Exhibit 4.1


 


 


 


 





 



 


 


 


 


 


 


THE AES CORPORATION


 


as Issuer


 


3.300% SENIOR SECURED FIRST LIEN NOTES
DUE 2025

3.950% SENIOR SECURED FIRST LIEN NOTES DUE 2030


____________________________________


 


INDENTURE

Dated as of May 27, 2020


 

____________________________________



 

____________________________________

 


 


Deutsche Bank Trust Company Americas

as Trustee




 

____________________________________

 


 


 


 


 


 


 


 


 



 


 


 


 



     


     


    

 


TABLE
OF CONTENTS


 





	 	Page
	ARTICLE
    1 Definitions and Incorporation by Reference	1
	Section
    1.01	Definitions	1
	Section 1.02	Other Definitions	15
	Section 1.03	Rules of Construction	15
	ARTICLE
    2 The Notes	16
	Section 2.01	Form and Dating	16
	Section 2.02	Execution and Authentication	17
	Section 2.03	Holder Lists	17
	Section 2.04	Transfer and Exchange	17
	Section 2.05	Issuance of Additional
    Notes	28
	Section 2.06	Registrar and Paying
    Agent	29
	Section 2.07	Paying Agent to
    Hold Money in Trust	29
	Section 2.08	Replacement Notes	30
	Section 2.09	Outstanding Notes	30
	Section 2.10	Temporary Notes	31
	Section 2.11	Cancellation	31
	Section 2.12	Defaulted Interest	31
	Section 2.13	CUSIP Numbers; ISINs	32
	ARTICLE
    3 Redemption and Prepayment	32
	Section 3.01	Notices to Trustee	32
	Section 3.02	Selection of Notes
    to Be Redeemed or Purchased	32
	Section 3.03	Notice of Redemption	33
	Section 3.04	Effect of Notice
    of Redemption	34
	Section 3.05	Deposit of Redemption
    or Purchase Price	34
	Section 3.06	Notes Redeemed or
    Purchased in Part	35
	Section 3.07	Optional Redemption	35
	Section 3.08	Mandatory Redemption	35
	ARTICLE
    4 Covenants	36
	Section 4.01	Payment of Notes	36
	Section 4.02	Maintenance of Office
    or Agency	36
	Section 4.03	Reports	36



 






    i 


     


    

 


	Section 4.04	Compliance Certificate	37
	Section 4.05	Liens	37
	Section 4.06	Restrictions on
    Sales and Leasebacks	38
	Section 4.07	Repurchase of Notes
    Upon a Change of Control Triggering Event	38
	Section 4.08	Additional Subsidiary
    Guarantees	39
	ARTICLE
    5 Successors	40
	Section 5.01	Merger, Consolidation
    or Sale of Assets	40
	Section 5.02	Successor Corporation
    Substituted	41
	ARTICLE
    6 Defaults and Remedies	41
	Section 6.01	Events of Default	41
	Section 6.02	Acceleration	42
	Section 6.03	Other Remedies	43
	Section 6.04	Waiver of Past Defaults	44
	Section 6.05	Control by Majority	44
	Section 6.06	Limitation on Suits	44
	Section 6.07	Rights of Holders
    of Notes to Receive Payment	45
	Section 6.08	Collection Suit
    by Trustee	45
	Section 6.09	Trustee May File
    Proofs of Claims	45
	Section 6.10	Priorities	46
	Section 6.11	Restoration of Rights
    and Remedies	46
	Section 6.12	Undertaking for
    Costs	47
	Section 6.13	Rights and Remedies
    Cumulative	47
	Section 6.14	Delay or Omission
    Not Waiver	47
	ARTICLE
    7 Trustee	47
	Section 7.01	General	47
	Section 7.02	Certain Rights of
    Trustee	47
	Section 7.03	Individual Rights
    of Trustee	49
	Section 7.04	Trustee’s
    Disclaimer	49
	Section 7.05	Notice of Default	49
	Section 7.06	Compensation and
    Indemnity	50
	Section 7.07	Replacement of Trustee	50
	Section 7.08	Successor Trustee
    by Merger, Etc	51
	Section 7.09	Eligibility	52
	Section 7.10	Money Held in Trust	52



 






    ii 


     


    

 


	ARTICLE
    8 Legal Defeasance and Covenant Defeasance	52
	Section 8.01	Option to Effect
    Legal Defeasance or Covenant Defeasance	52
	Section 8.02	Legal Defeasance
    and Discharge	52
	Section 8.03	Covenant Defeasance	53
	Section 8.04	Conditions to Legal
    or Covenant Defeasance	54
	Section 8.05	Deposited Money
    and Government Securities to be Held in Trust; Other Miscellaneous Provisions	55
	Section 8.06	Repayment to Company	55
	Section 8.07	Reinstatement	56
	ARTICLE
    9 Amendment, Supplement and Waiver	56
	Section 9.01	Without Consent
    of Holders of Notes	56
	Section 9.02	With Consent of
    Holders of Notes	57
	Section 9.03	Revocation and Effect
    of Consents	58
	Section 9.04	Notation on or Exchange
    of Notes	59
	Section 9.05	Trustee to Sign
    Amendments, etc	59
	ARTICLE
    10 Subsidiary Guarantees	60
	Section 10.01	Guarantee	60
	Section 10.02	Limitation on Guarantor
    Liability	61
	Section 10.03	Execution and Delivery
    of Subsidiary Guarantee	61
	Section 10.04	Guarantors May Consolidate,
    etc., on Certain Terms	62
	Section 10.05	Releases	62
	ARTICLE
    11 Satisfaction and Discharge	64
	Section 11.01	Satisfaction and
    Discharge	64
	Section 11.02	Application of Trust
    Money	65
	ARTICLE
    12 Collateral and Security	65
	Section 12.01	Shared Collateral
    Documents	65
	Section 12.02	Release of Collateral.	66
	Section 12.03	Certificates of
    the Trustee	66
	Section 12.04	Authorization of
    Actions to Be Taken by the Trustee Under the Shared Collateral Documents	67
	Section 12.05	Authorization of
    Receipt of Funds by the Trustee Under the Shared Collateral Documents	68
	Section 12.06	Termination of Security
    Interest	68
	Section 12.07	Reinstatement of
    Collateral	68
	ARTICLE
    13 Miscellaneous	69



 






    iii 


     


    

 


	Section 13.01	Notices.	69
	Section 13.02	Certificate and
    Opinion as to Conditions Precedent	70
	Section 13.03	Statements Required
    in Certificate or Opinion	70
	Section 13.04	Evidence of Ownership	71
	Section 13.05	Rules by Trustee,
    Paying Agent or Registrar	71
	Section 13.06	Payment Date Other
    Than a Business Day	71
	Section 13.07	No Personal Liability
    of Directors, Officers, Employees and Stockholders.	71
	Section 13.08	Governing Law	71
	Section 13.09	No Adverse Interpretation
    of Other Agreements	72
	Section 13.10	Successors	72
	Section 13.11	Duplicate Originals
    and Electronic Signing.	72
	Section 13.12	Separability	73
	Section 13.13	Table of Contents,
    Headings, Etc	73
	Section 13.14	Incorporators, Stockholders,
    Officers and Directors of Company Exempt from Individual Liability	73
	Section 13.15	Judgment Currency	73
	Section 13.16	Trust Indenture
    Act	74
	Section 13.17	Patriot Act	74
	Section 13.18	Conflict of Terms	74







 


	Exhibit A	FORM
    OF NOTE
	Exhibit
    B	FORM
    OF CERTIFICATE OF TRANSFER
	Exhibit
    C	FORM
    OF CERTIFICATE OF EXCHANGE
	Exhibit D 	FORM OF CERTIFICATE
    OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E 	FORM OF SUPPLEMENTAL
    INDENTURE—ADDITIONAL SUBSIDIARY GUARANTEES


 



    iv 


     


    

 


INDENTURE
dated as of May 27, 2020, among The AES Corporation, a Delaware corporation (the “Company”),
each Guarantor (as defined herein) that may become a party from time to time and Deutsche Bank Trust Company Americas, as trustee
(the “Trustee”).


 


Each party
agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined herein)
of the 3.300% Senior Secured First Lien Notes due 2025 (the “2025 Notes”) and 3.950% Senior Secured First Lien
Notes due 2030 (the “2030 Notes” and, together with the 2025 Notes, the “Notes”) issued
pursuant to this Indenture (as defined herein).


 


ARTICLE
1


 


Definitions
and Incorporation by Reference


 





Section 1.01       
Definitions.


 







For purposes
of this Indenture, the following terms shall have the respective meanings set forth in this Section 1.01 [Definitions].


 


“144A
Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and
the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee
that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“Additional
Indebtedness” means Indebtedness of the Company for borrowed money (excluding Indebtedness under the Credit Agreement)
under any debt securities or term loans broadly syndicated to institutional investors in a principal amount in excess of $100.0
million.


 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance
with Section 2.05 [Issuance of Additional Notes] hereof.


 


“AES
BVI II” means AES International Holdings II, Ltd., a BVI business company
incorporated under the laws of the British Virgin Islands with company number 146043 and with its registered office at CITCO B.V.I.
Limited, P.O. Bix 662, Citco Building, Road Town, Tortola, B.V.I.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial
ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative meanings.


 




     


     


    

 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules
and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Attributable
Debt” means the present value (discounted at the rate of 8.0% 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.


 


“Authorized
Newspaper” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal
(Eastern Edition) and in the case of London, will, if practicable, be the Financial Times (London Edition)) and published in an
official language of the country of publication customarily published at least once a day for at least five days in each calendar
week and of general circulation in The City of New York or London, as applicable. If it shall be impractical to make any publication
of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given
with the approval of the Trustee shall constitute a sufficient publication of such notice.


 


“Bank”
means each lending institution party to the Credit Agreement and providing loans or commitments thereunder, as further described
therein.


 


“Board
of Directors” means either the Board of Directors of the Company or (except for the purposes of clause (iii) of the
definition of “Change of Control”) any committee of such board duly authorized to act under this Indenture.


 


“Board
Resolution” means one or more resolutions of the Board of Directors of the Company or any authorized committee thereof,
certified by the secretary or an assistant secretary to have been duly adopted and to be in full force and effect on the date
of certification, and delivered to the Trustee.


 


“Business
Day” means any day other than a Legal Holiday.


 


“BVI
Security Agreement” means the Charge and Assignment of Shares, dated as of December 12, 2002, made by AES BVI II in
favor of the Collateral Trustee, as may be amended, amended and restated, supplemented, waived, modified, renewed or replaced
from time to time.


 


“Capital
Lease Obligations” means, at the time any determination is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.


 


“Capital
Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of, or interests in (however designated), the equity of such Person which is outstanding
or issued on or after the date of this Indenture, including, without limitation, all Common Stock and Preferred Stock and partnership
and joint venture interests of such Person.


 




     2


     


    

 


“Change
of Control” means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (determined
on a consolidated basis) to any Person or group (as that term is used in Section 13(d)(3) of the Exchange Act) of Persons, (ii)
a Person or group (as so defined) of Persons shall have become the beneficial owner of more than 50% of the outstanding Voting
Stock of the Company, or (iii) during any one-year period, individuals who at the beginning of such period constituted the Board
of Directors (together with any new director whose election or nomination was approved by a majority of the directors then in
office who were either directors at the beginning of such period or who were previously so approved) cease to constitute a majority
of the Board of Directors.


 


“Change
of Control Offer” has the meaning provided in Section 4.07 [Repurchase of Notes Upon a Change of Control Triggering
Event].


 


“Change
of Control Triggering Event” shall mean the occurrence of a Change of Control and a Rating Event.


 


“Collateral”
means all the assets and properties subject to the Liens created by the Shared Collateral Documents.


 


“Collateral
Trust Agreement” means the Collateral Trust Agreement, dated as of December 12, 2002, by and among the Company, the
other grantors party thereto and the Collateral Trustee, as amended by Amendment No. 1 to the Collateral Trust Agreement, dated
as of July 29, 2003, as further amended by Amendment No. 2 to the Collateral Trust Agreement, dated as of March 17, 2004, as further
amended by Amendment No. 3 to the Collateral Trust Agreement, dated as of August 26, 2009, and as further amended, amended and
restated, supplemented, waived, modified, renewed or replaced from time to time.


 


“Collateral
Trustee” means, collectively, (i) MUFG Union Bank, N.A., as successor to Wilmington Trust Company acting as corporate
trustee under the Collateral Trust Agreement, together with any successor corporate trustee appointed pursuant to the terms of
the Collateral Trust Agreement, and (ii) James Myers, acting as individual trustee under the Collateral Trust Agreement, together
with any successor individual trustee appointed pursuant to the terms of the Collateral Trust Agreement.


 


“Common
Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of common stock of such Person which is outstanding or issued on or after the date of
this Indenture, including, without limitation, all series and classes of such common stock.


 


“Company”
means The AES Corporation, and any and all successors thereto.


 


“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.


 




     3


     


    

 


“continuing”
means, with respect to any Event of Default, that such Event of Default has not been cured or waived.


 


“Corporate
Trust Office” means the address of the Trustee at which at any particular time its corporate trust business shall be
principally administered, which initially shall be the address set forth in Section 13.01 [Notices] hereof.


 


“Credit
Agreement” means the Seventh Amended and Restated Credit Agreement, dated as of December 20, 2019, among the Company,
Citibank, N.A., as administrative agent and as collateral agent, in each case, for the lenders party thereto, and the other financial
institutions party thereto, as may be amended, amended and restated, supplemented, waived, modified, renewed or replaced from
time to time.


 


“Credit
Agreement Agent” means the administrative agent under the Credit Agreement.


 


“Credit
Agreement Debt” means (i) indebtedness under the Credit Agreement (including, for the avoidance of doubt, any amendment,
restatement, amendment and restatement, refinancing or replacement thereof) and (ii) any Revolving Credit Loan Commitment and/or
Revolving Letter of Credit.


 


“Credit
Agreement Documents” means (i) the Credit Agreement, (ii) the Credit Agreement Notes, (iii) the Secured Hedge Agreements
and (iv) the Secured Treasury Management Service Agreements, in each case as amended from time to time.


 


“Credit
Agreement Note” means each promissory note of the Company to the order of a Bank under the Credit Agreement evidencing
the indebtedness of the Company to such Bank.


 


“Credit
Facilities” means (i) one or more debt facilities (including, without limitation, the Credit Agreement) or commercial
paper facilities, in each case with banks or other institutional lenders or other counterparties providing for revolving credit
loans, term loans, credit-linked deposits (or similar deposits), receivables financing (including through the sale of receivables
to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit,
(ii) debt securities sold to institutional investors and/or (iii) Hedging Obligations with any counterparties, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.04
[Transfer and Exchange] hereof. Definitive Notes shall be substantially in the form of Exhibit A hereto except that
such Note shall not bear the Global Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.


 




     4


     


    

 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.06 [Registrar
and Paying Agent] hereof as the Depositary, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Existing
Liens” means Liens on the property or assets of the Company and/or any of its Subsidiaries existing on the date of this
Indenture securing Indebtedness of the Company or any Guarantor (other than Liens incurred pursuant to clause (1) of the definition
of “Permitted Liens” hereof).


 


“Fitch”
means Fitch Ratings Inc. or any successor entity.


 


“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 date of the determination of the amount thereof.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect from time to time; provided, that any lease that would not be considered a capital lease pursuant to
GAAP prior to the effectiveness of Accounting Standards Codification 842 (whether or not such lease was in effect on such date)
shall be treated as an operating lease for all purposes under this Indenture and shall not be deemed to constitute a capitalized
lease or Indebtedness hereunder.


 


“Global
Legend” means the legend set forth in Section 2.04(f)(2) [Transfer and Exchange] hereof, which is required to
be placed on all Global Notes issued under this Indenture.


 


“Global
Notes” means, individually and collectively, each Restricted Global Note and each Unrestricted Global Note deposited
with or on behalf of and registered in the name of the Depositary or its nominee that bears the Global Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01 [Form
and Dating], 2.04(b)(3) [Transfer and Exchange], 2.04(b)(4) [Transfer and Exchange], 2.04(d)(2) [Transfer
and Exchange] or 2.04(f) [Transfer and Exchange] hereof.


 


“Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency
or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States
of America is pledged and which are not callable or redeemable at the Company’s option.


 


“Grantor”
means each of the Company and AES BVI II and each other entity that becomes party to any Shared Collateral Document as a Grantor
(as defined in the Security Agreement).


 




     5


     


    

 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements,
or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise); provided that standard contractual indemnities which do not relate to Indebtedness shall not
be considered a Guarantee.


 


“Guarantors”
means, with respect to the Notes of a series, any Subsidiary that executes a Subsidiary Guarantee with respect to the Notes
of such series in accordance with the provisions of this Indenture, and their respective successors and assigns.


 


“Hedge
Bank” means any Bank or any affiliate of any Bank in their capacity as a party to a hedging agreement secured by the
Collateral.


 


“Hedging
Obligations” means, with respect to any specified Person, the obligations of such Person under:


 


(a)       currency
exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency
exchange, interest rate or commodity collar agreements; and


 


(b)       (i)
agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity
prices or commodity transportation or transmission pricing or availability; (ii) any netting arrangements, power purchase and
sale agreements, fuel purchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value
with fluctuations in energy, power or gas prices; and (iii) agreements or arrangements for commercial or trading activities with
respect to the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service.


 


“Holder”
means a Person in whose name a Note is registered.


