EXHIBIT 4.01
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THE AES CORPORATION
AND
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
____________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of June 11, 1999
TO
SENIOR INDENTURE
Dated as of December 8, 1998
____________________
9.50% Senior Notes due 2009
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The Second Supplemental INDENTURE, is dated as of this 11th day of
June, 1999 (the "Second Supplemental Indenture"), between THE AES CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(hereinafter sometimes referred to as the "Company"), and THE FIRST NATIONAL
BANK OF CHICAGO, a national banking association, as trustee (hereinafter
sometimes referred to as the "Trustee").
WHEREAS, the Company entered into a Senior Indenture dated as of
December 8, 1998 between the Company and the Trustee (the "Indenture") to
provide for the future issuance of its senior debentures, notes or other
evidences of indebtedness (collectively, the "Securities"), said Securities to
be issued from time to time in series as might be determined by the Company
pursuant to the Indenture and, in an unlimited aggregate principal amount; and
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its Securities to be known as
its 9.50% Senior Notes due 2009 (said series being hereinafter referred to as
the "Series B Senior Notes"), the form and substance of such Series B Senior
Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Indenture and this Second Supplemental Indenture; and
WHEREAS, the Company desires and has requested the Trustee to join with
it in the execution and delivery of this Second Supplemental Indenture, and all
requirements necessary to make this Second Supplemental Indenture a valid
instrument, in accordance with its terms, and to make the Series B Senior Notes,
when executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company;
NOW, THEREFORE, in consideration of the purchase and acceptance of the
Series B Senior Notes by the Holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the Series B
Senior Notes and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.1.TERMS DEFINED IN THE INDENTURE.
Each capitalized term used not but defined in this Second Supplemental
Indenture shall have the meaning assigned to such term in the Indenture.
SECTION 1.2.CERTAIN DEFINITIONS.
The following definitions are hereby added to the definitions contained
in Section 1.1 of the Indenture, but only with respect to the Series B Senior
Notes issued in accordance with the provisions hereof:
"Attributable Debt" means the present value (discounted at the rate of
9.53% per annum compounded monthly) of the obligations for rental payments
required to be paid during the remaining term of any lease of more than 12
months.
"Consolidated Net Assets" means the aggregate amount of assets (less
reserves and other deductible items) after deducting current liabilities, as
shown on the consolidated balance sheet of the Company and its Subsidiaries
contained in the latest annual report to the stockholders of the Company and
prepared in accordance with GAAP.
"DTC" shall have the meaning provided in Section 2.1 hereof.
"Funded Debt" means indebtedness for borrowed money having a maturity
of, or by its terms extendible or renewable for, a period of more than 12 months
after the determination of the amount thereof.
"Principal Property" means any building, structure or other facility
(together with the land on which it is erected and fixtures comprising a part
thereof) used primarily for manufacturing, processing, research, warehousing or
distribution, owned or leased by the Company and having a net book value in
excess of 2% of Consolidated Net Assets, other than any such building, structure
or other facility or portion thereof which is a pollution control facility
financed by state or local governmental obligations or which the principal
executive officer, president and principal financial officer of the
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Company determine in good faith is not of material importance to the total
business conducted or assets owned by the Company and its Subsidiaries as an
entirety.
ARTICLE TWO
THE SERIES B SENIOR NOTES
SECTION 2.1.FORM.
The Series B Senior Notes shall be substantially in the form of Exhibit
A hereto, which is a part of this Second Supplemental Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by the Indenture and this Second Supplemental Indenture,
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the
rules of any securities exchange or as may, consistently herewith, be determined
by the Officers of the Company executing such Series B Senior Notes, as
evidenced by their execution of the Series B Senior Notes.
The Series B Senior Notes will initially be issued as Registered Global
Securities.
The Company initially appoints The Depository Trust Company ("DTC") and
the Trustee to act as Depositary and custodian, respectively, with respect to
the Series B Senior Notes.
The Company initially appoints the Trustee to act as Paying Agent and
Registrar with respect to the Series B Senior Notes.
SECTION 2.2.DESIGNATION AND AMOUNT.
(a) The SeriesB Senior Notes shall be entitled the "9.50% Senior Notes
due 2009" of the Company.
