Exhibit 4.(l)


 


 




 





THE AES CORPORATION


 


as Issuer


 


AND


 


WELLS FARGO BANK, N.A.


 


as Trustee


 


 






 


THIRTEENTH SUPPLEMENTAL INDENTURE


 


Dated as of May 19, 2008


 


TO


 


SENIOR INDENTURE


 


Dated as of December 8, 1998


 






 


 


8.00% Senior Notes due 2020




 





 

















 


The THIRTEENTH SUPPLEMENTAL INDENTURE, is dated as
of this 19th day of May, 2008 (the “Thirteenth Supplemental Indenture”),
between THE AES CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter sometimes referred to as the “Company”),
and WELLS FARGO BANK, N.A., a national banking association, as trustee
(hereinafter referred to as the “Trustee”), as successor trustee to BANK
ONE, NATIONAL ASSOCIATION.


 


WHEREAS, the Company entered into a Senior Indenture
dated as of December 8, 1998 between the Company and the Trustee to
provide for the future issuance of its senior debentures, notes or other
evidences of indebtedness (collectively, the “Securities”), said
Securities to be issued from time to time in series as might be determined by
the Company pursuant to the Indenture and, in an unlimited aggregate principal
amount;


 


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


 


WHEREAS, pursuant to the terms of the Indenture, the
Company desires to provide for the establishment of a new series of its
Securities to be known as its 8.00% Senior Notes due 2020, the form and
substance of such Notes and the terms, provisions and conditions thereof to be
set forth as provided in the Indenture and this Thirteenth Supplemental
Indenture; and


 


WHEREAS, the Company desires and has requested the
Trustee to join with it in the execution and delivery of this Thirteenth
Supplemental Indenture, and all requirements necessary to make this Thirteenth
Supplemental Indenture a valid instrument, in accordance with its terms, and to
make the 8.00% Senior Notes due 2020, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the
Company have been satisfied;


 


NOW, THEREFORE, in consideration of the purchase and
acceptance of the Notes by the Holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the 8.00% Senior
Notes due 2020 and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:


 

















 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


SECTION  1.1. TERMS DEFINED IN THE INDENTURE.


 


Each capitalized term used but not defined in this
Thirteenth Supplemental Indenture shall have the meaning assigned to such term
in the Indenture.


 


SECTION  1.2. CERTAIN DEFINITIONS.


 


The following definitions are hereby added to the
definitions contained in Section 1.1 of the Indenture, but only with
respect to the 8.00% Senior Notes due 2020 issued in accordance with the
provisions hereof:


 


“Additional Notes” means any notes issued
under this Thirteenth Supplemental Indenture in addition to the Initial Notes
or Exchange Notes having the same terms in all respects as the Initial Notes or
Exchange Notes, as the case may be.


 


“Additional Interest” has the meaning
ascribed to such term in the Registration Rights Agreement.


 


“Attributable Debt” means the present value
(discounted at the rate of 8.00% 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.


 


“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 the Indenture.


 


“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 the Indenture, including, without limitation, all Common
Stock and Preferred Stock and partnership and joint venture interests of such
Person.


 


“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 the Indenture,
including, without limitation, all series and classes of such common stock.


 


“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 Securities Exchange Act of 1934, as amended) of Persons, (ii) a Person
or group (as so defined)


 


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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 constitute 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 4.1.


 


“Consolidated Net Assets” means the aggregate
amount of assets (less reserves and other deductible items) after deducting
current liabilities, as shown on the consolidated balance sheet of the Company
and its Subsidiaries contained in the latest annual report to the stockholders
of the Company and prepared in accordance with GAAP.


 


“DTC” has the meaning provided in Section 2.1.


 


“Exchange Notes” means the 8.00% Senior Notes
due 2020 (the terms of which are identical to the Initial Notes except that the
Exchange Notes shall be registered under the Securities Act, and shall not
contain the restrictive legend on the face of the Initial Notes), to be issued
in exchange for the Initial Notes pursuant to the registered Exchange Offer.


