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Published: 2008-03-26

AES Loan Contract - Hefei Zhongli Energy Co. Ltd. and AES Chigen Co. Ltd.



 Information contained herein, marked with [***], is being filed pursuant to a
                      request for confidential treatment.

                                AES LOAN CONTRACT

                     FOR HEFEI ZHONGLI ENERGY COMPANY, LTD.

         This AES LOAN CONTRACT (this 'Contract') is made and entered into as of
-----------  1996 by and between  Hefei  Zhongli  Energy  Company  Limited ('the
Borrower'),  a Sino-foreign  cooperative joint venture enterprise  organized and
existing  under the laws of the  People's  Republic of China  (Business  License
number is --------)  with its  registered  office at 415 Wuhu Road,  Hefei City,
Anhui Province, China and AES Chigen Company(L), Ltd (Company No: LL00408) ('the
Lender'),  a Labuan company  wholly-owned by AES CHINA GENERATING COMPANY.  LTD.
with its China  office  at 3/F  Jinqiao  Dasha  #1(A),  Jian Guo Men Wai  Dajie,
Beijing, China.

1.       THE LOAN.

         Subject to the terms and conditions of this Loan  Contract,  the Lender
agrees to make to the Borrower a loan in an  aggregate  amount not to exceed US$
8,000,000  such sum  shall  include  interest  accrued  during  construction  as
provided in Section 3 hereof, (the 'Loan'). This Loan is available for drawdowns
from time to time  between  the  Effective  Date as defined in Clause 24 of this
Contract and the 'Availability  Termination  Date',  which is the earlier of the
Guarantee  Completion Date of the Facility or the actual Project Completion Date
as each term is defined in the EPC Contract Dated --------  between Anhui Mingda
Electric  Power EPC Contract  Company,  Ltd.,  Anhui  Liyuan-AES  Power  Company
Limited and Hefei Zhongli Energy  Company  Limited.  In this Loan Contract,  the
'Available  Loan' means the aggregate  amount of the Loan available for drawdown
by the Borrower  from time to time prior to the  Availability  Termination  Date
less the sum of (i) the amount of each  drawdown  which has been made under this
Loan  Contract,  (ii)  the  aggregate  amount  of the  interest  accrued  on the
Outstandings  (as defined in Section  2(a)) as at such time,  and iii) all other
fees due to the Lender as defined in Section 3.  Subject to the  conditions  set
forth in Section 6, drawdowns under the Loan shall be made.


(a)  upon completion of the relevant  milestone as set in the drawdown  schedule
     attached as Exhibit B;

(b)  not less than 15 Banking  Days before the  proposed  date for the making of
     each draw  down,  the  Lender has  received  from the  Borrower a notice of
     drawdown substantially in the form of Exhibit A (the 'Notice of Drawdown'),
     the receipt of such Notice of Drawdown  shall oblige the Borrower to borrow
     the amount of the drawdown requested therein on the date stated therein;

(c)  the proposed  amount of each drawdown is an amount not less than US$800,000
     and an integral  multiple of  US$10,000  which is less than or equal to the
     Available Loan;

(d)  in the case of the first drawdown,  such drawdown must be made within three
     months of the Effective Date; and

(e)  each drawdown  shall be made on a day on which banks are authorized to open
     for  business  in Hong Kong and New York,  New York,  the United  States of
     America (a 'Banking Day').

2.       MATURITY.

         (a) The Borrower shall repay the aggregate outstanding principal amount
of the Loan (the  'Outstandings')  in accordance with the amortization  schedule
attached as Exhibit C. In any event,  the Borrower shall repay the  Outstandings
in full on a date which  falls ten (10) years after the  Effective  Date of this
Contract.

         (b) Subject to Section 2 (d), the Borrower  may, if it has given to the
Lender not less than one month's prior written notice to that effect, cancel the
whole or any part (being an amount or integral  multiple of US$1,000,000) of the
Available Loan.

         (c)  Subject  to section  2(d),  the  Borrower  shall have the right to
prepay all or any part of the  Outstandings  at any time after the  Availability
Termination  Date. Each of such optional  prepayments  shall be in an amount not
less than US$ 800,000 and shall be made with at least three months prior written
notice to the Lender.  Without  prejudice to the  foregoing,  the Borrower shall
only prepay on the then immediately  succeeding Payment Date and such prepayment
shall  include all interest  accrued on such portion of the  Outstandings  being
repaid.  Any  portion of the  Outstandings  prepaid may not be  reborrowed.  The
prepayments  of the  Outstandings  will be  applied to  satisfy  the  Borrower's
repayment  obligations  under  Section 2 (a) in inverse order of maturity to the
then remaining  installments  of principal to become due as set forth in Exhibit
C.

         (d) The Borrower may only serve a notice of  cancellation or prepayment
under Sections 2 (b) and 2 (c)  respectively  unless it has  demonstrated to the
satisfaction  of the  Lender  that  there are then  sufficient  committed  funds
available to the Borrower on an unsecured basis to meet all its needs in respect
of  financing  the  construction  and  start-up of the Facility (as such term is
defined in Section 7 (a)).