(b) The Trustee shall authenticate and deliver SeriesB Senior Notes
(i)for original issue on the date hereof in an aggregate principal amount of
$500,000,000, and (ii)for original issue after the date hereof in an aggregate
additional principal amount not to exceed $250,000,000. The aggregate principal
amount of SeriesB Senior Notes that may be authenticated and delivered under the
Indenture may not exceed the amount set forth in the foregoing sentence, except
for Series B Senior Notes that may be authenticated and delivered upon
reg-
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istration of transfer of, or in exchange for, or in lieu of, other SeriesB
Senior Notes pursuant to Sections 2.7, 2.8, 2.10, 3.3 or 9.4 of the Indenture.
(c) The Company may not issue new Series B Senior Notes to replace
Series B Senior Notes that it has paid or delivered to the Trustee for
cancellation.
SECTION 2.3.INTEREST.
Interest on the Series B Senior Notes shall be payable in the amount,
on the dates and in the manner provided for in the form of the Series B Senior
Note attached hereto as Exhibit A.
SECTION 2.4.DENOMINATIONS.
The Series B Senior Notes shall be Registered Securities in
denominations of $1,000 or any integral multiple thereof.
SECTION 0.0.XXXXX OF PAYMENT.
The place of payment for the Series B Senior Notes shall be the Borough
of Manhattan, The City of New York. So long as the Series B Senior Notes are in
the form of Registered Global Securities, the Company agrees that payments of
interest on, and any portion of the Principal of, the Series B Senior Notes
shall be made by the Paying Agent, upon receipt from the Company of immediately
available funds, directly to the Depositary (by Federal funds wire transfer).
ARTICLE THREE
OPTIONAL REDEMPTION OF THE SERIES B SENIOR NOTES
SECTION 3.1.OPTIONAL REDEMPTION.
The Series B Senior Notes may be redeemed at the option of the Company,
as a whole or from time to time in part, at the times and at the Redemption
Price specified in the form of the Series B Senior Note attached hereto as
Exhibit A.
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ARTICLE FOUR
ADDITIONAL COVENANTS APPLICABLE
TO THE SERIES B SENIOR NOTES
SECTION 4.1.RESTRICTIONS ON SECURED DEBT.
If the Company shall incur, issue, assume or guarantee any indebtedness
for borrowed money represented by notes, bonds, debentures or other similar
evidences of indebtedness, secured by a mortgage, pledge or other lien on any
Principal Property or any capital stock or indebtedness held directly by the
Company of any Subsidiary of the Company, the Company shall secure the Series B
Senior Notes equally and ratably with (or prior to) such indebtedness, so long
as such indebtedness shall be so secured, unless after giving effect thereto the
aggregate amount of all such indebtedness so secured, together with all
Attributable Debt in respect of sale and leaseback transactions involving
Principal Properties, would not exceed 15% of the Consolidated Net Assets of the
Company.
The foregoing restriction shall not apply to, and there shall be
excluded in computing secured indebtedness for the purpose of such restriction,
indebtedness secured by (a) property of any Subsidiary of the Company, (b) liens
on property of, or on any shares of stock or debt of, any corporation existing
at the time such corporation becomes a Subsidiary, (c) liens in favor of the
Company or any Subsidiary, (d) liens in favor of U.S. or foreign governmental
bodies to secure partial, progress, advance or other payments, (e) liens on
property, shares of stock or debt existing at the time of acquisition thereof
(including acquisition through merger or consolidation), purchase money
mortgages and construction cost mortgages existing at or incurred within 180
days of the time of acquisition thereof, (f) liens existing on the first date on
which any Series B Senior Note is authenticated by the Trustee, (g) liens under
one or more credit facilities for indebtedness in an aggregate principal amount
not to exceed $900,000,000 at any time outstanding, (h) liens incurred in
connection with pollution control, industrial revenue or similar financings, and
(i) any extension, renewal or replacement of any debt secured by any liens
referred to in the foregoing clauses (a) through (h), inclusive.
SECTION 4.2.RESTRICTIONS ON SALES AND LEASEBACKS.
