Exhibit 4.1
AMENDMENT NO. 1, dated as of August 13, 1997, ("Amendment No. 1") to
the WARRANT AGREEMENT dated as of July 31, 1995 (the "Warrant Agreement")
between THE AES CORPORATION, a Delaware corporation (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, as warrant agent (the "Warrant Agent").
WHEREAS, the Warrant Agreement sets forth, among other things, the
terms and conditions upon which the Warrants were issued to the Holders;
WHEREAS, the Company and the Warrant Agent desire to amend the Warrant
Agreement to cure a defect therein;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration the sufficiency of which are hereby acknowledged, the
Company and the Warrant Agent hereby agree as follows:
Section 1. Amendment. The Warrant Agreement is hereby amended as
follows:
(a) Section 2.1 is hereby amended by deleting the word "is" in the
sixth line thereof and replacing it with the phrase "and the number of
Warrant Shares issuable upon the exercise of each Warrant are".
(b) Section 10.1 is hereby amended by adding, after Section 10.1(j),
the following new paragraph:
"(k) Upon each adjustment of the Warrant Price pursuant to this
Section 10.1, the number of Warrant Shares issuable upon the exercise
of each Warrant shall be the number derived by multiplying the number
of Warrant Shares issuable immediately prior to such adjustment by the
Warrant Price in effect prior to such adjustment and dividing the
product so obtained by the applicable adjusted Warrant Price."
(c) Section 10.3 is hereby amended by deleting the word "is" in the
second line thereof and replacing it with the phrase "and the number of
Warrant Shares issuable upon the exercise of each Warrant are".
Section 2. Effect. On and after the effective date of this Amendment
No. 1, each reference in the Warrant Agreement to "this Agreement", "hereunder",
"hereof", or words of like import, shall mean and be a reference to the Warrant
Agreement, as amended or otherwise modified by this Amendment No. 1 (as in
effect on the effective date of this Amendment No. 1). The Warrant Agreement (as
amended or otherwise modified by this Amendment No. 1) shall continue to be in
full force and effect.
6
Section 3. Successors. All the covenants and provisions of this
Amendment No. 1 by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
Section 4. Applicable Law. This Amendment No. 1 and each Warrant issued
hereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, applicable to contracts made and to be performed within such
State, without giving effect to principles of conflicts of laws. The parties
consent to the exclusive jurisdiction of the state and federal courts located in
Wilmington, Delaware, in all cases arising out of this Amendment No. 1 or the
subject matter thereof, and to the service of process of such courts.
Section 5. Benefits of this Amendment No. 1. Nothing in this Amendment
No. 1 shall be construed to give to any person or corporation other than the
Company, the Warrant Agent, and the Holders any legal or equitable right, remedy
or claim under this Amendment No. 1; this Amendment No. 1 shall be for the sole
and exclusive benefit of the Company, the Warrant Agent and the Holders of the
Warrants.
Section 6. Counterparts. This Amendment No. 1 may be executed in
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
Section 7. Captions. The captions of the Sections and subsections of
this Amendment No. 1 have been inserted for convenience only and shall have no
substantive effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed, all as of the day and year first above written.
THE AES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: General Counsel and
Secretary
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice
President
7