         (e) Each  notice of  cancellation  or,  as the case may be,  prepayment
shall  specify  the  date on which  such  cancellation  or,  as the case may be,
prepayment  is to be made and the amount to be cancelled or, as the case may be,
to be prepaid and shall oblige the Borrower to make such cancellation or, as the
case may be, prepayment on such date Provided that the Borrower may only specify
a Payment Date in respect of any prepayment to be made.

3.       INTEREST AND FEES.

         (a) INTEREST AND FEES:  During the period  beginning on the date of the
first drawdown  hereunder and ending on the  Availability  Termination  Date,(I)
interest shall accrue on the  Outstandings  from day to day at the rate of [***]
per annum and (ii) the  Management  Fee as defined  Section 3(b) shall accrue on
the  Outstandings  from  day  to  day  as  specified  in  Section  3(b).  On the
Availability  Termination  Date, the Lender shall calculate the aggregate amount
of  such  interest  and  the  Management  Fee  accrued  as at  the  Availability
Termination Date ( the 'Availability  Period Interest and Management Fee'). With
effect from the  Availability  Termination  Date, the amount of the Availability
Period Interest and Management Fee shall be consolidated  with the amount of the
Outstandings as at the Availability Termination Date and the sum of both amounts
shall  thereafter  be  treated  as  the  Outstandings.   With  effect  from  the
Availability   Termination   Date,  the  Borrower  shall  pay  interest  on  the
Outstandings calculated aforeesaid in this Section 3(a) from time to time at the
rate of [***] per annum plus the  Management  Feeas  specified in Section  3(b).
Interest and Management Fee on the  Outstandings  shall be computed on the basis
of the actual  number of days elapsed in a year of 360 days.  Interest  payments
shall be  payable  semiannually  in  arrears  on the first  Banking  Day of each
January,  and July  starting  from the  second  such  date to  occur  after  the
Availability Termination Date and on final maturity of the Loan (each such date,
a 'Payment  Date').  The Lender shall  calculate  and notify the Borrower of the
actual amount of each interest and  management fee payment not less than 15 days
prior to each Payment Date.

[***] Filed separately with the Commission pursuant to a request for 
confidential treatment.

         (b)  MANAGEMENT  FEE: The Borrower shall pay to the Lender a management
fee of [***] per annum on the Outstandings from time to time provided in Section
3(a).

[***] Filed separately with the Commission pursuant to a request for 
confidential treatment.

         (c)  CLOSING  FEE:  The  Borrower  shall pay to the Lender a  financial
closing fee of [***] on the date of the first drawdown of this Loan.

[***] Filed separately with the Commission pursuant to a request for 
confidential treatment.

4.       METHOD OF PAYMENT.

         All sums,  including all principal,  interest and fees,  payable to the
Lender  shall be paid in US Dollars  not later than 10:00 a.m.  Beijing  time on
each Payment  Date to the account of the Lender in Hong Kong (No.  -------- ) at
Citibank,  N.A., or such other account  within or outside of China as the Lender
notifies to the Borrower for this purpose.

5.       REPRESENTATIONS AND WARRANTIES.

         The  Borrower  represents  as of this date and  during the term of this
Loan Contract that:

         (a) the Borrower is a Sino-foreign cooperative joint venture enterprise
duly  established as a legal reason and existing in good standing under the laws
of the People's Republic of China;

         (b) the execution,  delivery and performance of this Loan Contract, and
each other  document  delivered in connection  herewith and the execution of the
Borrower's  rights hereunder or thereunder are within the Borrower's power, have
been duly authorized by all necessary  legal  corporate or other action,  and do
not contravene any law or any contractual restriction binding on the Borrower;

         (c) this  Loan  Contract  is,  and each  other  document  delivered  in
connection  herewith or therewith when executed will be legal, valid and binding
obligations  of the  Borrower  and are  enforceable  in  accordance  with  their
respective terms;

         (d) all governmental approvals necessary for the execution of this Loan
Contract,  and each other  document  delivered in connection  herewith have been
obtained  and all  governmental  approvals  necessary  for the  performance  and
enforceability hereof and thereof shall have been obtained prior to and shall be
in full force and effect on the date of each drawdown hereunder;

         (e) the  obligations  of the  Borrower  hereunder  and  under any other
document  executed in connection  herewith or therewith  constitute  the direct,
unconditional and general  obligations of the Borrower and the sum of all of the
Borrower'  other  indebtedness  does not exceed RMB two hundred  fifty  thousand
except the loans agreed to by the Lender as specified in Appendix D hereto;

         (f) the Borrower is not in default under any agreement or obligation to
which it is a party or by which  it may be  bound by  reason  of its  execution,
delivery or performance of this Loan Contract; and

         (g)  under the laws of China in force at the date  hereof,  withholding
tax of ten per cent.  (10%) is required to be levied in respect of any  interest
payment it may make hereunder;