 


“IAI
Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and
the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee
that will be issued in a denomination equal to the outstanding principal amount of the Notes.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables, except
as provided in clause (5) below, and surety bonds), whether or not contingent:


 


(1)       in
respect of borrowed money;


 


(2)       evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


 


(3)       in
respect of banker’s acceptances;


 




     6


     


    

 


(4)       representing
Capital Lease Obligations in respect of sale and leaseback transactions; or


 


(5)       representing
the net amount owing under any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with
GAAP.


 


In addition,
the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person
(whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person; provided that the amount of such Indebtedness shall be
deemed not to exceed the lesser of the amount secured by such Lien and the value of the Person’s property securing such
Lien.


 


“Indenture”
means this Indenture governing the Notes, as amended, supplemented or otherwise modified from time to time in accordance with
its terms.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial
Notes” means either (i) the first $900,000,000 in aggregate principal amount of 2025 Notes or (ii) the first $700,000,000
in aggregate principal amount of 2030 Notes, as applicable, issued under this Indenture on the Issue Date.


 


“Initial
Purchasers” means Credit Suisse Securities (USA) LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC, MUFG Securities Americas Inc., Santander Investment Securities Inc., SMBC Nikko Securities America, Inc.,
Credit Agricole Securities (USA) Inc., Evercore Group L.L.C., HSBC Securities (USA) Inc., Samuel A. Ramirez & Company, Inc.,
Scotia Capital (USA) Inc., SG Americas Securities, LLC, SunTrust Robinson Humphrey, Inc., WR Securities, LLC and shall include
any other entity designed as such with respect to any Additional Notes issued after the date of this Indenture.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, who are not also QIBs.


 


“Investment
Grade Event” means, with respect to a series of Notes, (i) at least two Rating Agencies assign an Investment Grade Rating
to the Company’s senior unsecured long-term debt securities, in each case without taking into account any third party credit
enhancement, (ii) all Liens securing obligations of the Company or the Guarantors under the Credit Agreement will be released
substantially concurrently and (iii) no Event of Default will have occurred and be continuing with respect to the Notes of such
series.


 


“Investment
Grade Rating” means a rating of (i) Baa3 or better by Moody’s, (ii) BBB- or better by S&P, (iii) BBB- or better
by Fitch, (iv) the equivalent of such rating by such organization or (v) if another Rating Agency has been selected by the Company,
the equivalent of such rating by such other Rating Agency.


 




     7


     


    

 


“Issue
Date” means May 27, 2020.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of
payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place
of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue
on such payment for the intervening period.


 


“Lender
Party” means each of the Credit Agreement Agent; any Bank; any Hedge Bank; and the collateral agent under the Credit
Agreement.


 


“Lien”
means, with respect to any asset: any mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation,
encumbrance, restriction, collateral assignment, charge or security interest in, on or of such asset.


 


“Material
Subsidiary” of any Person means, as of any date, any Subsidiary of which such Person’s proportionate share of
such Subsidiary’s Total Assets (after intercompany eliminations) exceeds 15% of the Total Assets of such Person on a consolidated
basis.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor entity.


 


“Nationally
Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the
meaning of Section 3(a)(62) under the Exchange Act.


 


“Notes”
means the Initial Notes and any Additional Notes issued on or after the Issue Date in accordance with Section 2.05 [Issuance
of Additional Notes], with respect to Notes of any series, treated as a single class of securities, as amended or supplemented
from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture.


 


“Non-U.S.
Person” means a Person who is not a U.S. Person.


 


“Officer”
means, with respect to the Company, the chairman of the Board of Directors, the president or chief executive officer, any vice
president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary.


 


“Officers’
Certificate” means a certificate signed in the name of the Company (i) by the chairman of the Board of Directors, the
president or chief executive officer or a vice president and (ii) by the chief financial officer, the treasurer or any assistant
treasurer, or the secretary or any assistant secretary, complying with Section 13.03 [Statements Required in Certificate or
Opinion] and delivered to the Trustee. Each such certificate shall include (except as otherwise expressly provided in this
Indenture) the statements provided in Section 13.03 [Statements Required in Certificate or Opinion].


 




     8


     


    

 


“Opinion
of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory
to the Trustee and complying with Section 13.03 [Statements Required in Certificate or Opinion]. Each such opinion shall
include the statements provided in Section 13.03 [Statements Required in Certificate or Opinion], if and to the extent
required thereby.


 


“Other
Debt” means indebtedness issued or incurred pursuant to any Other Debt Agreement.


 


“Other
Debt Agreements” means any other agreement or instrument pursuant to which the Company has incurred Indebtedness permitted
by Sections 5.07(a)(iii) or 5.07(a)(vii) of the Credit Agreement that the Company designates in writing to the Collateral Trustees
as Debt which is to be secured by the Collateral under the Shared Collateral Documents, which shall include this Indenture.


 


“Other
Debt Holders” means at any time the registered holders of the Other Debt issued under any Other Debt Agreement.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Permitted
Liens” mean:


 


(1)       Liens
securing Indebtedness of the Company or any Guarantor under one or more Credit Facilities in an aggregate principal amount, measured
as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not exceeding the greater of
(a) 15% of Consolidated Net Assets, and (b) $3.0 billion;


 


(2)       Existing
Liens;


 


(3)       Liens
on property of any Subsidiary of the Company (other than AES BVI II or any Guarantor);


 


(4)       Liens
on property of, or on any shares of stock or debt of, any entity existing at the time such entity becomes a Subsidiary of the
Company;


 


(5)       Liens
in favor of the Company or any of its Subsidiaries;


 


(6)       Liens
in favor of United States or foreign governmental bodies to secure partial, progress, advance or other payments;


 


(7)       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;


 


(8)       Liens
incurred in connection with pollution control, industrial revenue or similar financings;


 




     9


     


    

 


(9)       other
Liens, in addition to those permitted in clauses (1) through (8) above, securing Indebtedness having an aggregate principal amount,
measured as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not to exceed the greater
of (i) 5.0% of Total Assets and (ii) $500.0 million; and


 


(10)       any
extension, renewal or replacement of any Indebtedness secured by any Liens referred to in the foregoing clause (1) through (9),
inclusive.


 


Liens securing
Indebtedness under the Credit Agreement existing on the date of this Indenture shall be deemed to have been incurred on such date
in reliance on the exception provided by clause (1) above. For purposes of determining compliance with this “Liens”
covenant, in the event that a Lien meets the criteria of more than one of the categories described in clauses (1) through (10)
above, the Company (a) shall be permitted, in its sole discretion, to (i) classify such Lien on the date of incurrence and may
later reclassify such Lien in any manner (based on the circumstances existing at the time of any such reclassification) and (ii)
divide and redivide the amount of such Lien arising among more than one of such clauses and (b) shall only be required to include
such Lien in one of any such clauses.


 


“Permitted
Post-Release Liens” mean:


 


(1)       Liens
on property of any Subsidiary of the Company;


 


(2)       Liens
in effect as of the effective date of the Release Event (other than Permitted Liens incurred pursuant to clause (1) or (10) of
the definition thereof);


 


(3)       Liens
on property of, or on any shares of stock or debt of, any entity existing at the time such entity becomes a Subsidiary of the
Company;


 


(4)       Liens
in favor of the Company or any of its Subsidiaries;


 


(5)       Liens
in favor of United States or foreign governmental bodies to secure partial, progress, advance or other payments;


 


(6)       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;


 


(7)       Liens
under one or more Credit Facilities for Indebtedness in an aggregate principal amount not to exceed $900.0 million at any time
outstanding;


 


(8)       Liens
incurred in connection with pollution control, industrial revenue or similar financings; and


 


(9)       any
extension, renewal or replacement of any debt secured by any Liens referred to in the foregoing clauses (1) through (8), inclusive.


 




     10


     


    

 


“Person”
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof.


 


“Preferred
Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of preferred or preference stock of such Person which is outstanding or issued on or
after the date of this Indenture.


 


“Principal”
of a Note means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Note.


 


“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 2.0% 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 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.


 


“Private
Placement Legend” means the legend set forth in Section 2.04(f)(1) [Transfer and Exchange] hereof to be placed
on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Rating
Agency” means (i) each of Moody’s, S&P and, solely for purposes of the collateral release provisions, Fitch
and (ii) if any of Moody’s, S&P or, if applicable, Fitch, ceases to rate the Notes of a series or fails to make a rating
of the Notes of a series publicly available, a Nationally Recognized Statistical Rating Organization selected by the Company which
shall be substituted for Moody’s, S&P or Fitch, as the case may be with respect to such Notes of such series.


 


“Rating
Event” means (x) the rating on a series of Notes is lowered and (y) such Notes are rated below an investment grade rating,
in either case, by both of the Rating Agencies on any day within the period (the “Trigger Period”) commencing
on the earlier of (i) the occurrence of a Change of Control and (ii) public announcement of the occurrence of a Change of Control
or the Company’s or any Person’s intention to effect a Change of Control and ending 60 days following the consummation
of such Change of Control (which period will be extended so long as the rating of a series of Notes is under publicly announced
consideration for a possible downgrade by either of the Rating Agencies); provided, however, that a Rating Event otherwise arising
by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control
(and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if (1) during
the Trigger Period, the relevant rating is subsequently upgraded to its level at the beginning of the Trigger Period (or better)
or


 




     11


     


    

 


(2) the Rating
Agency making the reduction in rating to which this definition would otherwise apply publicly announces or informs the Trustee
in writing at the Company’s request that the reduction was not the result, in whole or in part, of any event or circumstance
comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change
of Control has occurred at the time of the Rating Event).


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Regulation
S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.


 


“Release
Event” means, with respect to any series of Notes, the occurrence of an event as a result of which all Collateral securing
the Notes is permitted to be released in accordance with the terms of this Indenture and the Shared Collateral Documents, it being
understood that any action taken by the Company or its Affiliates to, solely at its option, provide Collateral to secure the Notes
that is not required to be provided pursuant to the terms of this Indenture and the Shared Collateral Documents, shall not be
deemed to cause such Release Event to not have occurred.


 


“Representative”
has the meaning assigned to such term in the Collateral Trust Agreement.


 


“Repurchase
Date” shall have the meaning provided in Section 4.07 [Repurchase of Notes Upon a Change of Control Triggering Event]
hereof.


 


“Responsible
Officer” means, when used with respect to the Trustee, any senior trust officer, any vice president, any trust officer,
any assistant trust officer, or any other officer or assistant officer of the Trustee customarily performing functions similar
to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter
is referred because of his knowledge of and familiarity with the particular subject.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


“Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S.


 


“Revolving
Credit Loan Bank” means each Bank having a Revolving Credit Loan Commitment.


 


“Revolving
Credit Loan Commitment” means, at any time, with respect to any Revolving Credit Loan Bank at any time, the lending
commitment of such Revolving Credit Loan Bank pursuant to the Credit Agreement in effect at such time.


 




     12


     


    

 


“Revolving
Letter of Credit” means a letter of credit issued by a Bank pursuant to the Credit Agreement and shall also include
certain additional letters of credit previously issued and outstanding under the Credit Agreement, as provided for therein.


 


“Rule
144” means Rule 144 promulgated under the Securities Act.


 


“Rule
144A” means Rule 144A promulgated under the Securities Act.


 


“Rule
903” means Rule 903 promulgated under the Securities Act.


 


“Rule
904” means Rule 904 promulgated under the Securities Act.


 


“S&P”
means S&P Global Ratings, a division of S&P Global Inc., or any successor entity.


 


“SEC”
means the Securities and Exchange Commission.


 


“Secured
Agreements” means, collectively, the Credit Agreement Documents, the Other Debt Agreements and each agreement or instrument
delivered by the Grantors pursuant thereto (including, without limitation, the Shared Collateral Documents).


 


“Secured
Debt” means (i) the Credit Agreement Debt and (ii) Other Debt.


 


“Secured
Hedge Agreements” means any hedging agreement permitted under the Credit Agreement that is entered into between the
Company and a Hedge Bank that specifies by its terms that it is secured by the Collateral.


 


“Secured
Holders” means, at any time, the Lender Parties and the Other Debt Holders.


 


“Secured
Obligations” means at any time any obligations, whether matured or unmatured, contingent or liquidated, of each Grantor
arising out of or evidenced by the Secured Agreements, whether for principal, interest, expenses, premiums, indemnities, fees
or other amounts, whether or not such obligations are due and payable at such time.


 


“Secured
Parties” means the Secured Holders and any Representatives.


 


“Secured
Treasury Management Service Agreements” means any agreement between the Company or any of its subsidiaries and a Bank
or an affiliate of a Bank to provide treasury management services to the Company.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Security
Agreement” means the Security Agreement, dated as of December 12, 2002, from the Company and the other grantors referenced
therein to the Collateral Trustee, as amended by Amendment No. 1 to the Security Agreement, dated as of July 29, 2003, as further
amended by the Security Agreement Supplement, dated as of May 24, 2017, and as further amended, amended and restated, supplemented,
waived, modified, renewed or replaced from time to time.


 




     13


     


    

 


“Shared
Collateral Documents” means the Collateral Trust Agreement, the BVI Security Agreement, the Security Agreement and all
other documents creating, evidencing or relating to the Collateral or any Successor Collateral.


 


“Stated
Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the
first date it was incurred in compliance with the terms of this Indenture, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary”
means, with respect to any Person, any corporation, association or other business entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority of the Board of Directors or other persons performing
similar functions are at the time directly or indirectly owned by such Person.


 


“Subsidiary
Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes,
executed pursuant to the provisions of this Indenture.


 


“Successor
Collateral” means, with respect to each Grantor, any property and assets of such Grantor (or any of its successors and
assigns) as such Grantor (or any such successor or any such assign) may, from time to time, upon notice to the Collateral Trustee,
pursuant to the Shared Collateral Documents, Credit Agreement Documents, the Other Debt Agreements or otherwise, grant to the
Collateral Trustee as additional collateral for their benefit and in trust for the equal and ratable benefit of the Representatives,
on their behalf and on behalf of the Secured Holders.


 


“Total
Assets” means, with respect to any Person, the total consolidated assets of such Person and its Subsidiaries determined
on a consolidated basis in accordance with GAAP, as shown on the most recent consolidated balance sheet of such Person.


 


“Total
Secured Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Company
and the Guarantors outstanding on such date that is secured by a Lien on any property or assets of the Company or any of the Guarantors
(including Capital Stock of Subsidiaries of the Company or Indebtedness of Subsidiaries of the Company); provided that,
for the avoidance of doubt, Total Secured Debt will not include the undrawn amount of any outstanding letters of credit.


 


“Treasury
Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the redemption date (or, if such statistical release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to
the applicable par call date; provided, however, that if the period from the redemption date to the applicable par
call date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used.


 




     14


     


    

 


“Trustee”
means the person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each person
who is then a Trustee hereunder.


 


“Unrestricted
Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.


 


“Unrestricted
Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.


 


“U.S.
Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.


 


“Voting
Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for
the election of directors of such Person or other Persons performing similar functions.


 


Section
1.02        Other Definitions.


 


For purposes
of this Indenture, the following terms shall have the meanings set forth in this Section 1.02.


 


	Terms	Defined
    in Section
	 	 
	2025
    par call date	3.07(a)
	2030
    par call date	3.07(a)
	Authentication
    Order	2.02
	Change
    of Control Offer	4.07(b)(1)
	Company	Preamble
	Covenant
    Defeasance	8.03
	DTC	2.04(f)(2)
	Event
    of Default	6.01
	Judgment
    Currency	13.15
	Legal
    Defeasance	8.02
	par
    call date	3.07(a)
	Paying
    Agent	2.06
	Redemption
    Price	3.07(a)
	Release
    Period	12.07(a)
	Repurchase
    Date	4.07(b)(3)
	Required
    Currency	13.15
	Reversion
    Date	12.07(a)
	Trustee	8.05,
    Preamble


 





Section 1.03              
Rules of Construction.


 









     15


     


    

 


Unless the
context otherwise requires:


 


(1)       a
term has the meaning assigned to it;


 


(2)       an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)       “or”
is not exclusive;


 


(4)       “including”
is not limiting;


 


(5)       words
in the singular include the plural, and in the plural include the singular;


 


(6)       “will”
shall be interpreted to express a command;


 


(7)       provisions
apply to successive events and transactions; and


 


(8)       references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.


 


ARTICLE
2


 


The
Notes


 





Section 2.01       
Form and Dating.


 







(a)       The
Notes. The Notes shall be issued in registered global form without interest coupons. The Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall furnish any such notations, legends or endorsements
to the Trustee in writing. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations
of $2,000 and integral multiples of $1,000. The aggregate amount of Notes that may be authenticated and delivered under this Indenture
is unlimited.


 


The terms
and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company,
the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions
and to be bound thereby. However, to the extent any provision of the Notes conflicts with the express provisions of this Indenture,
the provisions of the Notes shall govern and be controlling.


 


(b)       Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Legend thereon and without
the “Schedule of Exchanges of Interests in the Global Note” attached


 




     16


     


    

 


thereto).
Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it represents
the aggregate principal amount of outstanding Notes from time to time as reflected in the records of the Trustee and that the
aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges and redemptions. The Trustee’s records shall be noted to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby, in accordance with instructions given by the Holder
thereof as required by Section 2.04 [Transfer and Exchange] hereof.


 


(c)       Euroclear
and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System”
and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking”
and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S
Global Note that are held by Participants through Euroclear or Clearstream.


 





Section 2.02       
Execution and Authentication.


 



One Officer
must sign the Notes for the Company by manual or facsimile signature.


 


If an Officer
whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.