 


“Exchange Offer” means the offer by the
Company to each Holder of the Initial Notes to exchange the aggregate principal
amount of Initial Notes held by such Holder for an equal aggregate principal
amount of Exchange Notes, all in accordance with the terms and conditions of
the Registration Rights Agreement.


 


“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.


 


“Global Securities” has the meaning provided
in Section 2.1


 


“Initial Notes” means the 8.00% Senior Notes
due 2020 of the Company issued on May 19, 2008 and delivered under this
Supplemental Indenture.


 


“Issue Date” means May 19, 2008, the
date of the original issuance of the Initial Notes.


 


“Notes” means the Initial Notes, the Exchange
Notes and any Additional Notes issued on or after the Issue Date in accordance
with clause (iii) of Section 2.2(a) 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.


 


“Offshore Global Securities” has the meaning
provided in Section 2.1.


 


“Offshore Physical Securities” has the
meaning provided in Section 2.1.


 


 “Physical
Securities” has the meaning provided in Section 2.1.


 


4

















 


“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 the
Indenture.


 


“Principal Property” means any building,
structure or other facility (together with the land on which it is erected and
fixtures comprising a part thereof) used primarily for manufacturing,
processing, research, warehousing or distribution, owned or leased by the
Company and having a net book value in excess of 2% of Consolidated Net Assets,
other than any such building, structure or other facility or portion thereof
which is a pollution control facility financed by state or local governmental
obligations or which the principal executive officer, president and principal
financial officer of the 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” has the meaning
provided in Section 2.5.


 


“QIB” means any “qualified institutional
buyer” (as defined under the Securities Act).


 


“Registration Default” has the meaning
ascribed to such term in the Registration Rights Agreement.


 


“Registration Rights Agreement” means the
Registration Rights Agreement, dated the Issue Date between the Company and
Citigroup Global Markets Inc., as representative of the initial purchasers
named in Schedule I to the Registration Rights Agreement.


 


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


 


“Repurchase Date” shall have the meaning
provided in Section 4.1 hereof.


 


“Restricted Security” has the meaning
assigned to such term in Rule 144(a)(3) under the Securities Act; provided
that the Trustee shall be entitled to request and conclusively rely on an Officers’
Certificate with respect to whether any Security constitutes a Restricted
Security.


 


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


 


“Unrestricted Global Security” means a
Security evidencing all or a part of a series of Unrestricted Securities.


 


“Unrestricted Security” means a Security that
does not and is not required to bear the Private Placement Legend, including,
without limitation, the Exchange Notes and any Notes registered under the
Securities Act pursuant to and in accordance with the Registration Rights
Agreement and any Security issued pursuant to Section 2.7 hereof in
exchange for a Restricted Security; which Security shall be identical to the
Initial Securities and the Restricted Securities except that (i) it shall
not bear the Private Placement Legend, (ii) it shall not include provisions


 


5

















 


relating
to Additional Interest and (iii) it shall have a CUSIP number that is
different than the CUSIP number on a Restricted Security.


 


“U.S. Global Securities” has the meaning
provided in Section 2.1.


 


“U.S. Physical Securities” has the meaning
provided in Section 2.1.


 


“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.


 


ARTICLE TWO


 


THE NOTES


 


SECTION  2.1. FORM AND DATING.


 


(a)                    The Notes shall be substantially in the form of Exhibit A hereto,
which is a part of this Thirteenth Supplemental Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by the Indenture and this Thirteenth Supplemental
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently
herewith, be determined by the Officers of the Company executing such Notes, as
evidenced by their execution of the Notes. The Notes will initially be issued
as Global Securities. The Company initially appoints The Depository Trust
Company (“DTC”) and the Trustee to act as Depositary and custodian,
respectively, with respect to the Notes. The Company initially appoints the
Trustee to act as Paying Agent and Registrar with respect to the Notes. Notes
offered and sold in reliance on Rule 144A shall be issued initially in the
form of one or more permanent global Notes in registered form, substantially in
the form set forth in Exhibit A (the “U.S. Global Securities”),
registered in the name of the nominee of the Depository, deposited with the
Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided, and shall bear the
legends set forth in Section 2.5. The aggregate principal amount of the
U.S. Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the
Depository, as hereinafter provided.