         (h) under the laws of China in force at the date hereof,  the claims of
the Lender against the Borrower under this Loan Contract will rank at least pari
passu  with the claims of all its other  unsecured  creditors  save those  whose
claims are preferred solely by any bankruptcy,  insolvency, liquidation or other
similar laws of general application;

         (i) in any proceedings taken in China in relation to this Loan Contract
and any other document  executed in connection  herewith,  the choice of English
law as the governing  law of this Loan Contract and any such other  document and
any judgment obtained in England will be recognized and enforced, subject to the
provisions of the Civil Procedure Law of China;

         (j)  under  the laws of China  in force at the date  hereof,  it is not
necessary that this Loan Contract or any other  document  executed in connection
herewith be filed,  recorded or enrolled  with any court or other  authority  in
China or that any stamp,  registration  or similar tax be paid on or in relation
to this Loan Contract save for:


               (i) the Borrower's  compliance with the Foreign Debt Registration
          procedures in relation to the Loan; and

               (ii) payment of stamp duty of 0.005 per cent . of the full amount
          of the  Loan on  this  Loan  Contract  by both  parties  to this  Loan
          Contract respectively;

         (k) neither the Borrower nor the translations contemplated by this Loan
Contract  is  subject  to  currency  deposits   requirements   (other  than  any
requirements imposed by the Foreign Debt Registration  procedures in relation to
the Loan) of any nature under any applicable law or regulation of China,  nor is
there any  restriction  or  requirement  (other  than the  requirement  that the
Borrower complies with the Foreign Debt  Registration  procedures in relation to
the  Loan and any  generally  applicable  foreign  exchange  control  regulation
imposed after the date hereof) of the laws or  regulations of China which limits
the availability to the Borrower of US Dollars for the purpose of performing its
obligations  hereunder to make  payments in US Dollars or  otherwise  limits the
ability of the Borrower to perform such obligations.

         (l) no Event of Default (as  hereinafter  defined),  and no event which
with the giving of notice or the passing of time, or both,  would  constitute an
Event of Default, has occurred and is continuing.

6.       CONDITIONS PRECEDENT.

         The  obligation of the Lender to make the Loan  hereunder is subject to
the fulfillment, as determined solely by the Lender, of the following conditions
precedent at least five  Banking  Days prior to the  proposed  date of the first
drawdown of the Loan (except as  otherwise  indicated  below) and the  continued
fulfillment of such conditions on the date of the first drawdown:


         (a)  All  documents,   licenses,  approvals  and  permits  required  in
connection with the establishment of the Borrower as a Sino-foreign  cooperative
joint venture and the design, construction,  ownership, operation and management
of the Power Plant (as defined in the Operations  and Offtake  Contract which is
defined in Exhibit E) shall have been obtained and are in full force and effect;
without  limiting the generality of the foregoing,  such approvals shall include
approval by the  authorized  authority of Ministry of Foreign Trade and Economic
Cooperation of China of the Joint Venture  Contract and  Borrower's  Articles of
Association,  approval  by the Anhui  Provincial  Pricing  Bureau of the pricing
formula  set forth in  Appendix A to the  Operations  and  Offtake  Contract  as
defined in Exhibit E ),  approval by the relevant  government  department of the
Land Use  Rights  (as  defined  in the  Joint  Venture  Contract),  issuance  of
Borrower's  business licence,  approval regarding access to the foreign exchange
adjustment  center or foreign  exchange  banks,  and  approvals  referred  to in
Article 6.05 of the Joint Venture Contract;


         (b) All registered  capital and other loans required to be funded under
the Joint Venture Contract by each party thereto as of such date shall have been
funded in full;

         (c) The Lender  shall have  received  satisfactory  evidence of the due
authorization, execution and delivery by the Borrower of this Loan Contract, and
each other document delivered in connection herewith;

         (d) The Lender shall have received certified copies of all governmental
approvals and filings  required for the  execution,  delivery,  performance  and
enforceability  of this Loan  Contract  and each  other  document  delivered  in
connection  herewith or  therewith  and such  approvals  and filings are in full
force and effect;

         (e) Each of the  representations  and warranties set forth in Section 5
is true and correct in all material respects;

         (f) The Borrower  shall have  performed  in all  material  respects its
obligations required to be performed under this Loan Contract,

         (g) All contracts  referred to in the Joint Venture Contract  including
without limitation all Project Contracts (as defined in Exhibit E) and all other
material  contracts  required in connection with the construction of the Project
(as  defined  Operation  and  Offtake  Contract)  shall have been  executed  and
delivered by all parties thereto and are in full force and effect;

         (h)  The  Lender's   independent  engineer  (referred  to  in  the  EPC
Contract)or,  at the request of the Lender,  the  Borrower,  has  certified in a
manner satisfactory to the Lender that all applicable construction milestones as
set forth in Exhibit B have been met;

         (i) The Borrower shall has purchased the insurance policies required by
the Lender, as specified in the EPC Contract and Operations and Offtake Contract
and such policies shall be in full force and effect;

         (j) The Borrower shall has signed each of the loan contracts  listed in
the Exhibit D of this Contract.