 


A Note will
not be valid until authenticated by the electronic or manual signature of the Trustee. The signature will be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee
shall, upon receipt of a written order of the Company signed by at least one Officer (an “Authentication
Order”), authenticate Notes for original issue under this Indenture, including any Additional Notes issued pursuant
to Section 2.05 [Issuance of Additional Notes] hereof. The aggregate principal amount of Notes outstanding at any time
may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication
Orders, except as provided in Section 2.08 [Replacement Notes] hereof.


 


The Trustee
may appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Company to authenticate Notes.
The Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. The Authenticating Agent has the same rights as an Agent to deal with Holders,
the Company or an Affiliate of the Company.


 





Section 2.03       
Holder Lists.







  


The Trustee
shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of all Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before
each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of the Holders.


 




     17


     


    

 





Section 2.04       
Transfer and Exchange.





 


(a)       Transfer
and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes of a series shall be
exchanged by the Company for Definitive Notes if:


 


(1)       the
Company delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary
or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Company within 120 days after the date of such notice from the Depositary is received;


 


(2)       the
Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive
Notes and delivers a written notice to such effect to the Trustee; or


 


(3)       there
has occurred and is continuing an Event of Default with respect to the Notes.


 


Upon the
occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any
approved denominations as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.08 [Replacement Notes] and 2.10 [Temporary Notes] herein. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.04
[Transfer and Exchange] or Sections 2.08 [Replacement Notes] and 2.10[Temporary Notes] herein, shall be authenticated
and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.04(a) [Transfer and Exchange], however, beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 2.04(b) [Transfer and Exchange], (c) or (f) hereof.


 


(b)       Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(1)       Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.04(b)(1) [Transfer
and Exchange].


 




     18


     


    

 


(2)       All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.04(b)(1) [Transfer and Exchange] above, the transferor of such beneficial interest
must deliver to the Registrar either:


 


(A)       both:
(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to
the beneficial interest to be transferred or exchanged; and (ii) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with such increase; or


 


(B)       both:
(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged; and (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose
name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above.


 


(3)       Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.04(b)(2) [Transfer and Exchange] above and the Registrar receives the following:


 


(A)       if
the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)       if
the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C)       if
the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item
(3) thereof, if applicable.


 


(4)       Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section 2.04(b)(2) [Transfer and Exchange] above and
the Registrar receives the following:


 




     19


     


    

 


(A)       if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(a) thereof; or


 


(B)       if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case of this
Section 2.04(b)(4) [Transfer and Exchange], if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


If any such
transfer is effected pursuant to this Section 2.04(b)(4) [Transfer and Exchange] at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section
2.02 [Execution and Authentication] hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section
2.04(b)(4) [Transfer and Exchange].


 


Beneficial
interests in an Unrestricted Global Notes cannot be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Note.


 


(c)       Transfer
or Exchange of Beneficial Interests in Global Notes for Definitive Notes. Transfers or exchanges of beneficial interests
in Global Notes for Definitive Notes shall in each case be subject to the satisfaction of any applicable conditions set forth
in Section 2.04(b)(2) [Transfer and Exchange] hereof, and to the requirements set forth below in this Section 2.04(c) [Transfer
and Exchange].


 


(1)       Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:


 


(A)       if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;


 


(B)       if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;


 




     20


     


    

 


(C)       if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)       if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a)
thereof;


 


(E)       if
such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect
set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable;


 


(F)       if
such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(G)       if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.04(h) [Transfer and
Exchange] hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in
the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.04(c) [Transfer and Exchange] shall be registered in such
name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes of a series are so registered. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section 2.04(c)(1) [Transfer and Exchange] shall
bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.


 


(2)       Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:


 


(A)       if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;
or


 




     21


     


    

 


(B)       if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth
in this Section 2.04(c)(2) [Transfer and Exchange], if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


(3)       Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.04(b)(2)
[Transfer and Exchange] hereof, the Trustee shall cause the aggregate principal amount of the applicable Unrestricted Global
Note to be reduced accordingly pursuant to Section 2.04(h) [Transfer and Exchange] hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.04(c)(3) [Transfer
and Exchange] shall be registered in such name or names and in such authorized denomination or denominations as the holder
of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes of a series
are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.04(c)(3) [Transfer
and Exchange] shall not bear the Private Placement Legend.


 


(d)       Transfer
and Exchange of Definitive Notes for Beneficial Interests in Global Notes.


 


(1)       Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


 


(A)       if
the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global
Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)       if
such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof;


 




     22


     


    

 


(C)       if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)       if
such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item
(3)(a) thereof;


 


(E)       if
such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate
to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item
(3) thereof, if applicable;


 


(F)       if
such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(G)       if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall
cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause
(A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause
(C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.


 


(2)       Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the
following:


 


(A)       if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes of a series for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof;
or


 


(B)       if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes of a series to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth
in this Section 2.04(d)(2) [Transfer and Exchange], if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 




     23


     


    

 


Upon satisfaction
of the conditions of this Section 2.04(d)(2) [Transfer and Exchange], the Trustee shall cancel the Restricted Definitive
Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.


 


(3)       Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes.


 


If any such
exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(A), (2)(B) or (3)
above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 [Execution and Authentication] hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 


(e)       Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.04(e) [Transfer and Exchange], the Registrar shall register the transfer or exchange
of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section
2.04(e) [Transfer and Exchange].


 


(1)       Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the
name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A)       if
the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;


 


(B)       if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; and


 


(C)       if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.


 




     24


     


    


 


(2)       Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for
an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


 


(A)       if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes of a series for an Unrestricted Definitive Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(B)       if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes of a series to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set forth
in this Section 2.04(e)(2) [Transfer and Exchange], if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.


 


(3)       Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes of a
series to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register
such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f)       Legends.
The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.


 


(1)       Private
Placement Legend.


 


(A)       Except
as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form:


 


“THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES


 




     25


     


    

 


THAT IT WILL NOT WITHIN [IN THE
CASE OF RULE 144A NOTES: ONE YEAR OR SUCH SHORTER TIME UNDER APPLICABLE LAW] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY
SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT SHALL GIVE
TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.”


 


(B)       Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2),
(e)(3) or (f) of this Section 2.04 [Transfer and Exchange] (and all Notes issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend.


 


(2)       Global
Legend. Each Global Note shall bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.04 [Transfer and Exchange] OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.04(a) [Transfer and Exchange of Global Notes] OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 [Cancellation] OF THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE AES CORPORATION.


 


UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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


 




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DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.”


 


(g)       Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 [Cancellation] herein.
At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal
amount of Notes represented by such Global Note will be reduced accordingly and a notation will be made on the records maintained
by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note will be increased accordingly and a notation will be made on the records maintained by the
Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


 


(h)       General
Provisions Relating to Transfers and Exchanges.


 


(1)       To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 [Execution and Authentication]
hereof or at the Registrar’s request.


 


(2)       No
service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.10 [Temporary Notes], 3.06 [Notes Redeemed or Purchased in Part],
4.09 [Repurchase of Notes Upon a Change of Control Triggering Event], 9.04 [Notation on or Exchange of Notes] and
9.05 [Trustee to Sign Amendments, etc.] hereof).


 


(3)       The
Registrar shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.


 




     27


     


    

 


(4)       All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as
the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(5)       The
Company shall not be required:


 


(A)       to
issue, to register the transfer of or to exchange any Notes of a series during a period beginning at the opening of business 15
days before the day of any selection of Notes of a series for redemption and ending at the close of business on the day of selection;


 


(B)       to
register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part; or


 


(C)       to
register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.


 


(6)       Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected
by notice to the contrary.


 


(7)       The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 [Execution and
Authentication] hereof.


 


(8)       All
orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section
2.04 [Transfer and Exchange] to effect a registration of transfer or exchange may be submitted by facsimile or electronic
format (e.g. “pdf” or “tif”).


 


(9)       All
references in this Section 2.04 [Transfer and Exchange] to the exchange or transfer of Notes, Global Notes, Definitive
Notes or any beneficial interests therein shall be deemed to refer to the exchange or transfer of the applicable Notes, Global
Notes, Definitive Notes or any beneficial interests therein.


 





Section 2.05       
Issuance of Additional Notes.


 


The Company
shall be entitled, upon delivery to the Trustee of an Officers’ Certificate, Opinion of Counsel and Authentication Order,
to issue Additional Notes of a series under this Indenture which shall have identical terms as the Initial Notes of such series
issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Notes of a series issued
on the Issue Date and any Additional Notes of such series issued shall be treated as a single class for all purposes under this
Indenture.


 




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With respect
to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each
which shall be delivered to the Trustee, the following information:


 


(a)       the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and


 


(b)       the
issue price, the issue date and the CUSIP number of such Additional Notes.


 





Section 2.06       
Registrar and Paying Agent.


 


The Company
shall maintain an office or agency where Notes may be presented for registration, registration of transfer or for exchange (the
“Registrar”) and an office or agency where Notes may be presented for payment (the “Paying
Agent”), which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar
to keep a register of the Notes and of their transfer and exchange. The Company may have one or more additional Paying Agents
or transfer agents with respect to any series.


 


The Company
shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture. The Company shall give prompt written notice to the Trustee of the name and address of any Agent
and any change in the name or address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal
shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate
agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) written notification
to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause
(i) of this proviso. The Company or any affiliate of the Company may act as Paying Agent or Registrar; provided that neither
the Company nor an affiliate of the Company shall act as Paying Agent in connection with the defeasance of the Notes or the discharge
of this Indenture under Article 11 [SATISFACTION AND DISCHARGE].


 


The Company
initially appoints the Trustee as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar,
the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other times as the
Trustee may reasonably request the names and addresses of the Holders as they appear in the Notes register.


 





Section 2.07       
Paying Agent to Hold Money in Trust.


 


Not later
than 10:00 a.m. New York City time on each due date of any Principal or interest on any Notes, the Company shall deposit with
the Paying Agent money in immediately available funds sufficient to pay such Principal or interest. The Company shall require
each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the
Holders of such Notes or the Trustee all money held by the Paying Agent


 




     29


     


    

 


for
the payment of Principal of and interest on such Notes and shall promptly notify the Trustee in writing of any default by the
Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee
and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written
request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.
Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any
affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any Notes,
segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal
or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and shall promptly notify the Trustee in writing of its action or failure to act as required by this Section.


 





Section 2.08       
Replacement Notes.


 


If a defaced
or mutilated Note of any series is surrendered to the Trustee or if a Holder claims that its Note of any series has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall, upon receipt of satisfactory evidence of such loss,
destruction or theft, authenticate a replacement Note of such series and tenor and principal amount bearing a number not contemporaneously
outstanding. If required by the Trustee or the Company, an indemnity bond must be furnished that is sufficient in the judgment
of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer
if a Note is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without
limitation attorneys’ fees and expenses) in replacing a Note. In case any such mutilated, defaced, lost, destroyed or wrongfully
taken Note has become or is about to become due and payable, the Company in its discretion may pay such Note instead of issuing
a new Note in replacement thereof.


 


Every replacement
Note is an additional obligation of the Company and shall be entitled to the benefits of this Indenture.


 


To the extent
permitted by law, the foregoing provisions of this Section are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Notes.


 





Section 2.09       
Outstanding Notes.


 


Notes outstanding
at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it
for cancellation and those described in this Section as not outstanding.


 


If a Note
is replaced pursuant to Section 2.08 [Replacement Notes], it ceases to be outstanding unless and until the Trustee and
the Company receive proof satisfactory to them that the replaced Note is held by a holder in due course.


 


If the Paying
Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase
of the Notes money sufficient to pay


 




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Notes
payable or to be redeemed or repurchased on that date, then on and after that date such Notes cease to be outstanding and interest
on them shall cease to accrue.


 


A Note does
not cease to be outstanding because the Company or one of its affiliates holds such Note, provided, however, that, in determining
whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Notes owned by the Company or any affiliate of the Company shall be disregarded
and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes as to which a Responsible Officer of the Trustee
has received written notice to be so owned shall be so disregarded. Any Notes so owned which are pledged by the Company, or by
any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company,
shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise
in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.


 





Section 2.10       
Temporary Notes


 


Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of
an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated
Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to
the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes of the same
series in exchange for temporary Notes.


 


Holders of
temporary Notes will be entitled to all of the benefits of this Indenture as the definitive Notes of the same series.


 





Section 2.11       
Cancellation.


 


The Company
at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. The Registrar, any transfer agent and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee shall cancel and dispose of all Notes surrendered
for transfer, exchange, payment or cancellation in accordance with its then customary practices and upon written request of the
Company, shall deliver a certificate of disposal to the Company. The Company may not issue new Notes to replace Notes it has paid
in full or delivered to the Trustee for cancellation.


 





Section 2.12       
Defaulted Interest.


 


If the Company
defaults in a payment of interest on the Notes, it shall pay, or shall deposit with the Paying Agent money in immediately available
funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest to
the Persons who are Holders on a subsequent special record date, which shall mean the 15th day


 




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next
preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least
15 days before such special record date, the Company shall mail to each Holder and to the Trustee a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid.


 





Section 2.13       
CUSIP Numbers; ISINs.


 


The Company
in issuing the Notes may use “CUSIP” numbers and “ISINs” (if then generally in use), and the Trustee shall
use CUSIP numbers or ISINs, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation
shall be made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption
or exchange.


 


ARTICLE
3


 


Redemption
and Prepayment


 





Section 3.01       
Notices to Trustee.


 


If the Company
elects to redeem Notes of a series pursuant to the optional redemption provisions of Section 3.07 [Optional Redemption] hereof,
it must furnish to the Trustee, at least 10 days but not more than 60 days before a redemption date, an Officers’ Certificate
setting forth:


 


(1)       the
clause of this Indenture pursuant to which the redemption shall occur;


 


(2)       the
redemption date;


 


(3)       the
principal amount of Notes of a series to be redeemed; and


 


(4)       the
redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof.


 





Section 3.02       
Selection of Notes to Be Redeemed or Purchased.


 


If less than
all of the Notes of a series are to be redeemed at any time, the Trustee shall select Notes of such series for redemption on a
pro rata basis among all outstanding Notes of such series or, if the Notes of such series are listed on any national securities
exchange, in compliance with the requirements of the principal national securities exchange on which the Notes of such series
are listed, in either case, unless otherwise required by law, applicable stock exchange requirements or depositary requirements.


 


In the event
of partial redemption by lot, the particular Notes of such series to be redeemed or purchased shall be selected, unless otherwise
provided herein, not less than 15 nor more than 60 days prior to the redemption by the Trustee from the outstanding Notes of such
series not previously called for redemption.


 




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The Trustee
shall promptly notify the Company in writing of the Notes of such series selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes of a series selected
shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of such series
of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes of such series held by such Holder, even if
not a multiple of $1,000 shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture
that apply to Notes of such series called for redemption also apply to portions of Notes of such series called for redemption.


 


No Notes
of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail or delivered electronically
at least 10 but not more than 60 days before the redemption date to each Holder of Notes of a series to be redeemed at its registered
address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes of such series or a satisfaction and discharge of this Indenture.


 


If any Note
of a series is to be redeemed in part only, the notice of redemption that relates to that Note of such series shall state the
portion of the principal amount of that Note of such series that is to be redeemed. A new Note of a series in principal amount
equal to the unredeemed portion of the original Note of such series shall be issued in the name of the Holder of Notes of such
series upon cancellation of the original Note of such series. Notes of a series called for redemption become due on the date fixed
for redemption. On and after the redemption date, interest ceases to accrue on Notes of a series or portions of them called for
redemption.


 





Section 3.03       
Notice of Redemption.


 


At least
10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail,
or delivered electronically, a notice of redemption to each Holder whose Notes of a series are to be redeemed at its registered
address, except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes of such series or a satisfaction and discharge of this Indenture pursuant
to Articles 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] or 11 [SATISFACTION AND DISCHARGE] hereof.


 


The notice
will identify the Notes of a series to be redeemed and will state:


 


(1)       the
principal amount of each Note of such series held by such Holder to be redeemed;


 


(2)       the
CUSIP numbers of the Notes to be redeemed;


 


(3)       the
date fixed for redemption;


 


(4)       the
redemption price or, where the redemption price cannot be calculated at the time of such notice, the method of calculation thereof;


 




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(5)       that
interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue; and


 


(6)       if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes of such series in principal amount equal to the unredeemed portion will
be issued upon cancellation of the original Note.


 


The notice
of redemption of Notes of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company, upon receipt of written request, at least three days before
such notice of redemption is to be sent.


 


Any redemption
and notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
In the event of the failure of any such condition precedent, the Company shall provide prompt written notice to the Trustee of
such failure, and at the Company’s request, the Trustee shall inform the Holders of such failure. In the Company’s
discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided
that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice
was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall
not have been satisfied or waived by the Company by the date of redemption, or by the date of redemption as so delayed.


 





Section 3.04       
Effect of Notice of Redemption.


 


Once notice
of redemption is mailed or delivered in accordance with Section 3.03 [Notice of Redemption] hereof, Notes of a series called
for redemption become, subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable
on the redemption date at the redemption price.


 





Section 3.05       
Deposit of Redemption or Purchase Price.


 


No later
than 10:00 a.m. Eastern Time on the redemption or purchase date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of, accrued interest and premium, if any, on all Notes of a series
to be redeemed or purchased on that date. Promptly after the Company’s written request, the Trustee or the Paying Agent
shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, accrued interest and premium, if any, on, all Notes of such series
to be redeemed or purchased.