 


(b)                   Securities issued in exchange for interests in the U.S. Global
Securities pursuant to 2.6 may be issued in the form of Physical Securities (“U.S.
Physical Securities”) and shall bear the first legend set forth in Section 2.5.


 


(c)                    Securities offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more global
Securities in registered form, substantially in the form set forth in Exhibit A
(the “Offshore Global Securities”), registered in the name of the
nominee of the Depository, deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided, and shall bear the legends set forth in Section 2.5.
The aggregate principal amount of


 


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the
Offshore Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the
Depository, as hereinafter provided.


 


(d)                   Securities issued in exchange for interests in the Offshore Global
Securities may be issued in the form of Physical Securities in registered form
(the “Offshore Physical Securities”).


 


(e)                                  The Offshore Physical Securities and the U.S.
Physical Securities are sometimes collectively herein referred to as the “Physical
Securities.”  The U.S. Global
Securities and the Offshore Global Securities are sometimes referred to herein
as the “Global Securities.


 


SECTION  2.2. EXECUTION AND AUTHENTICATION


 


(a)                    The Trustee shall authenticate (i) Initial Notes for original
issue on the Issue Date in the aggregate principal amount of $625,000,000, (ii) Exchange
Notes and (iii) any Additional Notes, (such Notes to be substantially in
the form of Exhibit A) in an unlimited amount, in each case, upon written
orders of the Company in the form of an Officers’ Certificate. Each such
Officers’ Certificate shall specify the amount of Notes to be authenticated,
the date on which the Notes are to be authenticated, whether the Notes are to
be Initial Notes, Exchange Notes or Additional Notes issued under clause (i), (ii) or
(iii), respectively, of the preceding sentence, and the aggregate principal
amount of Notes outstanding on the date of authentication, and shall further
specify the amount of such Notes to be issued as a Global Security or Physical
Securities. Such Notes shall initially be in the form of one or more Global
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Notes to be issued, (ii) shall
be registered in the name of the Depository for such Global Security or
Securities or its nominee and (iii) shall be held by the Trustee as
custodian for the Depository or pursuant to the Depository’s instruction.


 


(b)                   The Notes shall be issuable only in registered form without coupons in
the principal amount of at least $1,000 and integral multiples of $1,000
thereafter.


 


SECTION  2.3. INTEREST.


 


Interest on the Notes shall be payable in the amount,
on the dates and in the manner provided for in the form of the Note attached
hereto as Exhibit A. Upon the occurrence of a Registration Default under
the Registration Rights Agreement, the Notes shall be entitled to Additional
Interest accruing during the periods described in the Registration Rights
Agreement. All references in the Indenture and the Notes to “interest” shall be
deemed to include any Additional Interest.


 


SECTION  2.4. PLACE OF PAYMENT.


 


(a)                    The place of payment for the Notes shall be the Borough of Manhattan,
The City of New York, or Minneapolis, Minnesota. So long as the Notes are in
the form of Registered Global Securities, the Company agrees that payments of
interest on, and any portion of the Principal of, the Notes shall be made by the
Paying Agent, upon receipt from the Company of immediately available funds,
directly to the Depositary (by Federal funds wire transfer)


 


7

















 


SECTION  2.5. RESTRICTIVE LEGENDS.


 


(a)                    Unless and until an Initial Note (i) is exchanged for an Exchange
Note or sold in connection with an effective registration statement under the
Securities Act pursuant to the Registration Rights Agreement, or (ii) the
Private Placement Legend has been removed from such Initial Note in accordance
with Section 2.7 or, with respect to a Restricted Global Security, all of
the beneficial interests in such Restricted Global Security have been exchanged
for beneficial interests in the Unrestricted Global Security in accordance with
Section 2.7, the U.S. Global Securities, U.S. Physical Securities and
Offshore Global Securities shall bear the following legend set forth below (the
“Private Placement Legend”) on the face thereof:


 


THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR
WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A UNITED STATES PERSON
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES
FOR THE BENEFIT OF THE AES CORPORATION (“AES”) THAT IT WILL NOT OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO AES, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH
(2)(E) ABOVE, AES RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED
IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE
WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 

















 


Each Global Security shall also bear the following
legend on the face thereof:


 


UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY,
OR BY ANY SUCH NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE
OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR THEIR 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 IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE SUPPLEMENTAL INDENTURE
GOVERNING THIS NOTE.