         (k) The Lender  shall  have  received  a  favorable  opinion of H&P Law
Office  with  respect  to the  transactions  contemplated  hereby and such other
approvals, opinions and documents as the Lender may reasonably request;

         (l)  Satisfactory  Evidence that an amount equal to the proposed amount
to be drawn under the AES Loan Contract  between the Lender and Anhui Liyuan-AES
Power Company,  dated on the same date as this Contract, has been drawn or is to
be drawn on the same date as the proposed date of such drawdown.

         (m) Evidence  satisfactory to the Lender that the Borrower has paid all
stamp duties payable under the laws of China in connection with all the executed
originals of this Loan Contract.

         (n) Evidence satisfactory to the Lender that the borrowing contemplated
in this Loan Contract has been approved by the State  Administration of Exchange
Control  (including,  but not  limited  to,  the  registration  certificate  for
external  debt  issued by the State  Administration  of  Exchange  Control  (the
'REGISTRATION CERTIFICATE')).

         (o) Copies,  each certified a true copy by a duly authorized officer of
the Borrower, of each of the Project Contracts (referred to in Exhibit E).

         (p) Evidence satisfactory to the Lender that the Borrower has appointed
an English process agent pursuant to Section 13 (a).

7.       COVENANTS.

         (a) The  Borrower  shall at all times (i) preserve and maintain in full
force and effect its existence as a cooperative  joint venture under the laws of
China,  its  qualification  to do business in Anhui Province,  China and in each
other   jurisdiction  in  which  the  conduct  of  its  business  requires  such
qualification  and (ii)  obtain  and  maintain  in full  force  and  effect  all
documents,  licenses, permits and governmental approvals required at any time in
connection  with the  construction,  maintenance,  ownership or operation of the
Facility (as defined in the EPC Contract).

         (b) The Borrower shall (i) perform and observe all of its covenants and
agreements  contained in any Project Contract or any other document  relating to
the  Facility to which it is a party and (ii)  maintain in full force and effect
each of the Project Contracts.

         (c) The Borrower  shall  comply,  and shall ensure that the Facility is
constructed and operated, with all and any governmental requirements.

         (d) The Borrower  shall  promptly  provide to the Lender  copies of the
Borrower's  construction,  operation and financial reports and other information
relating to the construction or operation of the Facility.

         (e) The  Borrower  shall use the  proceeds  of the Loan  solely for the
purpose of financing the construction and start-up of the Facility.

         (f) The Borrower shall notify the Lender  immediately of the occurrence
of any Event of Default or of any event which  would  become an Event of Default
with the passage of time or giving of notice or both.

         (g) The Borrower  shall not,  without the prior written  consent of the
Lender,  assign,  sell,  pledge,  mortgage,  encumber or otherwise  transfer any
interest in any assets of the  Borrower  other than  transfers  in the  ordinary
course of its business  that would not have a materially  adverse  effect on the
Borrower or the ability of the Borrower to perform its obligations hereunder.

         (h) Prior to any due date for any  repayment of the principal of and/or
the payment of interest on the Loan, the Borrower shall (A) use the Registration
Certificate  and the notice  regarding such  repayment  and/or payment to obtain
from the registration  department a verification  and approval  certificate with
respect to such repayment  and/or  payment;  and (B) use such  verification  and
approval  certificate  and  the  Registration   Certificate  to  handle  matters
regarding the  remittance  from the foreign debt account of the principal of and
interest on the Loan outside of China at the relevant bank.

         (i) Prior to 31 January of each year,  the Borrower shall submit to the
local foreign  exchange  administration  a report  stating the amount of foreign
currency  purchased  in the  preceding  year for the  purpose  of  repaying  the
principal  of and/  paying the  interest  on the Loan and a plan  regarding  the
purchase  of foreign  currency  for the current  year.  and the  Borrower  shall
provide copies , certified by a duly authorized officer of the Borrower, of each
such report together with evidence  satisfactory to the Lender that the original
thereof has been delivered to the local foreign exchange administration.

         (j) The Borrower shall not,  without the prior written  approval of the
Lender,  seek to agree any  waiver or seek any  waiver  from any of the  lenders
party to the loan agreements set out in Exhibit D.

         (k) The Borrower  shall not,  without the prior written  consent of the
Lender, incur any further indebtedness save for indebtedness incurred in respect
of trade  finance  facilities  with  reputable  banks to enable the  Borrower to
purchase  equipment,  raw  materials  and services for the Project the aggregate
amount of which at any time does not exceed 250,000 RMB.