 


If the Company
complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to
accrue on the Notes or the portions of Notes of a series called for redemption or purchase. If a Note of a series is redeemed
or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note of such series was


 




     34


     


    

 


registered
at the close of business on such record date. If any Note of a series called for redemption or purchase is not so paid upon surrender
for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest
not paid on such unpaid principal, in each case at the rate provided in the Notes of such series and in Section 4.01 [Payment
of Notes] hereof.


 





Section 3.06       
Notes Redeemed or Purchased in Part.


 


Upon surrender
of a Note of a series that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order,
Officers’ Certificate and Opinion of Counsel, the Trustee shall authenticate for the Holder at the expense of the Company
a new Note of such series equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.


 





Section 3.07       
Optional Redemption.


 


(a)       At
any time prior to June 15, 2025 (the “2025
par call date”), and at any time prior to April 15, 2030 (the “2030
par call date” and, each of the 2025 par call date and the 2030 par call date, a “par
call date”), the Company may on any one or more occasions redeem all or a part of the applicable series of Notes,
upon not less than 10 nor more than 60 days’ prior notice, at a price (the “redemption
price”) together with accrued and unpaid interest, if any, to but excluding, the redemption date, equal to the
greater of:


 


(1)       100%
of the principal amount of the Notes being redeemed; or


 


(2)       The
sum of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of interest
on the Notes from the redemption date to the applicable par call date, discounted from their respective scheduled payment dates
to the redemption date semiannually (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Rate plus 50 basis points in the case of the 2025 Notes, and 50 basis points in the case of the 2030 Notes.


 


In addition,
at any time and from time to time on or after the applicable par call date, the Notes of the applicable series will be redeemable,
in whole or in part at any time, at the Company’s option, at a redemption price equal to 100% of the principal amount of
the Notes of such series being redeemed plus accrued and unpaid interest on such Notes to the redemption date.


 


(b)       Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to the applicable
par call date.


 


(c)       Any
redemption pursuant to this Section 3.07 [Optional Redemption] shall be made pursuant to the provisions of Sections 3.01
[Notices to Trustee] through 3.06 [Notes Redeemed or Purchased in Part] hereof.


 




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Section 3.08       
Mandatory Redemption.


 






The Company
is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


ARTICLE
4


 


Covenants


 





Section 4.01       
Payment of Notes.


 


The Company
shall pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided
in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than
the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.


 





Section 4.02       
Maintenance of Office or Agency.


 


The Company
shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee, located
in the Borough of Manhattan, The City of New York, as such office or agency of the Company. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with written notice of the address thereof,
such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.01
[Notices].


 


The Company
may also from time to time designate one or more other offices or agencies where the Notes of any series may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 





Section 4.03       
Reports.


 


The Company
covenants to file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the
annual reports and of the information, documents, and other reports which the Company may be required to file with the SEC pursuant
to Section 13 or Section 15(d) of the Exchange Act.


 




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In addition,
the Company agrees that, for so long as any notes of a series remain outstanding, at any time it is not required to file the reports
required by the preceding paragraphs with the SEC, it shall furnish to the holders of the notes of such series and to securities
analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


The Company
shall be deemed to have furnished such information, documents or reports to the Trustee, the Holders and/or prospective purchasers
of the Notes, if the Company has filed such information, documents or reports with the SEC via the EDGAR filing system (or any
successor system) and/or posted such information, documents or reports on the Company’s website and such information, documents
or reports are publicly available; provided, however, that the Trustee shall have no obligation whatsoever to determine
whether or not such materials have been filed pursuant to the EDGAR system (or its successor) or posted on any website. Delivery
of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive knowledge or notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of their covenants under this Indenture (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).


 





Section 4.04       
Compliance Certificate.


 


The Company
shall furnish to the Trustee annually, on or before a date not more than four months after the end of its fiscal year (which,
on the date hereof, is a calendar year), a brief certificate (which need not contain the statements required by Section 13.03
[Statements Required in Certificate or Opinion]) from its principal executive, financial or accounting officer as to his
or her knowledge of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice provided under this Indenture).


 





Section 4.05       
Liens.


 


Prior to
the occurrence of a Release Event, the Company shall not, and shall not permit AES BVI II or any Guarantor, to incur, issue, assume
or guarantee any Indebtedness for borrowed money represented by notes, bonds, debentures or other similar evidences of Indebtedness
secured by a Lien (other than a Permitted Lien) on any Collateral, any Principal Property or any capital stock or Indebtedness
held directly by the Company or any Subsidiary of the Company.


 


Following
the occurrence of a Release Event, if the Company incurs, issues, assumes or guarantees any Indebtedness for borrowed money represented
by notes, bonds, debentures or other similar evidences of Indebtedness secured by a Lien (other than a Permitted Post-Release
Lien) on any Principal Property or any capital stock or Indebtedness held directly by the Company or any Subsidiary of the Company,
the Company shall secure each series of 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 (excluding Indebtedness
secured by Permitted Post-Release Liens), 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.


 




     37


     


    


 


Any Lien
created for the benefit of the Holders of Notes pursuant to the second paragraph of this Section 4.05 [Liens] shall provide
by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge
of the Lien that gave rise to the obligation to secure the Notes.


 





Section 4.06       
Restrictions on Sales and Leasebacks.







 


Following
the occurrence of a Release Event, the Company shall not enter into any sale and leaseback transaction involving any Principal
Property, the acquisition 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 4.05
[Liens] hereof in an amount equal to the Attributable Debt with respect to the sale and leaseback transaction without equally
and ratably securing the 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 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 the 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.


 





Section 4.07       
Repurchase of Notes Upon a Change of Control Triggering Event.


 


(a)       Upon
a Change of Control Triggering Event, each holder of each series of Notes shall have the right to require that the Company repurchase
such holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to, but not including, the date of repurchase.


 


(b)       Within
30 days following any Change of Control Triggering Event, the Company shall send a notice to each Holder of each series of Notes
with a copy to the Trustee stating:


 


(1)       that
a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to repurchase such
Holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to, but not including, the date of repurchase (the “Change
of Control Offer”),


 


(2)       the
circumstances and relevant facts regarding such Change of Control Triggering Event (including information with respect to pro
forma historical income, cash flow and capitalization after giving effect to such Change of Control Triggering Event),


 




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(3)       the
repurchase date (which shall be not earlier than 30 days or later than 60 days from the date such notice is sent) (the “Repurchase
Date”),


 


(4)       that
any Notes not tendered shall continue to accrue interest,


 


(5)       that
any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Repurchase Date,
unless the Company defaults in depositing the purchase amount,


 


(6)       that
Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the
form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the
address specified in the notice prior to the close of business on the Repurchase Date,


 


(7)       that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the
third Business Day (or such shorter periods as may be required by applicable law) preceding the Repurchase Date, a electronic
image scan, facsimile or written letter setting forth the name of the Holder, the principal amount of Notes the Holder delivered
for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased, and


 


(8)       that
Holders which elect to have their Notes purchased only in part will be issued new Notes in a principal amount equal to the


 


(9)       unpurchased
portion of the Notes surrendered.


 


(c)       On
the Repurchase Date, the Company shall (i) accept for payment Notes of each series or portions thereof tendered pursuant to the
Change of Control Offer; (ii) deposit with the Trustee money sufficient to pay the purchase price of all Notes of each series
or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee, Notes so accepted together with an
Officers’ Certificate identifying the Notes of each series or portions thereof tendered to the Company.


 


(d)       The
Trustee shall promptly deliver to the Holders of the Notes so accepted payment in an amount equal to the purchase price, and promptly
authenticate and deliver to such Holders a new Note in a principal amount equal to any unpurchased portion of the Notes surrendered
(or through book-entry transfer for Global Notes). The Company shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Repurchase Date. Neither the Trustee nor any Paying Agent shall be responsible for
monitoring the Company’s rating status, making any request upon any Rating Agency, or determining whether any Rating
Event based upon the rating of the Notes by any Rating Agency has occurred.


 


(e)       The
Company shall comply with all applicable tender offer rules, including without limitation Rule 14e-1 under the Exchange
Act, in connection with a Change of Control Offer.


 




     39


     


    

 





Section 4.08       
Additional Subsidiary Guarantees.





 


If,


 


(1)       the
Company or any of its Subsidiaries acquires or creates another Subsidiary after the date of this Indenture and such Subsidiary
Guarantees any obligations of the Company under the Credit Agreement, or


 


(2)       any
Subsidiary that does not Guarantee any obligations of the Company under the Credit Agreement as of the date of this Indenture
subsequently Guarantees any obligations of the Company under the Credit Agreement, or


 


(3)       if
there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, any Subsidiary of the Company (including
any newly acquired or created Subsidiary) Guarantees any obligations with respect to any Additional Indebtedness, then such newly
acquired or created Subsidiary or Subsidiary that subsequently Guarantees obligations under the Credit Agreement or Additional
Indebtedness, as the case may be, shall become a Guarantor of the Notes and execute a supplemental indenture in the form attached
hereto as Exhibit E and deliver an Opinion of Counsel satisfactory to the Trustee within 60 days of the date on which it was acquired
or created or guaranteed other Indebtedness for borrowed money of the Company, as the case may be.


 


ARTICLE
5


 


Successors


 





Section 5.01       
Merger, Consolidation or Sale of Assets.


 


The Company
shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)
to, any Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or
other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless (1) either (x) the Company shall
be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company
is merged or to which properties and assets of the Company shall be a solvent corporation organized and validly existing under
the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume, by a supplemental
indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture
and the Company shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or transfer
and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to
such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation
of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions
and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Event of Default
or default shall have occurred and be continuing; and (2) prior to a Release Event, to the extent any assets of the


 




     40


     


    

 


Person
which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger (if
other than the Company) are assets of the type which would constitute Collateral under the Shared Collateral Documents, the Person
formed by or surviving any such consolidation or merger (if other than the Company) will take such action as may be reasonably
necessary to cause such property and assets to be made subject to the Lien of the Shared Collateral Documents in the manner and
to the extent required in this Indenture or any of the Shared Collateral Documents and shall take all reasonably necessary action
so that such Lien is perfected to the extent required by the Shared Collateral Documents.


 





Section 5.02       
Successor Corporation Substituted.


 


Upon any
consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property
and assets of the Company in accordance with Section 5.01 [Merger, Consolidation or Sale of Assets] herein, the successor
Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or
other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named as the Company herein.


 


ARTICLE
6


 


Defaults
and Remedies


 





Section 6.01       
Events of Default.


 


An “Event
of Default” shall occur with respect to the Notes of a series if:


 


(1)       the
Company defaults in the payment of the Principal of any Note of such series when the same becomes due and payable at maturity,
upon acceleration, redemption or mandatory repurchase, or otherwise;


 


(2)       the
Company defaults in the payment of interest on any Note of such series when the same becomes due and payable, and such default
continues for a period of 30 days;


 


(3)       the
Company defaults in the performance of or breaches any other covenant or agreement of the Company in this Indenture with respect
to any Note of such series or in the Notes of such series and such default or breach continues for a period of 60 consecutive
days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate
principal amount of the Notes of all series affected thereby;


 


(4)       a
court having jurisdiction in the premises shall enter a decree or order for (i) relief in respect of the Company or any of its
Material Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of the
Company or any of its Material Subsidiaries or for all or substantially all of the property
and assets of the Company or any of its Material Subsidiaries or (iii) the winding up or liquidation of the affairs of the Company
or any of its Material Subsidiaries, and, in each case, such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;


 




     41


     


    

 


(5)       the
Company or any of its Material Subsidiaries (A) commences a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such
law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Company or any of its Material Subsidiaries or for all or substantially all of the property and assets
of the Company or any of its Material Subsidiaries or (C) effects any general assignment for the benefit of creditors;


 


(6)       an
event of default, as defined in any indenture or instrument evidencing or under which the Company has as of the date of this Indenture
or shall thereafter have outstanding any indebtedness, shall happen and be continuing and either (i) 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 (ii)
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 maturity 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 a Responsible Officer of 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 such series of Notes at the time outstanding; and provided, further,
that if such default shall be remedied or cured by the Company or waived by the requisite number of percentage of holders of such
indebtedness as provided in such indenture or instrument, then the Event of Default described under this Indenture shall be deemed
likewise to have been remedied, cured or waived without further action on the part of the Trustee, any Holder of Notes or any
other person.


 


(7)       other
than by reason of the satisfaction in full of all obligations under this Indenture and discharge of this Indenture with respect
to the Notes of such series or the release of such Collateral with respect to the Notes of such series in accordance with the
terms of this Indenture and the Shared Collateral Documents,


 


(A)       any
security interest with respect to Collateral having a fair market value in excess of 5% of Total Assets, individually or in the
aggregate, shall, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable
and any such default continues for 30 days after notice of such default shall have been given to the Company by the Trustee or
the holders of at least 25% in aggregate principal amount of the Notes of such series that are outstanding, except to the extent
that any such default results from the failure of the Collateral Trustee to maintain possession of certificates, promissory notes
or other instruments actually delivered to it representing securities pledged under the Shared Collateral Documents; or


 




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(B)       the
Company, AES BVI II or any Guarantor of the Notes of such series shall assert, in any pleading in any court of competent jurisdiction,
that any Subsidiary Guarantee or any security interest under any Shared Collateral Document is invalid or unenforceable.


 





Section 6.02       
Acceleration.


  


(a)       If
an Event of Default (other than as described in clauses (4) or (5) of Section 6.01 [Events of Default] with respect to
the Company) with respect to the Notes of any series then outstanding occurs and is continuing, then, and in each and every such
case, except for any series of Notes the principal of which shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes of any such affected series then outstanding hereunder
(each such series treated as a separate class) by notice in writing to the Company (and to the Trustee if given by Holders of
the Notes), may, and the Trustee at the request of such Holders shall, declare the entire Principal of all Notes of such affected
series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable.


 


(b)       Subject
to the terms of the Shared Collateral Documents, if an Event of Default described in clause (4) or (5) of Section 6.01 [Events
of Default] occurs and is continuing with respect to the Company, then the Principal of all the Notes then outstanding and
interest accrued thereon, if any, shall ipso facto be and become immediately due and payable, without any declaration or other
action by any Holder or the Trustee.


 


The foregoing
provisions, however, are subject to the condition that if, at any time after the principal of the Notes of any series (or of all
the Notes, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all the Notes of each such series (or of all the Notes,
as the case may be) and the principal of any and all Notes of each such series (or of all the Notes, as the case may be) which
shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest specified
in the Notes of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts
owing the Trustee under Section 7.01 [General], and if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Notes which shall have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then
outstanding Notes of all such series that have been accelerated (voting as a single class), by written notice to the Company and
to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Notes, as the case may be)
and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent thereon.


 





Section 6.03       
Other Remedies.


 






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If a payment
default or an Event of Default with respect to the Notes of any series occurs and is continuing, the Trustee may pursue, in its
own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal
of and interest on the Notes of such series or to enforce the performance of any provision of the Notes of such series or this
Indenture.


 


The Trustee
may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.


 





Section 6.04       
Waiver of Past Defaults.



 


Subject to
Sections 6.02 [Acceleration], 6.07 [Rights of Holders of Notes to Receive Payment] and 9.02 [With Consent of
Holders of Notes], the Holders of at least a majority in principal amount of the outstanding Notes of all series affected
(voting as a single class), by written notice to the Trustee, may waive an existing default or Event of Default with respect to
the Notes of such series and its consequences, except a default in the payment of Principal of or interest on any Note as specified
in clauses (1) or (2) of Section 6.01 [Events of Default] or in respect of a covenant or provision of this Indenture which
cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Upon any such waiver, such
default shall cease to exist, and any Event of Default with respect to the Notes of such series arising therefrom shall be deemed
to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default
Event of Default or impair any right consequent thereto.


 





Section 6.05       
Control by Majority.


 



Subject to
the terms of the Shared Collateral Documents and Sections 7.01 [General] and 7.02(e) [Certain Rights of Trustee],
the Holders of at least a majority in aggregate principal amount of the outstanding Notes of the series affected (voting as a
single class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Notes of such series by this Indenture; provided, that the
Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal
liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of such series not joining
in the giving of such direction; and provided further, that the Trustee may take any other action it deems proper that is
not inconsistent with any directions received from Holders of such series of Notes pursuant to this Section 6.05 [Control by
Majority].


 





Section 6.06       
Limitation on Suits.


 



No Holder
of any Note of any series may institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes of
such series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(1)       such
Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes of such series;


 




     44


     


    

 


(2)       the
Holders of at least 25% in aggregate principal amount of outstanding Notes of such series shall have made written request to the
Trustee to pursue the remedy;


 


(3)       such
Holder or Holders have offered and, if requested, provided to the Trustee indemnity reasonably satisfactory to the Trustee against
any costs, liabilities or expenses to be incurred in compliance with such request;


 


(4)       the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(5)       during
such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes of such series have not given
the Trustee a direction that is inconsistent with such written request.


 


A Holder
may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder,
it being understood that the Trustee shall not have an affirmative duty to ascertain whether such action or inaction is prejudicial
to Holders.


 





Section 6.07       
Rights of Holders of Notes to Receive Payment.


 



Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to receive payment of Principal of or interest, if any,
on such Holder’s Note on or after the respective due dates expressed on such Note, or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 

Section 6.08       
Collection Suit by Trustee.


 


If an Event
of Default with respect to the Notes of any series in payment of Principal or interest specified in clause (1) or (2) of Section
6.01 [Events of Default] occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of Principal of, and accrued interest remaining unpaid on, together with
interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest on overdue installments
of interest on, the Notes of such series, in each case at the rate specified in such Notes, and such further amount as shall be
sufficient to cover all amounts owing the Trustee under Section 7.06 [Compensation and Indemnity].