The Company shall not enter into any sale and leaseback transaction
involving any Principal Property, the acquisi-
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tion or completion of construction and commencement of full operation of which
has occurred more than 180 days prior thereto, unless (a) the Company could
incur a lien on such property under the restrictions described in Section 4.1
hereof in an amount equal to the Attributable Debt with respect to the sale and
leaseback transaction without equally and ratably securing the Series B Senior
Notes or (b) the Company, within 180 days after the sale or transfer by the
Company, applies to the retirement of its Funded Debt an amount equal to the
greater of (i) the net proceeds of the sale of the Principal Property sold and
leased pursuant to such arrangement or (ii) the fair market value of the
Principal Property so sold and leased as determined by the board of directors of
the Company; provided that the amount to be applied to the retirement of Funded
Debt of the Company shall be reduced by (A) the principal amount of any Series B
Senior Notes delivered within 180 days after such sale or transfer to the
Trustee for retirement and cancellation, and (B) the principal amount of Funded
Debt, other than Series B Senior Notes, voluntarily retired by the Company
within 180 days after such sale or transfer; provided further that no retirement
referred to in this clause (b) may be effected by payment at maturity or
pursuant to any mandatory sinking fund payment or any mandatory prepayment
provision.
ARTICLE FIVE
ADDITIONAL EVENTS OF DEFAULT APPLICABLE
TO THE SERIES B SENIOR NOTE
SECTION 5.1.ADDITIONAL EVENTS OF DEFAULT.
Pursuant to Section 6.1(f) of the Indenture, an "Event of Default"
shall be deemed to occur with respect to the Series B Senior Notes if an event
of default, as defined in any indenture or instrument evidencing or under which
the Company has as of the date of this Second Supplemental Indenture or shall
thereafter have outstanding any indebtedness, shall happen and be continuing and
either (a) such default results from the failure to pay the principal of such
indebtedness in excess of $50 million at final maturity of such indebtedness or
(b) as a result of such default the maturity of such indebtedness shall have
been accelerated so that the same shall be or become due and payable prior to
the date on which the same would otherwise have become due and payable, and such
acceleration shall not be rescinded or annulled within 60 days and the principal
amount of such indebtedness, together with the principal amount of any other
indebtedness of the Company in default, or the ma-
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turity of which has been accelerated, aggregates $50 million or more; provided
that the Trustee shall not be charged with knowledge of any such default unless
written notice thereof shall have been given to the Trustee by the Company, by
the holder or an agent of the holder of any such indebtedness, by the trustee
then acting under any indenture or other instrument under which such default
shall have occurred, or by the holders of not less than 25% in the aggregate
principal amount of the Series B Senior Notes at the time outstanding; and
provided further that if such default shall be remedied or cured by the Company
or waived by the holder of such indebtedness, then the Event of Default
described under this Second Supplemental Indenture shall be deemed likewise to
have been remedied, cured or waived without further action on the part of the
Trustee, any Holder of Series B Senior Notes or any other person.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
SECTION 6.1.RATIFICATION.
The Indenture, as supplemented by this Second Supplemental Indenture,
is in all respects ratified and confirmed. This Second Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent provided
herein and therein.
SECTION 6.2.COUNTERPARTS.
This Second 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and attested, on the date or dates
indicated in the acknowledgments and as of the day and year first above written.
THE AES CORPORATION, as
the Company
By:----------------------------
Name:
Title:
Attest:
By:________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:__________________________
Name:
Title:
Attest:
By:________________________________
Name:
Title:
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EXHIBIT A
[FORM OF FACE OF SERIES B SENIOR NOTE]
[INSERT IF THE NOTE IS TO BE A REGISTERED GLOBAL SECURITY This Series B
Senior Note is a Registered Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Series B Senior Note is exchangeable for Series B
Senior Notes registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture. Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
Unless this Series B Senior Note is presented by an authorized
representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx) to the issuer or its agent for registration of transfer, exchange or
payment, and any Series B Senior Note issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]
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No. CUSIP NO.: 00130HAQB
$
9.50% SENIOR NOTE DUE 2009
THE AES CORPORATION promises to pay
to or registered assigns the principal
sum of Dollars on June 1, 2009.
Interest Payment Dates: June 1 and December 1 of each year, commencing December
1, 1999.
