become effective as of the date written above upon receipt by the Trustee of:
(a) a letter from the Insurance Consultant confirming that (i) the Minimum
Insurance Requirements as set forth in the Original Bond Documents as in effect
on the date of the Base Indenture are no longer available on commercially
reasonable terms and (ii) the proposed amendments of the Minimum Insurance
Requirements are reasonable having regard for Good Industry Practice; and
(b) duly executed counterparts of this Second Supplemental Indenture
signed by the Issuer, the Guarantors and the Trustee.
ARTICLE 4
MISCELLANEOUS
Section 4.01. Ratification of Base Indenture; Second Supplemental
Indenture Controls. The Base Indenture, as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed, and this
Second Supplemental Indenture shall be deemed part of the Base Indenture in the
manner and to the extent herein and therein provided. The provisions of this
Second Supplemental Indenture shall supersede the provisions of the Base
Indenture to the extent the Base Indenture is inconsistent herewith.
Section 4.02. Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Issuer and the Guarantors and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this Second
Supplemental Indenture.
Section 4.03. Governing Law. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of New
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York, without regard to its principles of conflicts of laws, except that the
authorization and execution of this Second Supplemental Indenture shall be
governed by the respective jurisdictions of organization of the Issuer, the
Guarantors and the Trustee, as the case may be.
Section 4.04. Severability. If any provision in the Base Indenture or this
Second Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 4.05. Counterparts. The parties may sign any number of copies of
this Second Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. Any signed copy shall be
sufficient proof of this Second Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
AES DRAX HOLDINGS LIMITED,
as Issuer
By: /s/ Garry Levesley
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Name: Garry Levesley
Title: Director
AES DRAX POWER LIMITED,
as Guarantor
By: /s/ Garry Levesley
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Name: Garry Levesley
Title: Director
AES DRAX LIMITED,
as Guarantor
By: /s/ Garry Levesley
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Name: Garry Levesley
Title: Director
AES DRAX ELECTRIC LIMITED,
as Guarantor
By: /s/ Garry Levesley
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Name: Garry Levesley
Title: Director
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AES DRAX ACQUISITION LIMITED,
as Guarantor
By: /s/ Garry Levesley
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Name: Garry Levesley
Title: Director
AES DRAX FINANCING LIMITED,
as Guarantor
By: /s/ Garry Levesley
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Name: Garry Levesley
Title: Director
THE BANK OF NEW YORK, as Trustee
By: /s/ Trevor Blewer
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Name: Trevor Blewer
Title: Vice President
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