 





Section 6.09       
Trustee May File Proofs of Claims.


 



The Trustee
may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for amounts due the Trustee under Section 7.06 [Compensation and Indemnity]) and the Holders
allowed in any judicial proceedings relative to the Company (or any other obligor on the Notes), its creditors or its property
and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable upon
conversion or exchange of the Notes or upon any such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby


 




     45


     


    

 


authorized
by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it under Section 7.06 [Compensation and Indemnity]. Nothing
herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder,
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 





Section 6.10       
Priorities.



 


Any moneys
collected by the Trustee pursuant to this Article in respect of the Notes of any series shall be applied in the following order
at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest,
upon presentation of the several Notes and coupons appertaining to such Notes in respect of which moneys have been collected and
noting thereon the payment, or issuing Notes of such series and tenor in reduced principal amounts in exchange for the presented
Notes of such series and tenor if only partially paid, or upon surrender thereof if fully paid:


 


FIRST: To
the payment of all amounts due the Trustee under Section 7.06 [Compensation and Indemnity] applicable to the Notes of such
series in respect of which moneys have been collected;


 


SECOND: In
case the principal of the Notes of such series in respect of which moneys have been collected shall not have become and be then
due and payable, to the payment of interest on the Notes of such series in default in the order of the maturity of the installments
of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments
of interest at the same rate as the rate of interest specified in such Notes, such payments to be made ratably to the persons
entitled thereto, without discrimination or preference;


 


THIRD: In
case the principal of the Notes of such series in respect of which moneys have been collected shall have become and shall be then
due and payable, to the payment of the whole amount then owing and unpaid upon all the Notes of such series for Principal and
interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the same rate as the rate of interest specified in the Notes of such series; and in case
such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes of such series, then to the
payment of such Principal and interest, without preference or priority of Principal over interest, or of interest over Principal,
or of any installment of interest over any other installment of interest, or of any Note of such series over any other Note of
such series, ratably to the aggregate of such Principal and accrued and unpaid interest; and


 


FOURTH: To
the payment of the remainder, if any, to the Company or any other person lawfully entitled thereto determined by a court of competent
jurisdiction in a final non-appealable judgment.


 





Section 6.11       
Restoration of Rights and Remedies.



 




     46


     


    

 


If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case,
subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored to their former positions
hereunder and thereafter all rights and remedies of the Company, Trustee and the Holders shall continue as though no such proceeding
had been instituted.


 





Section 6.12       
Undertaking for Costs.


 




In any suit
for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as Trustee, in either case in respect to the Notes of any series, a court may require any party litigant in such suit (other
than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.12 [Undertaking for Costs] does not apply to
a suit by a Holder pursuant to Section 6.07 [Rights of Holders to Receive Payment] or a suit by Holders of more than 10%
in principal amount of the outstanding Notes of such series.


 





Section 6.13       
Rights and Remedies Cumulative.


 


Except as
otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes in Section
2.08 [Replacement Notes], no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 





Section 6.14       
Delay or Omission Not Waiver.



 


No delay
or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given
by this Article 6 [DEFAULTS AND REMEDIES] or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


ARTICLE
7


 


Trustee


 





Section 7.01       
General.



 


The duties
and responsibilities of the Trustee shall be as set forth herein. Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Article 7.


 




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Section 7.02       
Certain Rights of Trustee.


 




(a)       the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’
Certificate, Opinion of Counsel (or both), statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been
signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;


 


(b)       before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which
shall conform to Section 13.03 [Statements Required in Certificate or Opinion]. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Sections 7.01 [General]
and 7.02 [Certain Rights of Trustee], whenever in the administration of the trusts of this Indenture the Trustee shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith
thereof;


 


(c)       the
Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct or
negligence of any agent or attorney appointed with due care;


 


(d)       any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be
evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


(e)       the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;


 


(f)       the
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers or for any action it takes or
omits to take in accordance with the direction of the Holders in accordance with Section 6.05 [Control by Majority] relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture;


 




     48


     


    

 





 


(g)       the
Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon;


 


(h)       prior
to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’
Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders
of not less than a majority in aggregate principal amount of the Notes of all series affected then outstanding; provided
that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded
to it by the terms of this Indenture, the Trustee may require reasonable indemnity satisfactory to it against such expenses or
liabilities as a condition to proceeding; and


 


(i)       the
Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder
by reason of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present
or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster,
public health emergency, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire
or communication facility).


 





Section 7.03       
Individual Rights of Trustee.



 


The Trustee,
in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights.


 





Section 7.04       
Trustee’s Disclaimer.


 







The recitals
contained herein and in the Notes (except the Trustee’s certificate of authentication) shall be taken as statements of the
Company and not of the Trustee and the Trustee assumes no responsibility for the correctness of the same. Neither the Trustee
nor any of its agents (i) makes any representation as to the validity or adequacy of this Indenture or the Notes and (ii) shall
be accountable for the Company’s use or application of the proceeds from the Notes.


 





Section 7.05       
Notice of Default.


 




     49


     


    

 


If any default
with respect to the Notes of any series occurs and is continuing and if such default is known to the actual knowledge of a Responsible
Officer of the Trustee, the Trustee shall give to each Holder of Notes of such series notice of such default within 90 days after
it occurs, unless such default shall have been cured or waived before the mailing or publication of such notice; provided,
however, that, except in the case of a default in the payment of the Principal of or interest on any Note, the Trustee shall be
protected in withholding such notice if the Trustee in good faith determines that the withholding of such notice is in the interests
of the Holders.


 





Section 7.06       
Compensation and Indemnity.


 



The Company
shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time for its services. The compensation
of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee. Such
expenses shall include the reasonable compensation and expenses of the Trustee’s agents, counsel and other persons not regularly
in its employ.


 


The Company
shall indemnify the Trustee for, and hold it harmless against, any loss or liability or expense incurred by it without negligence
or bad faith on its part arising out of or in connection with the acceptance or administration of this Indenture and the Notes
or the issuance of the Notes or of series thereof or the trusts hereunder and the performance of duties under this Indenture and
the Notes, including the costs and expenses of enforcing this Section 7.06 [Compensation and Indemnity], defending itself
against or investigating any claim or liability and of complying with any process served upon it or any of its officers in connection
with the exercise or performance of any of its powers or duties under this Indenture and the Notes.


 


To secure
the Company’s payment obligations in this Section 7.06 [Compensation and Indemnity], the Trustee shall have a lien
prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay Principal of, and interest on particular Notes.


 


The obligations
of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture or the rejection, termination of this Indenture under bankruptcy
law and the removal or resignation of the Trustee. Such additional indebtedness shall be a senior claim to that of the Notes upon
all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of
particular Notes or coupons, and the Notes are hereby subordinated to such senior claim. If the Trustee renders services and incurs
expenses following an Event of Default under Section 6.01(4) [Events of Default] or Section 6.01(5) [Events of Default]
hereof, the parties hereto and the holders by their acceptance of the Notes hereby agree that such expenses are intended to
constitute expenses of administration under any bankruptcy law.


 





Section 7.07       
Replacement of Trustee.


 





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A resignation
or removal of the Trustee as Trustee with respect to the Notes of any series and appointment of a successor Trustee as Trustee
with respect to the Notes of any series shall become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section 7.07 [Replacement of Trustee].


 


The Trustee
may resign as Trustee with respect to the Notes of any series at any time by so notifying the Company in writing. The Holders
of a majority in principal amount of the outstanding Notes of any series may remove the Trustee as Trustee with respect to the
Notes of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the
consent of the Company. The Company may remove the Trustee as Trustee with respect to the Notes of any series if: (i) the Trustee
is no longer eligible under Section 7.09 [Eligibility] herein; (ii) the Trustee is adjudged a bankrupt or insolvent;
(iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable
of acting.


 


If the Trustee
resigns or is removed as Trustee with respect to the Notes of any series, or if a vacancy exists in the Corporate Trust Office
of Trustee with respect to the Notes of any series for any reason, the Company shall promptly appoint a successor Trustee with
respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the
outstanding Notes of such series may appoint a successor Trustee in respect of such Notes to replace the successor Trustee appointed
by the Company. If the successor Trustee with respect to the Notes of any series does not deliver its written acceptance required
by the next succeeding paragraph of this Section 7.07 [Replacement of Trustee] within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes
of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.


 


A successor
Trustee with respect to the Notes of any series shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.06
[Compensation and Indemnity], (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of
the Notes of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Notes
of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee
in respect of the Notes of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder
of Notes of such series.


 


Upon request
of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph.


 


The Company
shall give notice of any resignation and any removal of the Trustee with respect to the Notes of any series and each appointment
of a successor Trustee in respect of the Notes of such series to all Holders of Notes of such series. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office.


 




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Notwithstanding
replacement of the Trustee with respect to the Notes of any series pursuant to this Section 7.07 [Replacement of Trustee],
the Company’s obligations under Section 7.06 [Compensation and Indemnity] shall continue for the benefit of the retiring
Trustee.


 





Section 7.08       
Successor Trustee by Merger, Etc.


 





If the Trustee
consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or transferee corporation or national banking association
without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the
Trustee herein.


 





Section 7.09       
Eligibility.


 




The Trustee
shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.


 





Section 7.10       
Money Held in Trust.



 


The Trustee
shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money
held in trust under Article 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] of this Indenture.


 


ARTICLE
8


 


Legal
Defeasance and Covenant Defeasance


 





Section 8.01       
Option to Effect Legal Defeasance or Covenant Defeasance.



 


The Company
may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate,
elect to have either Section 8.02 [Legal Defeasance and Discharge] or 8.03 [Covenant Defeasance] hereof be applied
to all outstanding Notes of a series upon compliance with the conditions set forth below in this Article 8 [LEGAL DEFEASANCE
AND COVENANT DEFEASANCE].


 





Section 8.02       
Legal Defeasance and Discharge.




 


Upon the
Company’s exercise under Section 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance] hereof of the option
applicable to this Section 8.02 [Legal Defeasance and Discharge], the Company and each of the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 [Conditions to Legal or Covenant Defeasance] hereof, be
deemed to have been discharged from their obligations with respect to all outstanding Notes of a series (including the Subsidiary
Guarantees) on the date the conditions set forth in Section 8.04 [Conditions to Legal or Covenant Defeasance] hereof are
satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire


 




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Indebtedness
represented by the outstanding Notes of such series (including the Subsidiary Guarantees), which will thereafter be deemed to
be “outstanding” only for the purposes of Section 8.05 [Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions] hereof and the other Sections of this Indenture referred to in clauses (1) and (2)
below, and to have satisfied all their other obligations under such Notes of such series , the Subsidiary Guarantees and this
Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:


 


(1)       the
rights of Holders of outstanding Notes of such series to receive payments in respect of the principal of, premium, if any, or
interest on such Notes of such series when such payments are due from the trust referred to in Section 8.04 [Conditions to
Legal or Covenant Defeasance] hereof;


 


(2)       the
Company’s obligations with respect to such Notes of such series under Article 2 [THE NOTES] and Section 4.02 [Maintenance
of Office or Agency] hereof;


 


(3)       the
rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder, and the Company’s and the Guarantors’
obligations in connection therewith; and


 


(4)       this
Article 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE].


 


Subject to
compliance with this Article 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE], the Company may exercise its option under this
Section 8.02 [Legal Defeasance and Discharge] notwithstanding the prior exercise of its option under Section 8.03 [Covenant
Defeasance] hereof.


 





Section 8.03       
Covenant Defeasance.


 



Upon the
Company’s exercise under Section 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance] hereof of the option
applicable to this Section 8.03 [Covenant Defeasance], the Company and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 [Conditions to Legal or Covenant Defeasance] hereof, be released from each
of their obligations under Sections 4.05 [Liens], 4.06 [Restrictions on Sales and Leasebacks], 4.07 [Repurchase
of Notes Upon a Change of Control Triggering Event] and 4.08 [Additional Subsidiary Guarantees] hereof with respect
to the outstanding Notes of a series on and after the date the conditions set forth in Section 8.04 [Conditions to Legal or
Covenant Defeasance] hereof are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes of such series will thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Notes of such series will not be deemed outstanding for accounting purposes). For this purpose, Covenant


 




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Defeasance
means that, with respect to the outstanding Notes of a series and Subsidiary Guarantees, the Company and the Guarantors may omit
to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such omission to comply will not constitute an Event
of Default under Section 6.01 [Events of Default] hereof, but, except as specified above, the remainder of this Indenture
and such Notes of such series and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise
under Section 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance] hereof of the option applicable to this Section
8.03 [Covenant Defeasance], subject to the satisfaction of the conditions set forth in Section 8.04 [Conditions to Legal
or Covenant Defeasance] hereof, Sections 6.01(3) [Events of Default], (6) and (7) hereof shall not constitute Events
of Default.


 





Section 8.04       
Conditions to Legal or Covenant Defeasance.



 


In order
to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 [Legal Defeasance and Discharge] or
8.03 [Covenant Defeasance] hereof:


 


(1)       the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, and interest
on, the outstanding Notes of a series on the stated date for payment thereof or on the applicable redemption date, as the case
may be, and the Company must specify whether the Notes of such series are being defeased to such stated date for payment or to
a particular redemption date;


 


(2)       in
the case of an election under Section 8.02 [Legal Defeasance and Discharge] hereof, the Company must deliver to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming that:


 


(A)       the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(B)       since
the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not
occurred;


 


(3)       in
the case of an election under Section 8.03 [Covenant Defeasance] hereof, the Company must deliver to the Trustee an Opinion
of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of a series will not recognize
income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had
not occurred;


 




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(4)       no
Event of Default shall have occurred and is continuing on the date of such deposit (other than an Event of Default resulting from
the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and
the granting of Liens to secure such borrowings);


 


(5)       such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged
or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound;


 


(6)       the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Notes of a series over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and


 


(7)       the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 





Section 8.05       
Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.


 



Subject to
Section 8.06 [Repayment to Company] hereof, all money and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05 [Deposited Money and
Government Securities to be Held in Trust; Other Miscellaneous Provisions], the “Trustee”)
pursuant to Section 8.04 [Conditions to Legal or Covenant Defeasance] hereof in respect of the outstanding Notes of a series
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes of such series and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of such series of all sums due and to become due thereon in respect of principal, premium,
if any, and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 [Conditions to Legal or Covenant Defeasance] hereof or the principal
and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Notes of such series.


 


Notwithstanding
anything in this Article 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] to the contrary, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 [Conditions to Legal or Covenant Defeasance] hereof which, in


 




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the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the opinion delivered under Section 8.04(1) [Conditions to Legal or Covenant Defeasance] hereof),
are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.


 





Section 8.06       
Repayment to Company.


 





Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Note shall thereafter be permitted to look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid
to the Company.


 





Section 8.07       
Reinstatement.


 



If the Trustee
or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 [Legal
Defeasance and Discharge] or 8.03 [Covenant Defeasance] hereof, as the case may be, by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s
and the Guarantors’ obligations under this Indenture and the Notes and the Subsidiary Guarantees shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 [Legal Defeasance and Discharge] or 8.03 [Covenant Defeasance]
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02
[Legal Defeasance and Discharge] or 8.03 [Covenant Defeasance] hereof, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.


 


ARTICLE
9


 


Amendment,
Supplement and Waiver


 





Section 9.01       
Without Consent of Holders of Notes.


 



The Company,
the Guarantors (as applicable) and the Trustee may amend or supplement this Indenture or the Notes of any series without notice
to or the consent of any Holder:


 


(1)       to
cure ambiguities, defects, or inconsistencies in this Indenture;


 




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(2)       to
provide for uncertificated and to make all appropriate changes for such purpose;


 


(3)       to
comply with Article 5 [SUCCESSORS];


 


(4)       to
make any change that would provide any additional rights or benefits to the Holders of the Notes of such series or that does not
materially adversely affect the legal rights under this Indenture of any such Holder;


 


(5)       to
conform the text of this Indenture or the Notes of such series to any provision of the “Description of the Notes”
section of the Company’s Offering Memorandum dated May 15, 2020, relating to the initial offering of the Notes of such series;


 


(6)       to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements
hereof;


 


(7)       to
provide for the issuance of Additional Notes and other Notes in accordance with the limitations set forth in this Indenture as
of the date hereof;


 


(8)       to
allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes of such series;


 


(9)       to
add Collateral with respect to any or all of the Notes;


 


(10)       in
the case of any Shared Collateral Document, to include therein any legend required to be set forth therein pursuant to the Collateral
Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement;


 


(11)       to
release Collateral from the Lien securing the Notes when permitted or required by the Shared Collateral Documents or the Indenture;


 


(12)       to
enter into any intercreditor agreement having substantially similar terms with respect to the holders as those set forth in the
Collateral Trust Agreement, or any joinder thereto; or


 


(13)       with
respect to the Shared Collateral Documents or the Collateral Trust Agreement, as provided in the Collateral Trust Agreement (including
to add or replace Other Debt Holders).


 





Section 9.02       
With Consent of Holders of Notes.






 


Subject to
Sections 6.04 [Waiver of Past Defaults] and 6.07 [Rights of Holders to Receive Payment], without prior notice to
any Holders, the Company, the Guarantors (as applicable) and the Trustee may amend this Indenture and the Notes of any series
with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of
all series affected by such amendment (all such series voting as a separate class), and the Holders of a majority in principal
amount of the outstanding Notes of all series affected thereby (all such series voting as a separate class) by written notice
to the Trustee may waive future
compliance by the Company with any provision of this Indenture or the Notes of such series.