8.       EVENTS OF DEFAULT.

         (a) Each of the following  events and occurrences  shall  constitute an
Event of Default under this Loan Contract:

               (i) any representation or warranty of the Borrower proves to have
          been untrue when made or deemed to be made or renewed; or

               (ii) the Borrower  fails to repay when due any principal  amounts
          of the Loan,  or the Borrower  fails to pay within three  Banking Days
          after the date due any  interest or fee  payment,  due pursuant to the
          terms of this Loan  Contract , any document  delivered  in  connection
          herewith ; or

               (iii)  the  Borrower  fails to  perform  or  violates  any  other
          provision of this Loan  Contract  (including  without  limitation  the
          covenants),  or any document delivered in connection  herewith,  which
          continues unremedied for 30 days after notice thereof from the Lender;
          or

               (iv) except as  otherwise  provided  in clause  (ii)  above,  the
          Borrower  fails  to pay  when  due any  indebtedness  for  which it is
          liable,  contingently  or  otherwise,  or  any  such  indebtedness  is
          accelerated or is required to be prepaid prior to the stated  maturity
          thereof; or

               (v) any document,  license,  approval or permit  required for the
          performance or enforceability of the obligations of the Borrower under
          this Loan  Contract,  or any other  document  delivered in  connection
          herewith expires or is not renewed upon expiration or is terminated or
          revoked or modified in any material respect; or

               (vi) any  document,  license,  approval  or  permit  required  in
          connection  with the Project expires or is not renewed upon expiration
          or is terminated or revoked or modified in any material respect; or

               (vii) any  Project  Contract  is  materially  breached by a party
          thereto or such contract ceases to be in full force and effect; or

               (viii) the Borrower becomes  insolvent or unable to pay its debts
          when due,  or  commits  any act of  bankruptcy  including  filing  any
          petition in any bankruptcy,  winding-up or reorganization  proceeding,
          or  acknowledges  in writing its  insolvency  or  inability to pay its
          debts, or any petition relating to bankruptcy is filed with respect to
          it by its creditors; or

               (ix) one or more judgments  aggregating  at least  US$100,000 (or
          its  equivalent in any  currency)  that is not covered by insurance is
          entered  against the Borrower and is not satisfied,  vacated or bonded
          pending appeal within 60 days after such entry; or

               (x) the Project  becomes or is declared a total loss or is beyond
          economic repair in the opinion of an insurance expert appointed by the
          Lender; or

               (xi) any execution or distress is levied against,  or encumbrance
          takes possession by way of enforcement of security of the whole or any
          part of the property, undertaking or assets of the Borrower; or

               (xii) by or under the  authority  of any  government  (a) all, or
          substantially  all of, the  management of the Borrower is displaced or
          the authority of the Borrower in the conduct of its business is wholly
          or  partially  curtailed  or (b) all or a majority of its  revenues or
          assets is seized, nationalized, expropriated or compulsorily acquired;
          or

               (xiii) an Event of Default has occurred and is  continuing  or an
          event which with the giving of notice or the passing of time, or both,
          would  constitute  an Event of  Default,  under the AES Loan  Contract
          between the Lender and Anhui Liyuan-AES Power Company Limited dated on
          the same date as this Contract;

         (b) If an Event of Default  shall occur and be  continuing,  the Lender
shall have no further  obligation  to make further  drawdowns of the Loan to the
Borrower  and  the  Lender  may  by  notice  to the  Borrower  declare  all  the
Outstandings and accrued interest thereon and other amounts payable hereunder to
be  immediately  due and  payable,  whereupon  all  such  amounts  shall  become
forthwith due and payable  without further demand or notice of any kind . In the
event of an Event of Default,  the Lender shall also have the right to liquidate
the Borrower and its assets.

         (c) If the  Borrower  fails  to pay any sum  payable  under  this  Loan
Contract when due, the Lender shall charge the Borrower i) US$10,000 default fee
which the  Borrower  hereby  agrees shall be deemed to be due and payable on the
date of default and ii) in addition to the normal interest  defined in Section 3
(a) an  additional  two percent (2%) default  interest per annum on such sum for
the  period  beginning  from and  including  the due date to the date of  actual
payment  (after as well as before  judgment) as  conclusively  determined by the
Lender.

9.       ENTIRE AGREEMENT; AMENDMENTS.

         This Loan  Contract  constitutes  the entire  agreement  of the parties
hereto with respect to the subject  matter  hereof and may be amended only by an
instrument in writing signed by the parties hereto.

10.      INDEMNITY.

         (a) The  Borrower  shall pay all stamp duties in  connection  with this
Loan  Contract,  and each other  document  delivered in connection  herewith and
shall  reimburse  the  Lender  for any  other  cost,  expenses,  loss or  damage
(including  without  limitation any taxes but excluding taxes imposed on the net
income of the Lender by the  jurisdiction  of its  registration  and other costs
resulting  from changes in law after the date hereof)  incurred by the Lender in
connection  with, (i) the  negotiation,  preparation  and execution of this Loan
Contract  including  legal fees, or any other  document  delivered in connection
herewith and the completion of the transactions  contemplated herein or therein,
and (ii) the  preservation  and /or  enforcement of any of its rights under this
Loan  Contract or any other  document  delivered  herewith.  The payment of such
stamp duties by the Borrower and the reimbursement by the Borrower of such other
cost,  expenses,  loss or damage  (including  taxes as stated above) shall be in
addition to, and without prejudice to, the Borrower's obligation to pay interest
as set  forth in  Sections  3(a) and 8(c) and to repay the  principal  amount in
accordance with Section 2 (a) or pursuant to a declaration under Section 8(b).