Record Dates: The fifteenth calendar day prior to each Interest Payment Date.
By:____________________________
Authorized Signature
By:____________________________
Authorized Signature
Dated:
Certificate of Authentication
This is one of the 9.50% Senior Notes due 2009 referred to in the
within-mentioned Indenture.
The First National Bank of
Chicago, as Trustee
By:____________________________
Authorized Signatory
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[FORM OF REVERSE OF SERIES B SENIOR NOTE]
THE AES CORPORATION
9.50% SENIOR NOTE DUE 2009
1. Interest. THE AES CORPORATION, a Delaware corporation (the
"Company," which definition shall include any successor thereto in accordance
with the Indenture (as defined below)), promises to pay, until the principal
hereof is paid or made available for payment, interest on the principal amount
set forth on the reverse side hereof at a rate of 9.50% per annum. Interest on
the Series B Senior Notes will accrue from and including the most recent date to
which interest has been paid or, if no interest has been paid, from June 11,
1999 through but excluding the date on which interest is paid. Interest shall be
payable in arrears on June 1 and December 1 of each year (each an "Interest
Payment Date"), commencing December 1, 1999. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The Company will pay interest on the Series B
Senior Notes (except defaulted interest) to the Persons who are registered
Holders of Series B Senior Notes at the close of business on the fifteenth
calendar day prior to each Interest Payment Date (each, a "Regular Record
Date"). Holders must surrender Series B Senior Notes to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. At the Company's option, interest may be paid by check
mailed to the registered address of the Holder of this Series B Senior Note.
3. Paying Agent and Registrar. Initially, The First National Bank of
Chicago (the "Trustee") will act as Paying Agent and Registrar. The Company may
change any Paying Agent, Registrar or co-Registrar without notice.
4. Indenture. The Company issued the Series B Senior Notes under an
Indenture dated as of December 8, 1998 between the Company and the Trustee as
supplemented by the Second Supplemental Indenture dated as of June 11, 1999
between the Company and the Trustee (said Indenture, as so supplemented, the
"Indenture"). This Series B Senior Note is one of an issue
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of Securities of the Company issued under the Indenture. The terms of the Series
B Senior Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx.
77aaa-77bbbb) as amended from time to time. The Series B Senior Notes are
subject to all such terms, and Holders of the Series B Senior Notes are referred
to the Indenture and such Act for a statement of them. Capitalized terms used
herein and not otherwise defined have the meanings set forth in the Indenture.
The Series B Senior Notes are general unsecured and unsubordinated obligations
of the Company ranking pari passu with all of the Company's unsecured and
unsubordinated obligations, limited in aggregate principal amount to
$750,000,000. The Indenture limits the ability of the Company to incur certain
secured indebtedness and to enter into certain sale and leaseback transactions.
5. Optional Redemption. The Series B Senior Notes are subject to
redemption upon not less than 30 nor more than 60 days notice mailed to each
holder of Series B Senior Notes to be redeemed at its address appearing in the
Security Register, at any time prior to maturity as a whole or in part, at the
election of the Company at a price (the "Redemption Price") equal to the sum of
(i) 100% of the principal amount thereof plus accrued interest to the redemption
date plus (ii) the Make-Whole Amount, if any.
"Make-Whole Amount" means the excess, if any, of (i) the aggregate
present value as of the date of such redemption of each dollar of principal
being redeemed and the amount of interest (exclusive of interest accrued to the
redemption date) that would have been payable in respect of such dollar if such
prepayment had not been made, determined by discounting, on a semiannual basis,
such principal and interest at the Reinvestment Rate (determined on the Business
Day preceding the date of such redemption) from the respective dates on which
such principal and interest would have been payable if such payment had not been
made, over (ii) the aggregate principal amount of the Series B Senior Notes
being redeemed.
"Reinvestment Rate" means 0.50% (one-half of one percent) plus the
arithmetic mean of the yields under the respective headings "This Week" and
"Last Week" published in the Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the maturity of the principal being prepaid. If no maturity
exactly corresponds to such maturity, yields for the two pub-
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lished maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the
purpose of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used.
"Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded U.S.
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any determination under the Indenture,
then such other reasonably comparable index which shall be designated by the
Company.