 




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Notwithstanding
the provisions of this Section 9.02 [With Consent of Holders of Notes], without the consent of each Holder affected thereby,
an amendment or waiver, including a waiver pursuant to Section 6.04 [Waiver of Past Defaults], may not:


 


(1)       change
the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s
Note;


 


(2)       reduce
the Principal amount thereof or the rate of interest thereon;


 


(3)       reduce
the above stated percentage of outstanding Notes the consent of whose holders is necessary to modify or amend this Indenture with
respect to the Notes of the relevant series; and


 


(4)       reduce
the percentage or aggregate principal amount of outstanding Notes of the relevant series the consent of whose Holders is required
for any supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain defaults and
their consequences provided for in this Indenture.


 


A supplemental
indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Notes, or which modifies the rights of Holders of Notes of such series with
respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of
any other series or of the coupons appertaining to such Notes.


 


It shall
not be necessary for the consent of any Holder under this Section 9.02 [With Consent of Holders of Notes] to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance
thereof.


 


After an
amendment, supplement or waiver under this Section 9.02 [With Consent of Holders of Notes] becomes effective, the Company
shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company shall
mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Notwithstanding
the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes of a series then
outstanding, no amendment or waiver may (A) make any change in any Shared Collateral Documents, the Collateral Trust Agreement
or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect
of releasing the Liens on all or substantially all of the Collateral which secure the obligations in respect of the Notes of such
series or (B) change or alter the priority of the Liens securing the obligations in respect of the Notes of such series in any
material portion of the Collateral in any way adverse to the Holders of the Notes of such series in any material respect, other
than, in each case, as provided under the terms of the Shared Collateral Documents or the Collateral Trust Agreement.


 




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Section 9.03       
Revocation and Effect of Consents.


 




Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or
portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date
the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective with respect
to any Notes affected thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Notes affected
thereby.


 


The Company
may, but shall not be obligated to, fix a record date (which may be not less than five nor more than 60 days prior to the solicitation
of consents) for the purpose of determining the Holders of the Notes of any series affected entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph, those Persons who
were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be such
Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.


 


After an
amendment, supplement or waiver becomes effective with respect to the Notes of any series affected thereby, it shall bind every
Holder of such Notes unless it is of the type described in any of clauses (1) through (4) of Section 9.02 [With Consent of
Holders of Notes]. In case of an amendment or waiver of the type described in clauses (1) through (4) of Section 9.02 [With
Consent of Holders of Notes], the amendment or waiver shall bind each such Holder who has consented to it and every subsequent
Holder of a Note that evidences the same indebtedness as the Note of the consenting Holder.


 





Section 9.04       
Notation on or Exchange of Notes.



 


If an amendment,
supplement or waiver changes the terms of any Note, the Trustee may require the Holder thereof to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder and the Trustee may
place an appropriate notation on any Note of such series thereafter authenticated. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note of the same series
and tenor that reflects the changed terms.


 





Section 9.05       
Trustee to Sign Amendments, etc.


 


The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article 9 [AMENDMENT, SUPPLEMENT AND WAIVER] is authorized
or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are required and stating
that such supplemental indenture constitutes the


 




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legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to customary
exceptions. Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not
adversely affect the rights of the Trustee. The Trustee may, but shall not be obligated to, execute any such amendment, supplement
or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


ARTICLE
10


 


Subsidiary
Guarantees


 





Section 10.01       
Guarantee.


 



(a)       Subject
to this Article 10 [SUBSIDIARY GUARANTEES], if and to the extent any Subsidiary subsequently Guarantees obligations under
the Credit Agreement or Additional Indebtedness, as the case may be, the Company will cause such Subsidiary to become a Guarantor
of the Notes and execute a supplemental indenture in the form attached hereto as Exhibit E. Each of the Guarantors shall, jointly
and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations
of the Company hereunder or thereunder, that:


 


(1)       the
principal of, premium, if any, and interest on, the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on, the Notes, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and


 


(2)       in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.


 


Failing payment
when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and
severally obligated to pay the same immediately. Each Guarantor shall agree that this is a guarantee of payment and not a guarantee
of collection.


 


(b)       The
Guarantors shall agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance
of the obligations contained in the Notes and this Indenture.


 




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(c)       If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to
the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force
and effect.


 


(d)       Each
Guarantor shall agree that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor shall further agree that, as between
the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 [DEFAULTS AND REMEDIES] hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 [DEFAULTS AND
REMEDIES] hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.


 





Section 10.02       
Limitation on Guarantor Liability.



 


Each Guarantor
shall confirm, and by its acceptance of Notes, each Holder hereby confirms, that it is the intention of all such parties that
the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of bankruptcy law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable
to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably
agree that the obligations of such Guarantor shall be limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect
to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect
of the obligations of such other Guarantor under this Article 10 [SUBSIDIARY GUARANTEES], result in the obligations of
such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.


 





Section 10.03       
Execution and Delivery of Subsidiary Guarantee.


 



Each Guarantor
shall agree that its Subsidiary Guarantee set forth in Section 10.01 [Guarantee] hereof shall remain in full force and
effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.


 




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If an Officer
whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.


 


The delivery
of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
set forth in this Indenture on behalf of the Guarantors.


 





Section 10.04       
Guarantors May Consolidate, etc., on Certain Terms.


 




Except as
otherwise provided in Section 10.05 [Releases] hereof, no Guarantor may sell or otherwise dispose of all or substantially
all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another
Person, other than the Company or another Guarantor, unless:


 


(1)       immediately
after giving effect to such transaction, no Event of Default exists; and


 


(2)       subject
to Section 10.05 [Releases] hereof, the Person acquiring the property in any such sale or disposition or the Person formed
by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Subsidiary
Guarantee and this Indenture on the terms set forth herein pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee;


 


In case of
any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes
and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein
as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed
upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee.
All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary
Guarantees had been issued at the date of the execution hereof.


 


Except as
set forth in Articles 4 [COVENANTS] and 5 [SUCCESSORS] hereof, and notwithstanding clause (2) above, nothing contained
in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.


 





 


Section 10.05       
Releases.


 




(a)       The
Subsidiary Guarantee of a Guarantor of a series of Notes shall be released automatically:


 




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(1)       in
connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary
of the Company;


 


(2)       in
connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after
giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that
Guarantor is not a direct or indirect Subsidiary of the Company;


 


(3)       upon
defeasance or satisfaction and discharge of such series of Notes as provided in Sections 8.01 [Option to Effect Legal Defeasance
or Covenant Defeasance], 8.02 [Legal Defeasance and Discharge], 8.03 [Covenant Defeasance], 8.04 [Conditions
to Legal or Covenant Defeasance] and 11.01 [Satisfaction and Discharge] hereof;


 


(4)       upon
the dissolution of a Guarantor that is permitted under this Indenture; or


 


(5)       otherwise
with respect to the Guarantee of any Guarantor:


 


(A)       upon
the prior consent of Holders of at least a majority in aggregate principal amount of the applicable series of Notes then outstanding;
or


 


(B)       if
the Company has Indebtedness outstanding under the Credit Agreement, upon the release of such Guarantor’s Guarantee of all
obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit
Agreement at that time, upon the release of such Guarantor’s Guarantee of all obligations with respect to all other Indebtedness
of the Company at that time outstanding.


 


(b)       The
Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant
Defeasance or satisfaction and discharge of this Indenture pursuant to Articles 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE]
and 11 [SATISFACTION AND DISCHARGE] hereof.


 


(c)       Upon
delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the action
or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this
Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Guarantee.


 


(d)       Any
Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 [Releases]
shall remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article 10 [SUBSIDIARY GUARANTEES].


 




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ARTICLE
11


 


Satisfaction
and Discharge


 





Section 11.01       
Satisfaction and Discharge.


 



This Indenture
shall be discharged and will cease to be of further effect as to all Notes of a series issued hereunder, when:


 


(1)       either:


 


(A)       all
Notes of such series that have been authenticated, except lost, stolen or destroyed Notes of such series that have been replaced
or paid and Notes of such series for whose payment money has been deposited in trust and thereafter repaid to the Company, have
been delivered to the Trustee for such Notes of such series for cancellation; or


 


(B)       all
Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the
distribution of a notice of redemption or otherwise or shall become due and payable within one year and the Company or any Guarantor
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government
Securities, in such amounts as will, in the opinion of a nationally recognized firm of independent public accountants delivered
in writing to the Trustee if Government Securities are deposited, be sufficient, without consideration of any reinvestment of
interest, to pay and discharge the entire Indebtedness on the Notes of such series not delivered to the Trustee for cancellation
for principal, premium, if any, and interest to the date of maturity or redemption;


 


(2)       in
respect of subclause (B) of clause (1) of this Section 11.01 [Satisfaction and Discharge], no Event of Default has occurred
and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied
to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument
to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;


 


(3)       the
Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and


 


(4)       the
Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes of such series at maturity or on the redemption date, as the case may be.


 


In addition,
the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section 11.01


 




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[Satisfaction
and Discharge], the provisions of Sections 11.02 [Application of Trust Money] and 8.06 [Repayment to Company]
hereof will survive. In addition, nothing in this Section 11.01 [Satisfaction and Discharge] will be deemed to discharge
those provisions of Section 7.06 [Compensation and Indemnity] herein, that, by their terms, survive the satisfaction and
discharge of this Indenture.


 





Section 11.02       
Application of Trust Money.


 



Subject to
the provisions of Section 8.06 [Repayment to Company] hereof, all money deposited with the Trustee pursuant to Section
11.01 [Satisfaction and Discharge] hereof shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest
for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


If the Trustee
or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 [Satisfaction and Discharge]
hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 [Satisfaction and
Discharge] hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest
on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.


 


ARTICLE
12


 


Collateral
and Security


 





Section 12.01       
Shared Collateral Documents.



 


The due and
punctual payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other
obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder
or thereunder, are secured as provided in the Shared Collateral Documents. Each Holder of Notes, by its acceptance thereof, consents
and agrees to the terms of the Shared Collateral Documents (including, without limitation, the provisions providing for foreclosure,
subordination of Liens and release of Collateral) as the same may be in effect or may be amended from time to time in accordance
with its terms and authorizes and directs the Collateral Trustee to perform its obligations and exercise its rights under the
Shared Collateral Documents. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Trustee
pursuant to the Shared


 




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Collateral
Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the
provisions of the Shared Collateral Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest
in the Collateral contemplated hereby, by the Shared Collateral Documents or any part thereof, as from time to time constituted,
so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to
the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take any and all actions
reasonably required to cause the Shared Collateral Documents to create and maintain, as security for the Secured Obligations of
the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, granted in favor of
the Collateral Trustee for the benefit of the Secured Holders, as Secured Parties, superior to and prior to the rights of all
third Persons and subject to no other Liens than Permitted Liens; provided that, to the extent that any Shared Collateral
Document expressly states that any actions necessary to perfect such security interests are not required to be taken, no such
actions will be necessary.


 


Section 12.02   Release
of Collateral.


 


(a)       Subject
to subsection (b) of this Section 12.02 [Release of Collateral], Collateral may be released from the Lien and
security interest securing the Notes of a series created by the Shared Collateral Documents at any time or from time to time in
accordance with the provisions of the Shared Collateral Documents, and as provided hereby.


 


(b)       The
release of any Collateral from the terms of this Indenture and the Shared Collateral Documents will not be deemed to impair the
security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant
to the terms of this Indenture and the Shared Collateral Documents.


 


(c)       Collateral
will be released from the Lien and security interest securing the Notes of a series created by the Shared Collateral Documents
upon the occurrence of an Investment Grade Event and delivery to the Trustee and Collateral Trustee of an Officers’ Certificate
certifying such occurrence.


 


The Trustee
may, to the extent permitted by Sections 7.01 [General] and 7.02 [Certain Rights of Trustee] hereof, accept
as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in any documents received
by it pursuant to Article 7 [TRUSTEE].


 





Section 12.03       
Certificates of the Trustee.



 


In the event
that the Company wishes to release Collateral from the Lien and security interest securing the Notes of a series in accordance
with the Shared Collateral Documents, it must deliver the certificates and documents required by the Shared Collateral Documents
to the Trustee and/or the Collateral Trustee, as applicable.


 


Each Holder
of Notes, by its acceptance thereof, consents and agrees that the Lien on certain Collateral held by the Collateral Trustee for
its benefit may be released without the consent of the Trustee pursuant to the terms of Article 8 of the Collateral Trust Agreement.
Notwithstanding the foregoing or anything contained in the Collateral Trust Agreement to the


 




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contrary,
in no event shall the Trustee, in its capacity as a Representative under the Collateral Trust Agreement, be required to perform
any independent investigation, diligence or analysis with respect to the confirmations, statements or requests set forth in Section
8.02 of the Collateral Trust Agreement in connection with any release of Collateral. By their acceptance of the Notes issued hereunder
or under any related Indenture, each Holder hereby confirms that the Trustee shall (i) be entitled to conclusively rely upon the
certificate of an Authorized Officer of each Grantor delivered to it in accordance with Section 8.02 of the Collateral Trust Agreement
in delivering any confirmation, statement or request in connection with Section 8.02 of the Collateral Trust Agreement and (ii)
incur no liability in connection with the delivery of any confirmation, statement or request in connection with Section 8.02 of
the Collateral Trust Agreement.


 





Section 12.04       
Authorization of Actions to Be Taken by the Trustee Under the Shared Collateral Documents.


 





Subject to
the provisions of Sections 6.05 [Control by Majority], 7.01 [General] and 7.02 [Certain Rights of Trustee]
hereof, the Trustee may, at the direction of Holders of a majority in principal amount of the then outstanding Notes of any
series, direct, on behalf of the Holders of Notes of such series, the Collateral Trustee to, take all actions necessary or appropriate
in order to:


 


(1)       enforce
any of the terms of the Shared Collateral Documents;


 


(2)       collect
and receive any and all amounts payable in respect of the Secured Obligations of the Company hereunder;


 


(3)       release
any Collateral from the Lien and security interest securing the Notes of a series created by the Shared Collateral Documents,
or subordinate such Lien and security interest, to the extent expressly permitted under this Indenture.


 


The Trustee
shall have the power to institute and maintain such suits and proceedings as Holders of a majority in principal amount of the
then outstanding Notes of such series deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful
or in violation of the Shared Collateral Documents or this Indenture, and such suits and proceedings as the Holders of a majority
in principal amount of the then outstanding Notes of such series deem expedient to preserve or protect the interests of the Trustee
and the interests of the Holders of Notes of such series in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that
may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair
the security interest hereunder or be prejudicial to the interests of the Holders of Notes of such series or of the Trustee).


 


By its acceptance
of a Note, each of the Holders hereby authorizes and directs the Trustee to execute and deliver any notice required under any
Shared Collateral Document, on behalf of such Holders, in form and substance as contemplated by Section 22 of the Security Agreement,
Section 15 of the BVI Security Agreement, the definition of “Other Debt Agreement” in the


 




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Collateral
Trust Agreement or any other similar or replacement provisions and as may otherwise be required to create, maintain, or perfect
a valid security interest in the Collateral on behalf of the Holders.


 





Section 12.05       
Authorization of Receipt of Funds by the Trustee Under the Shared Collateral Documents.


 



The Trustee
is authorized to receive any funds for the benefit of the Holders of Notes of such series distributed under the Shared Collateral
Documents, and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture.


 





Section 12.06       
Termination of Security Interest.


 



Upon the
full and final payment and performance of all Secured Obligations of the Company under this Indenture and the Notes or upon Legal
Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article 12 [COLLATERAL
AND SECURITY] hereof, the Trustee will, at the written request of the Company, deliver a certificate to the Collateral Trustee
stating that such Secured Obligations have been paid in full and that the Lien and security interest securing the Notes shall
have been released.


 





Section 12.07       
Reinstatement of Collateral.



 


(a)       In
the event that on any subsequent date (the “Reversion
Date”) fewer than two Rating Agencies assign an Investment Grade Rating to the Company’s senior unsecured
long-term debt securities without third party credit enhancement, then the Company, AES BVI II and the Guarantors will be required
to secure the Notes of such series with the Collateral within 60 days after the Reversion Date and will thereafter again be subject
to the Lien and security interest securing the Notes of a series created by the Shared Collateral Documents, as in effect prior
to the Release Event, with respect to future events. The period of time between the Release Event and the Reversion Date is referred
to in this description as the “Release
Period.”


 


(b)       Notwithstanding
a release of Collateral from the Lien and security interest securing the Notes of a series created by the Shared Collateral Documents
described in Section 12.02 [Release of Collateral] of this Indenture, in the event of any such reinstatement, no action
taken or omitted to be taken by the Company or any of the Guarantors of the Notes of a series relating to the Company and such
Guarantors’ obligations to secure the Notes of such series with the Collateral will give rise to an Event of Default with
respect to a series of Notes, and no Event of Default will be deemed to exist or have occurred as a result of any failure by the
Company or any such Guarantor to secure the series of Notes with the Collateral; provided that all Liens incurred during
the Release Period in accordance with this Indenture will be permitted to remain outstanding following the Reversion Date.


 


(c)       Notwithstanding
that obligations to secure the Notes of a series as in effect prior to the Release Event may be reinstated after the Reversion
Date, no Event of Default or breach of any kind related to the obligations to secure the Notes of such series with the Collateral
or any limitations in respect of the creation or incurrence of Liens that would apply other than during a Release Period will
be deemed to exist, and none of the Company or any of the


 




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Guarantors
of the Notes of a series shall bear any liability for any actions taken or events occurring during the Release Period, or any
actions taken at any time pursuant to any contractual obligation arising during any Release Period, in each case as a result of
a failure to comply with such covenants during the Release Period (or, upon termination of the Release Period or after that time
based solely on any action taken or event that occurred during the Release Period).