         (b)  Without  limiting  the  generality  of clause  (a)  above,  if the
Borrower  shall be obligated to withhold  and pay any taxes  required  under the
applicable  laws of China or under any  agreement  between China and any country
which has jurisdiction  over the Lender or the Borrower,  the interest rate then
applicable  hereunder shall be automatically and accordingly  increased and such
that the additional  interest  payment shall ensure the net amounts  received by
and  retained the Lender  after such  withholding  shall be equal to the amounts
which  would  have  been  received  and  retained  by the  Lender  had  no  such
withholding been made.

         (c) The  indemnity  provisions  of this  Section 10 shall  survive  the
repayment of the Loan and the termination of this Loan Contract.

11.      NOTICE.

         All  notices  hereunder  shall  be  in  writing  and  shall  be  either
personally delivered,  or transmitted by postage prepaid registered air mail, or
by facsimile to the party  addressed  at the  relevant  address . and  facsimile
number  set forth  below  and , in the case of the  Lender,  shall be  expressly
marked  for the  attention  of the  department  or officer  identified  with the
Lender's  signature below and shall be deemed to have been made or delivered (in
the case of any  communication  made by letter) when left at that address or (as
the case may be) five (5) days after being  deposited in the post (air mail,  if
such letter is to be sent overseas) postage prepaid in an envelope  addressed to
it at that address or (in the case of any communication  made by facsimile) when
dispatched  after a  transmission  report  confirming  due  transmission  to the
correct  facsimile  number and the correct number of pages  transmitted.  Either
party may change its address by written notice to the other.

12.      GOVERNING LAW.

         This Loan Contract  shall be governed by and  interpreted in accordance
with the laws of England without regard to the conflict of laws rules thereof.

13.      SUBMISSION TO JURISDICTION.

         (a) The  Borrower  hereby  irrevocably  for the  benefit  of the Lender
consents  that any legal  action or  proceeding  against it or any of its assets
with respect to any of the  obligations  arising  under or relating to this Loan
Contract may be brought in any English  court,  as the Lender may elect,  and by
execution and delivery of this Loan Contract,  the Borrower  hereby  irrevocably
submits to and accepts with regard to any such action or proceeding,  for itself
and in respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts.  The Borrower hereby  irrevocably agree to
designate, appoint and empower AES Electric in England (address: Burleigh House,
17-19 Whorl Way, Richard TW10 6AG, U.K.), as its agent to receive for and on its
behalf  service of process in  England in any legal  action or  proceeding  with
respect to this Contract or any other document delivered in connection herewith.
The  foregoing,  however,  shall  not limit  the  rights of the  Lender to serve
process in any other  manner  permitted  by law or to bring any legal  action or
proceeding  or to obtain  execution of judgment in any  jurisdiction,  including
without limitation the People's Republic of China.

         (b) The Borrower hereby  irrevocably  waives any objection which it may
now or  hereafter  have to the  laying  of the  venue  of any  suit,  action  or
proceeding  arising  out of or  relating  to this  Loan  Contract  or any  other
document  delivered  in  connection  herewith  in  England  and  hereby  further
irrevocably  waives any claim it might now or hereafter have that England is not
a convenient forum for any such suit, action or proceeding.

14.      ARBITRATION.

         (a) Notwithstanding Section 13, the Lender may, in its sole discretion,
choose to submit any  dispute  arising  out of or in  connection  with this Loan
Contract for binding arbitration in Stockholm,  Sweden under the auspices of the
International  Chamber of Commerce in accordance  with the Rules of Conciliation
and  Arbitration  of the  International  Chamber of Commerce as in effect on the
date of this Loan  Contract  (except to the  extent  this  Section 14  specifies
different  procedures in which event such procedures will govern the arbitration
to the extent so specified).  The Lender may choose  arbitration with respect to
any dispute at any time either  before or after any filing of any claim,  action
or proceeding with any court by either party,  provided,  however, that once the
Lender  makes such a choice,  the relevant  dispute will be settled  finally and
exclusively  by  arbitration  irrespective  of (i) whether any claim,  action or
proceeding has already been  commenced in any court,  (ii) the magnitude of such
dispute or (iii) whether such dispute would otherwise be considered  justifiable
or for resolution by a court or arbitrate  tribunal.  In the event that a claim,
action or  proceeding  has  already  been  commenced  in a court when the Lender
chooses to submit the relevant dispute for arbitration, both parties hereto will
immediately  discontinue  and withdraw the claim,  action or proceeding from the
court so that the  dispute may be handled  exclusively  by  arbitration.  Once a
dispute is submitted by the Lender to  arbitration,  the Borrower shall not have
any right to file any  claim,  action or  proceeding  in any court in respect of
such  dispute or any matter  relating to such dispute so that the dispute may be
handled  exclusively  by  arbitration.  Any  action by the  Lender to submit any
dispute for  arbitration  shall not prevent the Lender from  bringing any claim,
action or proceeding in any court with respect to any other dispute.

