Exhibit 4.1 


 


 


THE AES CORPORATION


 


as Issuer


 


AND


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS


 


as Trustee







 

____________________________

 









 


TWENTY-FIFTH
SUPPLEMENTAL INDENTURE


 


Dated as
of June 5, 2020


 


TO


 


SENIOR INDENTURE


 


Dated as
of December 8, 1998







 

____________________________

 









 


4.000% Senior
Notes due 2021


4.875% Senior
Notes due 2023


4.500%
Senior Notes due 2023


 




     


     


    

TWENTY-FIFTH SUPPLEMENTAL
INDENTURE


 


The TWENTY-FIFTH
SUPPLEMENTAL INDENTURE, is dated as of this 5th day of June, 2020 (the “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 DEUTSCHE BANK TRUST COMPANY AMERICAS, a national banking association, as trustee
(hereinafter referred to as the “Trustee”), as successor trustee to WELLS FARGO BANK, N.A.


 


W I T N E S S E T
H:


 


WHEREAS,
the Company entered into a Senior Indenture dated as of December 8, 1998 (the “Senior Indenture”) between the
Company and the Trustee 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 Senior Indenture and, in an unlimited aggregate principal amount;


 


WHEREAS,
the Company and the Trustee have entered into a First Supplemental Indenture, a Second Supplemental Indenture, a Third Supplemental
Indenture, a Fourth Supplemental Indenture, a Fifth Supplemental Indenture, a Sixth Supplemental Indenture, a Seventh Supplemental
Indenture, an Eighth Supplemental Indenture, a Ninth Supplemental Indenture, a Tenth Supplemental Indenture, an Eleventh Supplemental
Indenture, a Twelfth Supplemental Indenture, a Thirteenth Supplemental Indenture, a Fourteenth Supplemental Indenture, a Fifteenth
Supplemental Indenture, a Sixteenth Supplemental Indenture, a Seventeenth Supplemental Indenture, an Eighteenth Supplemental Indenture,
a Nineteenth Supplemental Indenture, a Twentieth Supplemental Indenture, a Twenty-First Supplemental Indenture, a Twenty-Second
Supplemental Indenture, a Twenty-Third Supplemental Indenture and a Twenty-Fourth Supplemental Indenture providing for the creation
and issuance of various series of Securities and/or amendments to the Senior Indenture (the Senior Indenture, as so amended and
supplemented by the forgoing supplemental indentures and this Supplemental Indenture is hereinafter referred to as, the “Indenture”);


 


WHEREAS,
Section 9.2 of the Senior Indenture provides that the Senior Indenture may be amended by the Company and the Trustee with the
consent of the holders of not less than a majority in aggregate principal amount of the outstanding Securities of all series affected
by such amendment (all such series voting as a separate class);


 


WHEREAS,
the Company has distributed an Offer to Purchase and Consent Solicitation Statement, dated May 15, 2020 (the “Offer to
Purchase”), and accompanying consent and letter of transmittal to the holders of the 4.000% Senior Notes due 2021 (the
“2021 Notes”), the 4.875% Senior Notes due 2023 (the “4.875% Notes”) and the 4.500% Senior
Notes due 2023 (the “4.500% Notes”,) and together with the 2021 Notes and the 4.875% Notes, the “Notes”)
in connection with certain proposed amendments to the Indenture with respect to the Notes as described in the Offer to Purchase
(the “Proposed Amendments”);


 




     


     


    

WHEREAS,
the holders of at least a majority in principal amount of each series of the Notes currently outstanding have duly consented to
the Proposed Amendments, and the Company in accordance with Section 9.5 of the Senior Indenture, has delivered an Opinion of Counsel
to the Trustee stating that the execution of this Supplemental Indenture is permitted by the Indenture, that all requisite consents
have been obtained, and that this Supplemental Indenture constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to customary exceptions;


 


WHEREAS,
pursuant to Section 9.2 of the Senior Indenture, the Company desires to execute and deliver this Supplemental Indenture, and has
requested and hereby directs that the Trustee join with it in the execution and delivery of this Supplemental Indenture; and


 


WHEREAS,
the execution and delivery of this Supplemental Indenture have been duly authorized by all necessary corporate action on the part
of the Company and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly
performed and complied with;


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree, for the benefit of each other and for equal and ratable
benefit of the Holders of the Notes, as follows:


 


ARTICLE
1 AMENDMENTS


 


Section 1.01. Amendments to
the Indenture and Notes.


 


(a)  
The following sections of the Sixteenth Supplemental Indenture and the Twenty-Second Supplemental Indenture, including
all references thereto, shall not apply to, and have no force and effect with respect to, the Notes, and any references thereto
shall be superseded by and references thereto shall be deemed to refer to this Section 1.01(a) of this Twenty-Fifth Supplemental
Indenture:


 


		·	Section
                                         5.1 Restrictions on Secured Debt



 


		·	Section
                                         5.2 Restrictions on Sales and Leasebacks



 


		·	Section
                                         6.1 Additional Events of Default



 


(b)  
The reference to “at least 30 days and not more than 60 days” in the first sentence of the first paragraph
of Section 3.2 of the Senior Indenture with respect to the Notes is hereby deleted and replaced with the following: “at
least three Business Days.”


 


(c)  
The reference to “third” prior to “Business Day” in the definitions of “Comparable Treasury
Price” in the Sixteenth Supplemental Indenture and in the Twenty-Second Supplemental Indenture with respect to the Notes
are hereby deleted.