 


ARTICLE
13


 


Miscellaneous


 





Section 13.01       
Notices.


 



Any
notice or communication shall be sufficiently given if written and (a) if delivered in person when received, or (b) if mailed
by first class mail 5 days after mailing, or (c) as between the Company and the Trustee if sent by facsimile transmission, when
transmission is confirmed, in each case addressed as follows:


 


if to the Company:


 


The AES Corporation

4300 Wilson Boulevard

Arlington, VA 22203

Telephone: (703) 522-1315

Attention: General Counsel


 


if to the Trustee:


 


Deutsche Bank Trust
Company Americas


Trust and Agency Services


60 Wall Street, 24th
Floor


Mail Stop: NYC60 -
2405


New York, New York
10005


USA





Attn: Corporates Team,
AES Corporation SF2260





Facsimile: (732) 578-4635





 


The Company
or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice
or communication shall be sufficiently given to Holders of any Notes, by publication at least once in an Authorized Newspaper
in The City of New York, and by mailing to such Holders at their addresses as they shall appear on the register kept by the Registrar.
Notice mailed shall be sufficiently given if so mailed within the time prescribed. Copies of any such communication or notice
to a Holder shall also be mailed to the Trustee and each Agent at the same time.


 




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Failure to
mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.
Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section
13.01 [Notices], it is duly given, whether or not the addressee receives it.


 


Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 


In case it
shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Notwithstanding
any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including
any notice of redemption or repurchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently
given if given to DTC (or its designee) pursuant to the standing instructions from DTC or its designee, including by electronic
mail in accordance with DTC operational arrangements or other applicable DTC requirements.


 





Section 13.02       
Certificate and Opinion as to Conditions Precedent.


 



Upon any
request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the
Trustee:


 


(1)       an
Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and


 


(2)       an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 





Section 13.03       
Statements Required in Certificate or Opinion.


 



Each certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(1)       a
statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(2)       a
brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based;


 




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(3)       a
statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)       a
statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided,
however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates
of public officials.


 





Section 13.04       
Evidence of Ownership.


 



The Company,
the Trustee and any agent of the Company or the Trustee may deem and treat the person in whose name any Note shall be registered
upon the register for such series as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of
and, subject to the provisions of this Indenture, interest on such Note and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.


 





Section 13.05       
Rules by Trustee, Paying Agent or Registrar.



 


The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for
its functions.


 


Section 13.06       
Payment Date Other Than a Business Day.


 


If any date
for payment of Principal or interest on any Note shall not be a Business Day at any place of payment, then payment of Principal
of or interest on such Note, as the case may be, need not be made on such date, but may be made on the next succeeding Business
Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect of
such payment for the period from and after such date.


 





Section 13.07       
No Personal Liability of Directors, Officers, Employees and Stockholders.


 



 



No director,
officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations
of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.


 





Section 13.08       
Governing Law.





 


THIS
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT
OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 




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To the fullest
extent permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any Federal or State court located
in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or
relating to this Indenture or any Securities and irrevocably agrees that all claims in respect of such suit or proceeding may
be determined in any such court. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it
may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Company agrees
that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company,
and may be enforced in any courts to the jurisdiction of which the Company is subject by a suit upon such judgment, provided,
that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law.


 


EACH OF THE
COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 





Section 13.09       
No Adverse Interpretation of Other Agreements.


 


This Indenture
may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company. Any
such indenture or agreement may not be used to interpret this Indenture.


 





Section 13.10       
Successors.


 



All agreements
of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.


 


Section 13.11       
Duplicate
Originals and Electronic Signing.


 


The parties
may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement.


 


Facsimile,
documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through
a software platform or application, shall be deemed original signatures for purposes of this Indenture and all other related documents
and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect
as original signatures. The parties agree that this Indenture or any other related document or any instrument, agreement or document
necessary for the consummation of the transactions contemplated by this Indenture or the other related documents or related hereto
or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery
of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted,
executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in
effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation
accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto


 




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to
the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature
capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed
Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses
arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such
Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party
sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a
subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that
Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer
of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures
agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting
on unauthorized instructions and the risk of interception and misuse by third parties.


 





Section 13.12       
Separability.


 



In case any
provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 





Section 13.13       
Table of Contents, Headings, Etc.


 




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


 





Section 13.14       
Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability.


 








No recourse
under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any
Note or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator,
as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Notes and the coupons appertaining thereto by the holders thereof and as part of the consideration
for the issue of the Notes and the coupons appertaining thereto.


 





Section 13.15       
Judgment Currency.


 



The Company
agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment
in any court it is necessary to convert the sum due in respect of the Principal of or interest on the Notes of any series (the
“Required Currency”) into
a currency in which a judgment will be


 




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rendered
(the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in
The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered,
unless such day is not a Business Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the Business Day preceding the day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture.


 





Section 13.16       
Trust Indenture Act.


 





The Company
and the Guarantors shall not be required to qualify this Indenture under the Trust Indenture Act. The Trust Indenture Act shall
not apply to this Indenture prior to any such qualification, and all references herein to compliance with the Trust Indenture
Act refer to such compliance following any such qualification.


 





Section 13.17       
Patriot Act.


 



In order
to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326
of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is are required to obtain, verify, record
and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly,
each of the parties agree to provide to the Trustee, upon their request from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee to comply with Applicable Law.


 


Section 13.18       
Conflict
of Terms.


 


Except as
otherwise expressly provided in this Indenture or any of the Shared Collateral Documents, if any provision contained in this Indenture
conflicts with any provision in any of the Shared Collateral Documents, the provision contained in the Shared Collateral Documents
shall govern and control.


 


[Signatures
on following page]


 




     74


     


    

 


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


 


	 	THE AES CORPORATION, as the Company
	 	 
	 	 
	 	By:	/s/ Gustavo Pimenta
	 	Name:	Gustavo Pimenta
	 	Title:	Executive Vice President and Chief Financial Officer


 



     


     


    
 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	 
	 	 
	 	By:	/s/ Robert Peschler
	 	 	Name:	Robert Peschler
	 	 	Title:	Vice President


 


	 	By:	/s/ Annie Jaghatspanyan
	 	 	Name:	Annie Jaghatspanyan
	 	 	Title:	Vice President


 



     


     


    

 


EXHIBIT A-1


 


[Face of
Note]


 


CUSIP


 


3.300% Senior
Secured First Lien Notes due 2025


 


	No.	$


 


THE AES CORPORATION


 


promises to pay to or registered
assigns,             the principal sum of DOLLARS on July 15, 2025


 


Interest Payment Dates: January
15 and July 15


Record Dates: January 1 and July
1


Dated:                                                         


 


This Note is one of the Notes

Of a series designated therein referred to

in the within-mentioned Indenture.


 


 




    A-1-1 


     


    
 


 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


 


	 	THE AES CORPORATION
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Gustavo Pimenta
	 	Title:	Executive Vice President and Chief Financial Officer


 



    A-1-2 


     


    
 


DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee


 


	By:  	 	 
	Name:	 	 
	Title:	 	 


 



    A-1-3 


     


    
 


[Back of
Note]

3.300% Senior Secured First Lien Notes due 2025


 


[Insert the Global Legend,
if applicable pursuant to the provisions of the Indenture]


 


[Insert the Private Placement
Legend, if applicable pursuant to the provisions of the Indenture]


 


Capitalized
terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1)       INTEREST.
The AES Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 3.300% per annum from May 27, 2020 until maturity. The Company shall pay interest semi-annually in arrears on
January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no existing default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be January 15, 2021. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


(2)       METHOD
OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the January 1 and July 1 next preceding the Interest Payment Date (each, a “Regular
Record Date”), even if such Notes are canceled after such record date and on or before such Interest Payment Date, except
as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium,
if any, and interest at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register
of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal
of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which will have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts.


 


(3)       PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, shall act as Paying
Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(4)       INDENTURE.
This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under
an Indenture (the “Indenture”), dated as of May 27, 2020, among the Company, each of the Guarantors that may
become a party from time to time and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are
subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of this Note shall govern and be controlling.
The Company shall be entitled to issue Additional Notes pursuant to Section 2.06 of the Indenture. The Notes are secured first
lien obligations of the Company.


 




    A-1-4 


     


    

 


(5)       OPTIONAL
REDEMPTION.


 


(a)       At
any time prior to June 15, 2025 (one month prior to the maturity date of the Notes) (the “par call date”),
the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’
prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes redeemed and (ii) the
sum of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of interest
on the Notes from the redemption date to June 15, 2025, discounted from the scheduled payment dates to the redemption date semiannually
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 50 basis points.


 


In addition,
at any time and from time to time on or after the par call date, the Notes will be redeemable, in whole or in part at any time,
at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued
and unpaid interest on such Notes to the redemption date.


 


(b)       Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to the par call date.


 


Any redemption
pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture.


 


(6)       MANDATORY
REDEMPTION. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)       REPURCHASE
AT THE OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, the Company shall be required, as and
to the extent set forth in the Indenture, to offer to purchase all of the outstanding Notes at a purchase price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but not including, the date of repurchase
(subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest
Payment Date falling prior to or on the repurchase date).


 


(8)       NOTICE
OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be
mailed, by first class mail, or deliver electronically, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant
to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in
excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount
of Notes held by such Holder shall be redeemed or purchased.


 




    A-1-5 


     


    

 


(9)       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion
of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes of a series to be redeemed or during the period between a record date and the next succeeding
Interest Payment Date.


 


(10)       PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders
have rights under the Indenture.


 


(11)       AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture may be amended as provided therein. Subject to certain exceptions, the Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing
Event of Default or compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with
the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes,
if any, voting as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes, the Collateral Trust Agreement
or the Shared Collateral Documents may be amended or supplemented (i) to cure ambiguities, defects, or inconsistencies, (ii) to
provide for uncertificated Notes in addition to or in place of certificated Notes and to make all appropriate changes for such
purpose, (iii) to comply with Article 5 of the Indenture, (iv) to add Collateral with respect to any or all of the Notes; (v)
to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect the legal rights under the Indenture of any such Holder, (vi) to conform the text of the Indenture or the Notes to any
provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated May 15, 2020,
relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Indenture
of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary
Guarantee with respect to the Notes, (x) in the case of any Shared Collateral Document, to include therein any legend required
to be set forth therein pursuant to the Collateral Trust Agreement or to modify any such legend as required by the Collateral
Trust Agreement, (xi) to release Collateral from the Lien securing the Notes when permitted or required by the Shared Collateral
Documents or this Indenture, (xii) to enter into any intercreditor agreement having substantially similar terms with respect to
the Holders as those set forth in the Collateral Trust Agreement, or any joinder thereto; or (xiii) with respect to the Shared
Collateral Documents, as provided in the Collateral Trust Agreement (including to add or replace Other Debt Holders).


 




    A-1-6 


     


    

 


(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 6.01(4) or (5) 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 Notes may, or the Trustee
may, by written notice to the Company, and the Trustee at the written request of not less than 25% in aggregate principal amount
of the outstanding Notes will, declare the principal of, plus accrued interest, if any, to be due and payable immediately. If
an Event of Default specified in Section 6.01(4) or (5) of the Indenture with respect to the Company occurs and is continuing,
the Principal of and accrued interest on all of the 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 Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes of all series
issued under the Indenture that are affected may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the Notes notice of any continuing default (except a default in payment of principal or interest) 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
the Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties.
The Trustee is also subject to and entitled to the benefits of Article 7 of the Indenture.


 


(14)       NO
RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Subsidiary Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


(15)       AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


(16)       ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
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).


 


(17)       CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy, and the Trustee shall incur no liability for inaccuracies of such numbers
either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification
numbers placed thereon.


 




    A-1-7 


     


    

 


(18)       GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company
shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:


 


THE AES CORPORATION

4300 Wilson Boulevard

Arlington, Virginia 22203

Telephone: (703) 522-1315

Telecopy: (703) 528-4510

Attention: Legal Department


 




    A-1-8 


     


    

 


ASSIGNMENT
FORM


 


To assign this Note, fill in
the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)


 


 


(Insert assignee’s
soc. sec. or tax I.D. no.)


 


 


(Print or
type assignee’s name, address and zip code)


 


and irrevocably appoint to transfer
this 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 face
    of this Note)


 


	Signature Guarantee*:	 	 


 


* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




    A-1-9 


     


    

 


Option of Holder to Elect Purchase


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.07 of the Indenture, check here: ☐


 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.07 of the Indenture, state the amount you elect to have purchased:


 


$


 


	Date:	      	 	Your Signature:	 
	 	 	 	 	(Sign exactly as your name appears on the face
    of this Note)
	 	 	 	 	 
	 	 	 	 	Tax Identification No.:


 





	Signature Guarantee*:	 	 


 





* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




    A-1-10 


     


    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *


 


The following exchanges of a
part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date
of Exchange
	Amount
of decrease in Principal Amount of this Global Note
	Amount
of increase in Principal Amount of this Global Note
	Principal
Amount of this Global Note following such decrease (or increase)
	Signature
of authorized officer of Trustee or Custodian



 


* This schedule should be
included only if the Note is issued in global form.


 




    A-1-11 


     


    

 


EXHIBIT A-2


 


[Face of
Note]


 


CUSIP


 


3.950% Senior
Secured First Lien Notes due 2030


 


	No.	$


 


THE AES CORPORATION


 


promises to pay to or registered
assigns,


the principal sum of DOLLARS
on July 15, 2030.


Interest Payment Dates: January
15 and July 15


Record Dates: January 1 and July
1


Dated:                                                                    


 


This Note is one of the Notes

Of a series designated therein referred to

in the within-mentioned Indenture.


 




    A-2-1 


     


    

 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


 


	 	THE AES CORPORATION
	 	 
	 	 
	 	By:	 
	 	Name:	Gustavo Pimenta
	 	Title:	Executive Vice President and Chief Financial Officer


 



    A-2-2 


     


    
 


DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee


 


	By:  	 	 
	Name:	 	 
	Title:	 	 


 



    A-2-3 


     


    
 


 


[Back of
Note]

3.950% Senior Secured First Lien Notes due 2030


 


[Insert the Global Legend,
if applicable pursuant to the provisions of the Indenture]


 


[Insert the Private Placement
Legend, if applicable pursuant to the provisions of the Indenture]


 


Capitalized
terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


(1)       INTEREST.
The AES Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount
of this Note at 3.950% per annum from May 27, 2020 until maturity. The Company shall pay interest semi-annually in arrears on
January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no existing default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be January 15, 2021. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


(2)       METHOD
OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the January 1 and July 1 next preceding the Interest Payment Date (each, a “Regular
Record Date”), even if such Notes are canceled after such record date and on or before such Interest Payment Date, except
as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium,
if any, and interest at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register
of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal
of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which will have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts.


 


(3)       PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, shall act as Paying
Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(4)       INDENTURE.
This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under
an Indenture (the “Indenture”), dated as of May 27, 2020, among the Company, each of the Guarantors that may
become a party from time to time and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are
subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of this Note shall govern and be controlling.
The Company shall be entitled to issue Additional Notes pursuant to Section 2.06 of the Indenture. The Notes are secured first
lien obligations of the Company.


 




    A-2-4 


     


    

 


(5)       OPTIONAL
REDEMPTION.


 


(a)       At
any time prior to April 15, 2030 (three months prior to the maturity date of the Notes) (the “par call date”),
the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’
prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes redeemed and (ii) the
sum of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of interest
on the Notes from the redemption date to April 15, 2030, discounted from the scheduled payment dates to the redemption date semiannually
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 50 basis points.


 


In addition,
at any time and from time to time on or after the par call date, the Notes will be redeemable, in whole or in part at any time,
at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued
and unpaid interest on such Notes to the redemption date.


 


(b)       Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to the par call date.


 


Any redemption
pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture.


 


(6)       MANDATORY
REDEMPTION. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)       REPURCHASE
AT THE OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, the Company shall be required, as and
to the extent set forth in the Indenture, to offer to purchase all of the outstanding Notes at a purchase price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but not including, the date of repurchase
(subject to the right of the Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest
Payment Date falling prior to or on the repurchase date).


 


(8)       NOTICE
OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be
mailed, by first class mail, or deliver electronically, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed or delivered more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant
to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in
excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount
of Notes held by such Holder shall be redeemed or purchased.


 




    A-2-5 


     


    

 


(9)       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need
not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion
of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes of a series to be redeemed or during the period between a record date and the next succeeding
Interest Payment Date.


 


(10)       PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders
have rights under the Indenture.


 


(11)       AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture may be amended as provided therein. Subject to certain exceptions, the Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing
Event of Default or compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with
the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes,
if any, voting as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes, the Collateral Trust Agreement
or the Shared Collateral Documents may be amended or supplemented (i) to cure ambiguities, defects, or inconsistencies, (ii) to
provide for uncertificated Notes in addition to or in place of certificated Notes and to make all appropriate changes for such
purpose, (iii) to comply with Article 5 of the Indenture, (iv) to add Collateral with respect to any or all of the Notes; (v)
to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect the legal rights under the Indenture of any such Holder, (vi) to conform the text of the Indenture or the Notes to any
provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated May 15, 2020,
relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Indenture
of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary
Guarantee with respect to the Notes, (x) in the case of any Shared Collateral Document, to include therein any legend required
to be set forth therein pursuant to the Collateral Trust Agreement or to modify any such legend as required by the Collateral
Trust Agreement, (xi) to release Collateral from the Lien securing the Notes when permitted or required by the Shared Collateral
Documents or this Indenture, (xii) to enter into any intercreditor agreement having substantially similar terms with respect to
the Holders as those set forth in the Collateral Trust Agreement, or any joinder thereto; or (xiii) with respect to the Shared
Collateral Documents, as provided in the Collateral Trust Agreement (including to add or replace Other Debt Holders).


