EX-4.1



 Exhibit 4.1 
  

 
 THE AES CORPORATION 

as Issuer 
 AND 

DEUTSCHE BANK TRUST COMPANY AMERICAS 

as Trustee 
  

 
 TWENTY-FOURTH
SUPPLEMENTAL INDENTURE 
 Dated as of March 15, 2018 

TO 
 SENIOR INDENTURE 

Dated as of December 8, 1998 
  

 
 5.500% Senior
Notes due 2024 
  
  







 TWENTY-FOURTH SUPPLEMENTAL INDENTURE 

The TWENTY-FOURTH SUPPLEMENTAL INDENTURE, is dated as of this 15th day of March, 2018 (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, Twenty-Second Supplemental Indenture and Twenty-Third 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 March 1, 2018 (the “Offer to
Purchase”), and accompanying consent and letter of transmittal to the holders of the 5.500% Senior Notes due 2024 (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 reference to “upon not less than 30 nor more than 60 days’ notice” in the first sentence of the
first paragraph of Section 3.2 of the Senior Indenture is hereby deleted and replaced with the following: “upon not less than three Business Days’ notice.” 

(b)    The reference to “third” prior to “Business Day” in the definition of “Comparable Treasury
Price” in the Seventeenth Supplemental Indenture shall be deleted. 
 (c)    The reference to “third”
prior to “Business Day” in the definition of “Reference Treasury Dealer Quotations” in the Seventeenth Supplemental Indenture shall be deleted. 

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 

  
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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 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 

  
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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 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/ Daniel Stadelmann

	Name:	 	Daniel Stadelmann
	Title:	 	Vice President and Treasurer


  

			
	Attest:
		
	By:	 	 /s/ Thomas M. O’Flynn

	Name:	 	Thomas M. O’Flynn
	Title:	 	Executive Vice President and Chief Financial Officer

  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	
	By: Deutsche Bank National Trust Company
		
	By:	 	 /s/ Jeffrey Schoenfeld

	Name:	 	Jeffrey Schoenfeld
	Title:	 	Vice President
		
	By:	 	 /s/ Irina Golovashchuk

	Name:	 	Irina Golovashchuk
	Title:	 	Vice President


  

			
	Attest:
		
	By:	 	 /s/ Chris Niesz

	Name:	 	Chris Niesz
	Title:	 	Assistant Vice President


  
 [Signature Page to the
Twenty-Fourth Supplemental Indenture]