 




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(d)  
The reference to “third” prior to “Business Day” in the definitions of “Reference Treasury
Dealer Quotations” in the Sixteenth Supplemental Indenture and in the Twenty-Second Supplemental Indenture with respect
to the Notes are hereby deleted.


 


(e)  
Sections 4.4 and 4.5 of the Senior Indenture, including all references thereto, shall not apply to, and have no force and
effect with respect to, the Notes and any reference to Sections 4.4 and 4.4 of the Senior Indenture shall be superseded by and
references thereto shall be deemed to refer to this Section 1.01(e) of this Twenty-Fifth Supplemental Indenture.


 


(f)  Article
5 of the Senior Indenture, including all references thereto, shall not apply to, and have no force and effect with respect to
the Notes and any reference to Article 5 or the Sections of Article 5 of the Senior Indenture with respect to the Notes shall
be superseded by and references thereto shall be deemed to refer to this Section 1.01(f) of this Twenty-Fifth Supplemental Indenture.


 


(g)  
Sections 6.1(c), (d), (e) and (f) of the Senior Indenture, including all references thereto, shall not apply to, and have
no force and effect with respect to, the Notes and any reference to Sections 6.1(c), (d), (e) or (f) of the Senior Indenture with
respect to the Notes shall be superseded by and references thereto shall be deemed to refer to this Section 1.01(g) of this Twenty-Fifth
Supplemental Indenture.


 


(h)  
All definitions set forth in Section 1.1 of the Senior Indenture, the Sixteenth Supplemental Indenture and the Twenty-Second
Supplemental Indenture that relate to defined terms used solely in covenants or sections amended hereby shall be amended in their
entirety with respect to the Notes, including all references thereto. 


 


ARTICLE
2 MISCELLANEOUS


 


Section
2.01. Effect of Supplemental Indenture. From and after the Amendment Operative Date (as defined below), the Indenture shall
be amended and supplemented with respect to the Notes in accordance herewith, and this Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture
shall be bound thereby.


 


Section
2.02. Indenture Remains in Full Force and Effect. Except as amended and supplemented by this Supplemental Indenture, all
provisions in the Indenture shall remain in full force and effect.


 


Section
2.03. References to Supplemental Indenture. Any and all notices, requests, certificates and other instruments executed
and delivered after the Amendment Operative Date may refer to the Indenture without making specific reference to this Supplemental
Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context requires otherwise.


 


Section
2.04. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts
with any provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA to be part
of and govern any provision of this


 




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Supplemental Indenture, the provision
of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may
be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded
by this Supplemental Indenture, as the case may be.


 


Section
2.05. Separability. In case any provision in this Supplemental Indenture is invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.


 


Section
2.06. Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Indenture.


 


Section
2.07. Headings. The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience
of reference only, are not to be considered a part of the Indenture and in no way modify or restrict any of the terms and provisions
of this Supplemental Indenture.


 


Section
2.08. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture or the Notes, express or implied, shall
give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the holders of
the Notes any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the
Notes.


 


Section
2.09. Successors. All agreements of the Company in this Supplemental Indenture will bind its successors. All agreements
of the Trustee in this Supplemental Indenture will bind its successors.


 


Section
2.10. Duplicate Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and
of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture
as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section
2.11. Effectiveness. This Supplemental Indenture shall become a binding agreement between the parties hereto when executed
by the parties hereto. As used herein, the “Amendment Operative Date”, which is the date that the Proposed
Amendments shall be operative, shall mean the date and time that the Company accepts the validly tendered Notes for purchase pursuant
to, and subject to the conditions set forth in, the Offer to Purchase. If, after the date hereof, either the Offer to Purchase
is terminated or withdrawn or all payments in respect of the Notes accepted for payment pursuant to the Offer to Purchase are
not made as required by the Offer to Purchase, the Proposed Amendments shall have no effect and the Indenture shall be deemed
to be amended so that it reads the same as it did immediately prior to the date hereof. The Company shall provide prompt written
notice to the Trustee if it accepts the Notes for purchase and remits payment pursuant to the Offer to Purchase, or if the Offer
to Purchase is terminated or withdrawn or all payments in respect of the Notes accepted for payment pursuant to the Offer to Purchase
are not made. The Company shall cause Notes


 




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that have been purchased to be
promptly delivered to the Trustee for cancellation pursuant to Section 2.11 of the Senior Indenture, and the Trustee is hereby
authorized and directed to cancel such Notes upon receipt.


 


Section
2.12. Further Instruments and Acts. Upon request of the Company, the Trustee will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Supplemental
Indenture.


 


Section
2.13. Acceptance. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the
terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee makes no representation or warranty
as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	THE AES CORPORATION, as the Issuer
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ahmed Pasha	 
	 	 	Name:	Ahmed Pasha	 
	 	 	Title:	Treasurer	 
	 	 	 	 	 
	 	 	 	 	 


	Attest:	 	 
	 	 	 
	 	 	 
	By:	/s/ Gustavo Pimenta	 
	 	Name:	Gustavo Pimenta	 
	 	Title:	Executive Vice President and Chief Financial Officer	 




    [Signature Page to Twenty-Fifth Supplemental Indenture]


     


    

IN WITNESS WHE REOF, the parties
hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee






	 	 	 	 
	 	 	 	 
	 	By:	/s/ Luke Russell	 
	 	 	Name:	Luke Russell	 
	 	 	Title: 	Assistant Vice President	 
	 	 	 	 	 
	 	 	 	 	 


	 	By:	/s/ Chris Niesz	 
	 	 	Name:	Chris Niesz	 
	 	 	Title: 	Vice President	 




    [Signature Page to Twenty-Fifth Supplemental Indenture]