 




    A-2-6 


     


    

 


(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 6.01(4) or (5) 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 Notes may, or the Trustee
may, by written notice to the Company, and the Trustee at the written request of not less than 25% in aggregate principal amount
of the outstanding Notes will, declare the principal of, plus accrued interest, if any, to be due and payable immediately. If
an Event of Default specified in Section 6.01(4) or (5) of the Indenture with respect to the Company occurs and is continuing,
the Principal of and accrued interest on all of the 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 Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes of all series
issued under the Indenture that are affected may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Holders of the Notes notice of any continuing default (except a default in payment of principal or interest) 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
the Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties.
The Trustee is also subject to and entitled to the benefits of Article 7 of the Indenture.


 


(14)       NO
RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Subsidiary Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


(15)       AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


(16)       ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
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).


 


(17)       CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy, and the Trustee shall incur no liability for inaccuracies of such numbers
either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification
numbers placed thereon.


 




    A-2-7 


     


    

 


(18)       GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company
shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:


 


THE AES CORPORATION

4300 Wilson Boulevard

Arlington, Virginia 22203

Telephone: (703) 522-1315

Telecopy: (703) 528-4510

Attention: Legal Department


 






 






    A-2-8 


     


    

ASSIGNMENT
FORM


 


To assign this Note, fill in
the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)


 


 


(Insert assignee’s
soc. sec. or tax I.D. no.)


 


 


(Print or
type assignee’s name, address and zip code)


 


and irrevocably appoint to transfer
this 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 face
    of this Note)
	 	 	 	 	 
	 	 	 	 	Tax Identification No.:


 


	Signature Guarantee*:	 	 


 


* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




    A-2-9 


     


    

 


Option of Holder to Elect Purchase


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.07 of the Indenture, check here: □


 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.07 of the Indenture, state the amount you elect to have purchased:


 


$


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	(Sign exactly as your name appears on the face
    of this Note)
	 	 	 	 	 
	 	 	 	 	Tax Identification No.:


 


	Signature Guarantee*:	 	 


 


* Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




    A-2-10 


     


    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *


 


The following exchanges of a
part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date
of Exchange
	Amount
of decrease in Principal Amount of this Global Note
	Amount
of increase in Principal Amount of this Global Note
	Principal
Amount of this Global Note following such decrease (or increase)
	Signature
of authorized officer of Trustee or Custodian



 


* This
schedule should be included only if the Note is issued in global form.


 




    A-2-11 


     


    

 


EXHIBIT B


 


FORM OF CERTIFICATE
OF TRANSFER


 


The AES Corporation


4300 Wilson Boulevard


Arlington, Virginia 22203


Attention: Legal Department


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, Forida 32256 


Attn: Transfer Department


Facsimile: 615-866-3889


 


Deutsche Bank Trust Company Americas

Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60 - 2405


New York, New York 10005


Attn: Corporates Team, AES Corporation
SF2260


Facsimile: (732) 578-4635


 


Deutsche Bank Trust Company Americas


Corporate, Municipal and Escrow
Solutions


60 Wall Street, 16th
Floor


New York, New York 10005


 


Re: 3.300%
Senior Secured First Lien Notes due 2025


 


Reference
is hereby made to the Indenture, dated as of May 27, 2020 (the “Indenture”), among The AES Corporation, as
issuer (the “Company”), each of the Guarantors that may become a party from time to time and Deutsche Bank
Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


              , (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 




     B-1


     


    

 


[CHECK ALL
THAT APPLY]


 


1.       ☐
Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note
pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that
the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing
the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture
and the Securities Act.


 


2.       ☐
Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive
Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person
in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive
Note and in the Indenture and the Securities Act.


 


3.       ☐
Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any
state of the United States, and accordingly the Transferor hereby further certifies that (check one):


 


(a)       ☐
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or


 


(b)       ☐
such Transfer is being effected to the Company or a subsidiary thereof;


 


or


 




     B-2


     


    

 


(c)       ☐
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;


 


or


 


(d)       ☐
such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it
has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies
with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and
the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer
of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has
attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or
the Restricted Definitive Notes and in the Indenture and the Securities Act.


 


4.       ☐
Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


 


(a)       ☐
Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(b)       ☐
Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


 




     B-3


     


    

 


(c)       ☐
Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with
an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 




     B-4


     


    

 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Company.


 


	 	[Insert Name of Transferor]
	 	 
	 	 
	 	By:	 


 


	Dated:	 	 


Name:


Title:


 



     B-5


     


    
 


ANNEX A TO
CERTIFICATE OF TRANSFER


 


1.       The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE
OF (a) OR (b)]


 


(a)       ☐
a beneficial interest in the:


 


(i)       ☐
144A Global Note (CUSIP ), or


 


(ii)      ☐
Regulation S Global Note (CUSIP ), or


 


(iii)     ☐
IAI Global Note (CUSIP ); or


 


(b)       ☐
a Restricted Definitive Note.


 


2.       After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)       ☐
a beneficial interest in the:


 


(i)       ☐
144A Global Note (CUSIP ), or


 


(ii)      ☐
Regulation S Global Note (CUSIP ), or


 


(iii)     ☐
IAI Global Note (CUSIP ); or


 


(iv)     ☐
Unrestricted Global Note (CUSIP ); or


 


(b)       ☐
a Restricted Definitive Note; or


 


(c)       ☐
an Unrestricted Definitive Note,


 


in accordance with the terms
of the Indenture.


 




     B-6


     


    

 


EXHIBIT B-2


 


FORM OF CERTIFICATE
OF TRANSFER


 


The AES Corporation


4300 Wilson Boulevard


Arlington, Virginia 22203


Attention: Legal Department


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, FL 32256


Attn: Transfer Department


Facsimile: 615-866-3889


 


Deutsche Bank Trust Company Americas

Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60 - 2405


New York, New York 10005


USA


Attn: Corporates Team, AES Corporation
SF2260


Facsimile: (732) 578-4635


 


Deutsche Bank Trust Company Americas


Corporate, Municipal and Escrow
Solutions


60 Wall Street, 16th
Floor


New York, New York 10005


 


Re:3.950%
Senior Secured First Lien Notes due 2030


 


Reference
is hereby made to the Indenture, dated as of May 27, 2020 (the “Indenture”), among The AES Corporation, as
issuer (the “Company”), each of the Guarantors that may become a party from time to time and Deutsche Bank
Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


[             ], (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 




     B-2-1


     


    

 


[CHECK ALL
THAT APPLY]


 


1.       ☐
Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note
pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that
the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing
the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture
and the Securities Act.


 


2.       ☐
Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive
Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person
in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive
Note and in the Indenture and the Securities Act.


 


3.       ☐
Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any
state of the United States, and accordingly the Transferor hereby further certifies that (check one):


 


(a)       ☐
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or


 


(b)       ☐
such Transfer is being effected to the Company or a subsidiary thereof;


 


or


 




     B-2-2


     


    

 


(c)       ☐
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act;


 


or


 


(d)       ☐
such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies
that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive
Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee
in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor
has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or
the Restricted Definitive Notes and in the Indenture and the Securities Act.


 


4.       ☐
Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


 


(a)       ☐
Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(b)       ☐
Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


 




     B-2-3


     


    

 


(c)       ☐
Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with
an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 




     B-2-4


     


    

 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Company.


 


	 	[Insert Name of Transferor]
	 	 
	 	 
	 	By:	 


 


	Dated:	 	 


Name:


Title:


 



     B-2-5


     


    
 


ANNEX A TO
CERTIFICATE OF TRANSFER


 


1. The Transferor owns and proposes
to transfer the following:


 


[CHECK ONE
OF (a) OR (b)]


 


(a)       ☐
a beneficial interest in the:


 


(i)       ☐
144A Global Note (CUSIP ), or


 


(ii)      ☐
Regulation S Global Note (CUSIP ), or


 


(iii)     ☐
IAI Global Note (CUSIP ); or


 


(b)       ☐
a Restricted Definitive Note.


 


2. After the Transfer the Transferee
will hold:


 


[CHECK ONE]


 


(a)       ☐
a beneficial interest in the:


 


(i)       ☐
144A Global Note (CUSIP ), or


 


(ii)      ☐
Regulation S Global Note (CUSIP ), or


 


(iii)     ☐
IAI Global Note (CUSIP ); or


 


(iv)     ☐
Unrestricted Global Note (CUSIP ); or


 


(b)       ☐
a Restricted Definitive Note; or


 


(c)       ☐
an Unrestricted Definitive Note,


 


in accordance
with the terms of the Indenture.


 




     B-2-6


     


    

 


EXHIBIT C-1


 


FORM OF CERTIFICATE
OF EXCHANGE


 


The AES Corporation


4300 Wilson Boulevard


Arlington, Virginia 22203


Attention: Legal Department


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, Florida 32256


Attn: Transfer Department


Facsimile: 615-866-3889


 


Deutsche Bank Trust Company Americas

Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60 - 2405


New York, New York 10005


USA


Attn: Corporates Team, AES Corporation
SF2260


Facsimile: (732) 578-4635


 


Deutsche Bank Trust Company Americas


Corporate, Municipal and Escrow
Solutions


60 Wall Street, 16th
Floor


New York, New York 10005


 


Re:3.300%
Senior Secured First Lien Notes due 2025


 


Reference
is hereby made to the Indenture, dated as of May 27, 2020 (the “Indenture”), among The AES Corporation, as
issuer (the “Company”), each of the Guarantors that may become a party from time to time and Deutsche Bank
Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


[                ], (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby
certifies that:


 


1.       Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note.


 




     C-1-1


     


    

 


(a)       ☐
Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global
Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(b)       ☐
Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the
Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


(c)       ☐
Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection
with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the
Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)       ☐
Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


2.       Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes.


 




     C-1-2


     


    

 


(a)       ☐
Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an
equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s
own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)       ☐
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection
with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] □
144A Global Note, o Regulation S Global Note, □ IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable
to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Company.


 


	 	[Insert Name of Transferor]
	 	 
	 	 
	 	By:	 


 


	Dated:	 	 


Name:


Title:


 



     C-1-3


     


    
 


EXHIBIT C-2


 


FORM OF CERTIFICATE
OF EXCHANGE


 


The AES Corporation


4300 Wilson Boulevard


Arlington, Virginia 22203


Attention: Legal Department


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, Florida 32256


Attn: Transfer Department


Facsimile: 615-866-3889


 


Deutsche Bank Trust Company Americas

Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60 - 2405


New York, New York 10005


Attn: Corporates Team, AES Corporation
SF2260


Facsimile: (732) 578-4635


 


Deutsche Bank Trust Company Americas


Corporate, Municipal and Escrow
Solutions


60 Wall Street, 16th
Floor


New York, New York 10005


 


Re:3.950%
Senior Secured First Lien Notes due 2030


 


Reference
is hereby made to the Indenture, dated as of May 27, 2020 (the “Indenture”), among The AES Corporation, as
issuer (the “Company”), each of the Guarantors that may become a party from time to time and Deutsche Bank
Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


[                   ], (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby
certifies that:


 


1.       Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note.


 




     C-2-1


     


    

 


(a)       ☐
Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global
Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(b)       ☐
Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the
Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


(c)       ☐
Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection
with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the
Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)       ☐
Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


2.       Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes.


 




     C-2-2


     


    

 


(a)       ☐
Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an
equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s
own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)       ☐
Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection
with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] □
144A Global Note, o Regulation S Global Note, □ IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable
to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate
and the statements contained herein are made for your benefit and the benefit of the Company.


 


	 	[Insert Name of Transferor]
	 	 
	 	 
	 	By:	 


 


	Dated:	 	 


Name:


Title:


 



     C-2-3


     


    

 


EXHIBIT D-1


 


FORM OF CERTIFICATE
FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


The AES Corporation


4300 Wilson Boulevard


Arlington, Virginia 22203


Attention: Legal Department


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, Florida 32256


Attn: Transfer Department


Facsimile: 615-866-3889


 


Deutsche Bank Trust Company Americas

Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60 - 2405


New York, New York 10005


Attn: Corporates Team, AES Corporation
SF2260


Facsimile: (732) 578-4635


 


Deutsche Bank Trust Company Americas


Corporate, Municipal and Escrow
Solutions


60 Wall Street, 16th
Floor


New York, New York 10005


 


Re:3.300%
Senior Secured First Lien Notes due 2025


 


Reference
is hereby made to the Indenture, dated as of May 27, 2020 (the “Indenture”), among The AES Corporation, as
issuer (the “Company”), each of the Guarantors that may become a party from time to time and Deutsche Bank
Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


In connection
with our proposed purchase of $ aggregate principal amount of:


 


(a)       ☐
a beneficial interest in a Global Note, or


 


(b)       ☐
a Definitive Note,


 


we confirm
that:


 




     D-1-1


     


    

 


1.       We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).


 


2.       We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on
behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount
of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule
904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.


 


3.       We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear
a legend to the foregoing effect.


 


4.       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.


 


5.       We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


 


You and the
Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


	 	[Insert Name of Accredited Investor]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	Dated:	 	 


 



     D-1-2


     


    

 


EXHIBIT D-2


 


FORM OF CERTIFICATE
FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


The AES Corporation


4300 Wilson Boulevard


Arlington, Virginia 22203


Attention: Legal Department


 


Deutsche Bank Trust Company Americas


c/o DB Services Americas, Inc.


5022 Gate Parkway, Suite 200


Jacksonville, Florida 32256


Attn: Transfer Department


Facsimile: 615-866-3889


 


Deutsche Bank Trust Company Americas

Trust and Agency Services


60 Wall Street, 24th Floor


Mail Stop: NYC60 - 2405


New York, New York 10005


Attn: Corporates Team, AES Corporation
SF2260


Facsimile: (732) 578-4635


 


Deutsche Bank Trust Company Americas


Corporate, Municipal and Escrow
Solutions


60 Wall Street, 16th
Floor


New York, New York 10005


 


Re:3.950%
Senior Secured First Lien Notes due 2030


 


Reference
is hereby made to the Indenture, dated as of May 27, 2020 (the “Indenture”), among The AES Corporation, as
issuer (the “Company”), each of the Guarantors that may become a party from time to time and Deutsche Bank
Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


In connection
with our proposed purchase of $ aggregate principal amount of:


 


(a)       ☐
a beneficial interest in a Global Note, or


 


(b)       ☐
a Definitive Note,


 


we confirm
that:


 




     D-2-1


     


    

 


1.       We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).


 


2.       We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on
behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and
to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount
of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule
904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.


 


3.       We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear
a legend to the foregoing effect.


 


4.       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.


 


5.       We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


 


You and the
Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


	 	[Insert Name of Accredited Investor]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	Dated:	 	 


 



     D-2-2


     


    

 


EXHIBIT E


 


FORM OF SUPPLEMENTAL
INDENTURE

SUBSIDIARY GUARANTEES


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture for Additional Guarantees”), dated as of           , among               (the “Guaranteeing
Subsidiary”), a subsidiary of The AES Corporation (or its permitted successor), a Delaware corporation (the “Company”),
the Company and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E
S S E T H


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
May 27, 2020, among the Company, each of the Guarantors that may become a party from time to time and the Trustee, providing for
the original issuance of an aggregate principal amount of $900,000,000 of 3.300% Senior Secured First Lien Notes due 2025 (the
“2025 Notes”) and $700,000,000 of 3.950% Senior Secured First Lien Notes due 2030 (the “2030 Notes”
and, together with the 2025 Notes, the “Initial Notes”), and, subject to the terms of the Indenture, future
issuances of 2025 Notes and/or 2030 Notes (the “Additional Notes,” and, together with the Initial Notes, the
“Notes”);


 


WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);
and


 


WHEREAS,
pursuant to Sections 4.08 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute
and deliver this Supplemental Indenture for Additional Guarantees.


 


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


 


1.       CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.       AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such shall have all the
rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary hereby
agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee
and in the Indenture including but not limited to Article 10 thereof.


 




     E-1


     


    

3.       NO
RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Subsidiary Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


4.       NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


5.       COUNTERPARTS
AND ELECTRONIC SIGNING. The parties may sign any number of copies of this Supplemental Indenture for Additional Guarantees. Each
signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of the Indenture
and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of the Indenture as
to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. The
words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to the Indenture or any document to be signed in connection with the Indenture shall be deemed to include electronic
signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


6.       EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


7.       THE
TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture for Additional Guarantees or for or in respect of the recitals contained herein, all of which recitals
are made solely by the Guaranteeing Subsidiary and the Company.


 


8.       RATIFICATION
OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and
every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.


 


[Signature
Page Follows]


 




     E-2


     


    

 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional Guarantees to be duly executed and attested,
all as of the date first above written.


 


Dated:                                


 


 


	 	[GUARANTEEING SUBSIDIARY]
	 	 
	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 





 


 


	 	The AES Corporation
	 	 
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


 


	 	[TRUSTEE],
	 	as Trustee
	 	 
	 	By:	             
	 	Authorized Signatory




 


 


 


 



     E-3