 


SECTION  2.6. SPECIAL TRANSFER PROVISIONS.


 


(a)                                  The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Security to any institutional accredited investor (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) (an “Accredited Investor”
or an “Institutional Accredited Investor”) which is not a QIB (excluding
transfers to Non-U.S. Persons, which shall be governed by clause (c)):


 


(i)             The Registrar shall register the transfer in
an aggregate principal amount of at least $250,000 of any Note constituting a
Restricted Security, whether or not such Security bears the Private Placement
Legend, if the proposed transferee has delivered to the Registrar a certificate
substantially in the form Exhibit B hereto, and the proposed transferee
has delivered to the Registrar and the Company an opinion of counsel acceptable
to the Company that such transfer is in compliance with the Securities Act and
such other certifications, legal opinions or other information that the Trustee
may


 


9

















 


reasonably request in order to confirm that such
transaction is being made pursuant to an exemption form or in a transaction not
subject to the registration requirements of the Securities Act; and


 


(ii)          If the proposed transferor is a member of, or participant in, the
Depository (an “Agent Member”) holding a beneficial interest in a U.S. Global
Security, whether or not such Note bears a Private Placement Legend, upon
receipt by the Registrar of (x) the certificate and opinion, if any,
required by paragraph (i) above and (y) instructions given in
accordance with the Depository’s and the Registrar’s procedures, whereupon (a) the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the applicable U.S. Global Security in an amount equal to
the principal amount of the beneficial interest in such U.S. Global Security to
be transferred, and an increase in the applicable Global Security to which the
beneficial interest is to be transferred or shall authenticate and deliver one
or more U.S. Physical Securities of like tenor and amount.


 


(b)                                 The following provisions shall apply with
respect to the registration of any proposed transfer of a Note to a QIB
(excluding transfers to Non U.S. Persons, which shall be governed by clause
(c)):


 


(i)             if the Note to be transferred consists of (x) either
Offshore Physical Securities prior to the removal of the Private Placement
Legend or U.S. Physical Securities, the Registrar shall register the transfer
if such transfer is being made by a proposed transferor who has checked the box
provided for on the form of Note stating, or has otherwise advised the Company
and the Registrar in writing, that the sale has been made in compliance with
the provisions of Rule 144A to a transferee who has signed the
certification provided for on the form of Note stating, or has otherwise
advised the Company and the Registrar in writing that it is purchasing the Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as it has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A or (y) an interest
in the U.S. Global Securities, the transfer of such interest may be effected
only through the book entry system maintained by the Depositary; and


 


(ii)          if the proposed transferee is an Agent Member, and the Notes to be
transferred consist of U.S. Physical Securities which after transfer are to be
evidenced by an interest in a U.S. Global Security, upon receipt by the
Registrar of instructions given in accordance with the Depository’s and the
Registrar’s procedures, the Registrar shall reflect on its books and records
the date and an increase in the principal amount of the applicable U.S. Global
Security in an amount equal to the principal amount of the U.S. Physical
Securities to be transferred, and the Trustee shall cancel the U.S. Physical
Securities so transferred.


 


10














 


(c)                                  The following provisions shall apply with
respect to any transfer of a Note to a Non-U.S. Person:


 


(i)             prior to the 41st day after the date on
which such Note is originally issued, the Registrar shall register any proposed
transfer of a Note to a Non-U.S. Person upon receipt of a certificate
substantially in the form of Exhibit C hereto from the proposed transferor
and the Registrar shall register any proposed transfer to any Non-U.S. Person
if the Note to be transferred is a U.S. Physical Security or an interest in
U.S. Global Securities, upon receipt of a certificate substantially in the form
of Exhibit C hereto from the proposed transferor;


 