6. Mandatory Redemption. No sinking fund is provided for the Series B
Senior Notes.
7. Denominations, Transfer, Exchange. The Series B Senior Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer or exchange Series B Senior Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay to
it any taxes and fees required by law or permitted by the Indenture. The
Registrar need not transfer or exchange any Series B Senior Notes or portion of
a Series B Series Note selected for redemption, or transfer or exchange any
Series B Series Notes for a period of 15 days before selection of such Series B
Series Notes to be redeemed.
8. Persons Deemed Owners. The registered holder of a Series B Senior
Note may be treated as the owner of it for all purposes.
9 Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay the money
back to the Company at its written request. After that, Holders entitled to the
money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another Person.
10. Amendment, Supplement, Waiver. The Company and the Trustee may,
without the consent of the holders of any out-
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standing Series B Senior Notes, amend, waive or supplement the Indenture or the
Series B Senior Notes for certain specified purposes, including, among other
things, curing ambiguities, defects or inconsistencies, maintaining the
qualification of the Indenture under the Trust Indenture Act of 1939 or making
any other change that does not adversely affect the rights of any Holder in any
material respect. Other amendments and modifications of the Indenture or the
Series B Senior Notes may be made by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Securities of all series affected, subject to certain
exceptions requiring the consent of the Holders of the particular Series B
Senior Notes.
11. Successor Corporation. When a successor corporation assumes all the
obligations of its predecessor under the Series B Senior Notes and the Indenture
and the transaction complies with the terms of Article 5 of the Indenture, the
predecessor corporation, subject to certain exceptions, will be released from
those obligations.
12. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 6.1(d) or (e) of
the Indenture with respect to the Company) occurs and is continuing, then the
holders of not less than 25% in aggregate principal amount of the outstanding
Series B Senior Notes may, or the Trustee may, declare the principal of, plus
accrued interest, if any, to be due and payable immediately. If an Event of
Default specified in Section 6.1(d) or (e) of the Indenture with respect to the
Company occurs and is continuing, the principal of and accrued interest on all
of the Series B Senior Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Holders of the Series B Senior Notes may not enforce the Indenture or
the Series B Senior Notes except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Series B Senior Notes. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Series B Senior Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Series B Senior Notes notice of any continuing
default (except a default in payment of principal or interest or a failure to
comply with Article 5 of the Indenture) if it determines in good faith that
withholding notice is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.
14. No Recourse Against Others. A director, officer, employee,
stockholder or beneficiary, as such, of the Company shall not have any liability
for any obligations of the Company under the Series B Senior Notes or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of the Series B Senior Notes by
accepting a Series B Senior Note waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Series B
Senior Notes.
15. Defeasance. The Indenture contains provisions (which provisions
apply to this Series B Senior Note) for defeasance at any time of (a) the entire
indebtedness of the Company in respect of this Series B Senior Note and (b)
certain restrictive covenants and Defaults and Events of Default, in each case
upon compliance by the Company with certain conditions set forth therein.
16. Authentication. This Series B Senior Note shall not be valid until
the Trustee signs the certificate of authentication on the other side of this
Series B Senior Note.
17. Abbreviations. Customary abbreviations may be used in the name of a
Holder of Series B Senior Notes or an assignee, such as: TEN COM (= tenants in
common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).
18. GOVERNING LAW. THE INDENTURE AND THIS SERIES B SENIOR NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
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The Company will furnish to any Holder of Series B Senior Notes upon
written request and without charge a copy of the Indenture. Requests may be made
to:
THE AES CORPORATION
0000 Xxxxx 00xx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: General Counsel
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ASSIGNMENT FORM
If you the holder want to assign this Series B Senior Note, fill in the
form below and have your signature guaranteed:
I or we assign and transfer this Series B Senior Note to
________________________________________________________________________________
(Insert assignee's social security or tax ID number)________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint
agent to transfer this Series B Senior Note on the books of the Company. The
agent may substitute another to act for him.
________________________________________________________________________________
Date: Your signature:
------------- -----------------------------
(Sign exactly as your
name appears on the
other side of this Series
B Senior Note)
Signature Guarantee:___________________________________________
Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.