         (b) The  Borrower  shall not have any right to submit  any  dispute  to
arbitration.

         (c) Any settlement and award rendered  through  arbitration  proceeding
will be final and binding upon the parties  hereto if the decision is in writing
and  contains  a reasoned  analysis  explaining  the  arbitrators'  reasons  for
rendering the award.  This Loan Contract and the rights and  obligations  of the
parties  hereto will  remain in full force and effect  pending the award in such
arbitration proceeding,  which award will determine whether and when termination
of this Loan Contract shall become effective.

         (d) The arbitration will be conducted in English and Chinese.

         (e)  There  will be three  arbitrators.  Each  party  will  select  one
arbitrator within 30 days after the Lender elects to commence arbitration.  Such
arbitrators will be freely selected,  and the parties hereto will not be limited
in their selection to any prescribed list. Within 30 days after the selection of
the latter of the two arbitrators  selected by the parties,  the two arbitrators
shall  select the third  arbitrator;  if the two  arbitrators  do not select the
third  within such 30 day period,  the  International  Arbitration  Court of the
International  Chamber of Commerce will select the third arbitrator.  If a party
does not appoint an arbitrator who has consented to  participate  within 30 days
after the selection of the first  arbitrator,  the relevant  appointment will be
made by the  International  Arbitration  Court of the  International  Chamber of
Commerce . The costs of the  arbitration  will be borne by the parties hereto as
determined by the  arbitration  tribunal taking into account the relative merits
of the positions of the parties.

         (f) The parties  hereto agree that the arbitrate  award may be enforced
against  the  parties  or their  assets  wherever  they may be found  and that a
judgment  upon  the  arbitration  award  may  be  entered  in any  court  having
jurisdiction thereof. Accordingly, the parties hereto irrevocably agree that any
action to enforce such judgment may be instituted wherever  appropriate and each
party hereby  irrevocably  waives,  to the fullest extent  permitted by law, any
objection  which it may have now or  hereafter to the laying of the venue or the
jurisdiction  or the convenience of the forum of any such action and irrevocably
submits generally and  unconditionally  to the jurisdiction of any such court in
any such action.

15.      BANKING DAY ADJUSTMENT.

         If the date on which a payment is due is not a Banking  Day,  such date
shall be  changed  to the next  succeeding  Banking  Day (or to the  immediately
preceding Banking Day if the next succeeding  Banking Day is in another calendar
month).

16.      INFORMATION.

         The Borrower shall provide the Lender with any and all such information
concerning the condition and operation of the Borrower,  financial or otherwise,
as the Lender may from time to time request.

17.      WAIVER; CUMULATIVE RIGHTS.

         The  failure  or delay of the  Lender  to  require  performance  by the
Borrower of any  provisions of this Loan Contract  shall not affect its right to
require performance of such provision unless and until such performance has been
waived in  writing by the  Lender.  Each and every  right  granted to the Lender
hereunder or under any other  document  delivered  in  connection  herewith,  or
allowed to it at law or in equity,  shall be cumulative  and is not exclusive of
any rights or remedies  provided by law and all such rights may be  exercised in
part or in whole from time to time.

18.      ASSIGNMENT.

         This Loan Contract  shall be binding upon and shall be  enforceable  by
the Borrower  and the Lender and the their  respective  successors  and assigns,
except that the Borrower shall have no right to assign or transfer its rights or
obligations hereunder.

19.      SET-OFF.

         Nothing  herein  contained  shall limit the right of set-off,  lender's
lien or counterclaim which may be available to the Lender under applicable law.

20.      SEVERABILITY.

         If any of the provisions contained in this Loan Contract,  or any other
document  delivered  in  connection  herewith  shall  be  invalid,   illegal  or
unenforceable  in any respect under any applicable  law, the validity,  legality
and enforceability of the remaining provisions contained herein or therein shall
not in any way be affected or impaired.

21.      COUNTERPARTS.

         This Loan  Contract  may be signed in any number of  counterparts.  Any
single  counterpart  or a set of  counterparts  signed,  in either case, by both
parties hereto shall constitute a full and original contract for all purposes.

22.      LANGUAGE.

         This Loan  Contract  shall be written and  executed in both Chinese and
English versions.  In the event of any  inconsistency  between the two versions,
the English version shall be the binding version.

23.      CONSTRUCTION.

         Unless otherwise  stated,  all references made in this Loan Contract to
'Sections',  'Clauses' and 'Exhibits' shall refer, respectively, to Sections of,
Clauses of and Exhibits to, this Loan Contract.  References  herein to this Loan
Contract include the Exhibits hereto.

24.      EFFECTIVENESS

         This Loan  Contract  shall  become  effective  on the date  ('Effective
Date') each of the following  requirement has been fulfilled:  i) the signing of
this Loan Contract  hereof ii) the signing of the AES Loan Contract  between the
Lender and Anhui Liyuan-AES Power Company Limited, iii) the registration of this
Loan Contract with the State  Administration of Exchange Control ('SAEC') or its
authorized government authority and the obtaining of a registration  certificate
from the SAEC and, iv) the  registration  of the AES Loan  Contract  between the
Lender and Anhui Liyuan-AES Power Company Limited with the State  Administration
of Exchange Control or its authorized  government authority and the obtaining of
a registration certificate from the SAEC.

