EXHIBIT 4.1.2
THE AES CORPORATION
AND
THE FIRST NATIONAL BANK OF CHICAGO
AS TRUSTEE
----------------
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 21, 1997
(SUPPLEMENTAL TO INDENTURE DATED AS OF OCTOBER 29, 1997)
FIRST SUPPLEMENTAL INDENTURE dated as of November 21, 1997 between The AES
Corporation, a Delaware corporation (hereinafter called the "COMPANY") and The
First National Bank of Chicago, a national banking association, as Trustee
(hereinafter called the "TRUSTEE").
WHEREAS, the Company executed and delivered an Indenture dated as of
October 29, 1997, as may be amended or supplemented from time to time,
(hereinafter called the "INDENTURE") between the Company and the Trustee
providing for the issue of its 8.50% Senior Subordinated Notes due 2007
(hereinafter called the "NOTES") and its 8.875% Senior Subordinated Debentures
due 2027 (hereinafter called the "DEBENTURES" and together with the Notes, the
"SECURITIES"); and
WHEREAS, Section 9.2 of the Indenture provides that the Indenture may be
amended or compliance with a provision of the Indenture may be waived by the
Company and the Trustee with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities affected thereby; and
WHEREAS, holders of not less than a majority in aggregate principal amount
of the Securities affected hereby outstanding on November 21, 1997 have given
and not revoked their consent to the execution by the Company and the Trustee of
the amendment set forth in this First Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid and binding instrument in accordance with its
terms and the terms of the Indenture have been satisfied.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Company and the Trustee hereby covenant and
agree as follows:
Section 1. Defined Terms. For all purposes of this First Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, all capitalized terms defined herein and defined in the
Indenture shall have the meanings assigned to them herein. Unless otherwise
expressly specified, all references to a "SECTION" herein refer to a section of
the First Supplemental Indenture.
Section 2. Amendment of Section 1.1 of the Indenture. The definitions of
"Finance Subsidiary" and "Redeemable Stock" in Section 1.1 of the Indenture are
hereby amended as follows:
(a) The definition of "Finance Subsidiary" is amended by replacing the
reference to "maturity of the Securities" in clause (i) thereof with a reference
to "maturity of the Notes".
(b) The definition of "Redeemable Stock" is amended by replacing each
reference to "Stated Maturity of the Securities" therein with a reference to
"Stated Maturity of the Notes".
Section 3. Amendment of Indenture. This First Supplemental Indenture
shall form a part of the Indenture as supplemented hereby. The Indenture as
supplemented by this First Supplemental Indenture is hereby in all respects
ratified and confirmed.
Section 4. Acceptance by Trustee. The Trustee, for itself and its successor
or successors, accepts the trust of the Indenture as amended by this First
Supplemental Indenture, and agrees to perform the same, but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture, and,
without limiting the generality of the foregoing, the recitals contained herein
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this First Supplemental Indenture other than as
to the validity of its execution and delivery by the Trustee.
Section 5. Counterparts. This First Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first written above.
THE AES CORPORATION
as the Company
By /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Chief
Financial Office
THE FIRST NATIONAL BANK
OF CHICAGO
as Trustee
By /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