         IN WITNESS WHEREOF, the parties hereto,  intending to be legally bound,
have  caused  this  Loan  Contract  to be  executed  by  their  respective  duly
authorized signatories as of the day and year first written above.


BORROWER                           Hefei Zhongli Energy Company Limited

                                   By:[Signature Illegible]
                                      ---------------------------------
                                   Name:
                                   Title:
                                   Facsimile:



LENDER                             AES Chigen Company (L), Ltd.

                                   By:[Signature Illegible]
                                      ---------------------------------
                                   Name:
                                   Title:
                                   Facsimile:




                                    EXHIBIT A

                           FORM OF NOTICE OF DRAWDOWN
                           --------------------------

To :     AES  Chigen Company (L) Ltd.

From:    Hefei Zhongli Energy Company Limited

                                                               Date: [ ], 199[ ]

Dear Sirs,

1.   We refer to the loan  agreement  dated [ ], 199[ ] (as amended from time to
     time) (the 'AES Loan Contract') and made between  ourselves as borrower and
     yourselves as lender. Terms defined in the AES Loan Contract shall have the
     meaning in this notice.

2.   Pursuant to the AES Loan  Contract,  we hereby give you notice that we wish
     to borrow on [insert  date of proposed  drawdown] a part of the Loan in the
     amount of $[ ] United  States  Dollars  upon the terms and  subject  to the
     conditions set out in the AES Loan Contract.

3.   We confirm  that,  as at the date hereof,  the  representations  set out in
     Section 5 of the AES Loan Contract are true.

4.   The proceeds of this drawdown should be credited to [ insert the Borrower's
     account details /the EPC Contractor's account details].


Yours faithfully,




----------------------
(Authorized Signatory)
for and on behalf of
HEFEI ZHONGLI ENERGY COMPANY LIMITED


                                    EXHIBIT B


                                DRAWDOWN SCHEDULE
                                -----------------


             [TO BE DETERMINED BY THE BORROWER'S BOARD OF DIRECTORS]


DATE                   AMOUNT                        CONSTRUCTION MILESTONE
----                   ------                        ----------------------









                                    EXHIBIT C


                              AMORTIZATION SCHEDULE
                              ---------------------






The first Banking Day of                    Principal Due
                                         
January 1999                                Outstandings (on Availability Termination Date) / 16
July 1999                                   Outstandings (on Availability Termination Date) / 16
January 2000                                Outstandings (on Availability Termination Date) / 16
July 2000                                   Outstandings (on Availability Termination Date) / 16
January 2001                                Outstandings (on Availability Termination Date) / 16
July 2001                                   Outstandings (on Availability Termination Date) / 16
January 2002                                Outstandings (on Availability Termination Date) / 16
July 2002                                   Outstandings (on Availability Termination Date) / 16
January 2003                                Outstandings (on Availability Termination Date) / 16
July 2003                                   Outstandings (on Availability Termination Date) / 16
January 2004                                Outstandings (on Availability Termination Date) / 16
July 2004                                   Outstandings (on Availability Termination Date) / 16
January 2005                                Outstandings (on Availability Termination Date) / 16
July 2005                                   Outstandings (on Availability Termination Date) / 16
January 2006                                Outstandings (on Availability Termination Date) / 16
July 2006                                   Remaining Principal Balance




                                    EXHIBIT D



            LIST OF THE BORROWER'S DEBTS OF OVER RMB ONE MILLION EACH



                                       LOAN 1                           LOAN 2
                                       ------                           ------
                                                                       
          LENDER                     Bank of China                  Bank of China
          DATE OF THE LOAN
          CONTRACT NO.
          LOAN AMOUNT                [***]                          [***]
          LOAN TERM                  [***]                          [***]
          LOAN INTEREST              [***]                          [***]
          LOAN CURRENCY              [***]                          [***]


[***] Filed separately with the Commission pursuant to a request for 
confidential treatment.



                                    EXHIBIT E

'EPC CONTRACT' means the contract dated  [--------] and made between [-----] and
[--------]

'INTERCONNECTION  AGREEMENT'  means the agreement  dated  [----------]  and made
between [----------] and [--------].

'OPERATIONS AND OFFTAKE CONTRACT' means the contract dated [----------] and made
between [----------] and [---------].


'PROJECT  CONTRACTS'  means [the EPC Contract,  Interconnection  Agreement,  the
Joint  Venture  Agreement,  the  Operations  and  Offtake  Contract [, the Power
Purchase  and  sale  Contract]  and the  Share  Assets  Agreement  and  'Project
Contract' shall mean each of them]. [list to be completed and confirmed with the
Borrower]

'SHARE ASSETS  AGREEMENT'  means the agreement  dated  [------] and made between
[------] and [-----------------].