(ii)          on or after the 41st day after the date
on which such Note is originally issued, the Registrar shall register any
proposed transfer of any Offshore Physical Security or Offshore Global Security
without requiring any certification; and


 


(iii)       (a) if
the proposed transferor is an Agent Member holding a beneficial interest in the
U.S. Global Securities, upon receipt by the Registrar of (x) the
documents, if any, required by paragraph (i) or (ii) and (y) instructions
in accordance with the Depositary’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the U.S. Global Securities in an amount equal to the
principal amount of the beneficial interest in the U.S. Global Securities to be
transferred, and (b) if the proposed transferee is an Agent Member, upon
receipt by the Registrar of instructions given in accordance with the
Depository’s and the Registrar’s procedures, the Registrar shall reflect on its
books and records the date and an increase in the principal amount of the
Offshore Global Securities in an amount equal to the principal amount of the
U.S. Physical Securities or the U.S. Global Securities, as the case may be, to
be transferred, and the Trustee shall cancel the U.S. Physical Security, if
any, so transferred or decrease the amount of the U.S. Global Security.


 


(d)                                 Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) the transferee certifies that it is
not an Affiliate of the Company and the requested transfer is after the first
anniversary of the later of (a) the date on which such Notes are
originally issued and (b) the last date on which the Company or an
Affiliate of the Company was the owner of such Notes (or any predecessor
Securities) or such shorter period of time as permitted by Rule 144(d) under
the Securities Act or any successor provision thereunder or (ii) the
circumstance contemplated by paragraph (c)(ii) of this Section 2.6
exists, (iii) there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act or until
such time as the Private Placement Legend is no longer required pursuant to
Sections 2.5 and 2.7 and such Private Placement Legend is removed pursuant to
Sections 2.5 and 2.7.


 


(e)                                  By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture


 


11

















 


and in the Private
Placement Legend and agrees that it shall transfer such Note only as provided
in this Indenture. The Registrar shall retain copies of all letters, notices
and other written communications received pursuant to this Section 2.6 in
accordance with its customary procedures. The Company, at its own expense,
shall have the right to inspect and make copies of all such letters, notices or
other written communications at any reasonable time upon the giving of
reasonable written notice to the Registrar.


 


SECTION 2.7  EXCHANGE FROM RESTRICTED GLOBAL SECURITY INTO
AN UNRESTRICTED GLOBAL SECURITY.


 


(a)                                  Beneficial interests in the Restricted
Global Security may be automatically exchanged into beneficial interests in the
Unrestricted Global Security on or after May 20, 2009 upon compliance with
the conditions set forth in this Section 2.7. The Company shall (i) provide
written notice to the Trustee at least 10 calendar days prior to such mandatory
exchange, instructing the Trustee to direct the Depository to exchange all of
the outstanding beneficial interests in a particular Restricted Global Security
to the Unrestricted Global Security, which the Company shall have previously
otherwise made eligible for exchange with DTC, (ii) provide prior written
notice to all Holders of such exchange at least 10 calendar days prior to such
mandatory exchange, which notice must include the date of such exchange, the
CUSIP number of the relevant Restricted Global Security and the CUSIP number of
the Unrestricted Global Security into which such Holders’ beneficial interests
shall be exchanged, and (iii) on or prior to the date of such exchange,
deliver to the Trustee for authentication one or more Unrestricted Global
Securities, duly executed by the Company, in an aggregate principal amount
equal to the aggregate principal amount of Restricted Global Securities to be
exchanged.


 


(b)                                 As a condition to any such exchange
pursuant to this Section 2.7, the Company shall provide, and the Trustee
shall be entitled to rely upon, an Officers’ Certificate, in the form and
substance reasonably satisfactory to the Trustee to the effect that the Private
Placement Legend and the related restrictions on transfer are not required or
advisable in order to maintain compliance with the provisions of the Securities
Act.


 


(c)                                  Upon such exchange of beneficial
interests pursuant to this Section 2.7, the aggregate principal amount of
the Global Securities may be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depository, to reflect the
relevant increase or decrease in the principal amount of such Global Security
resulting from the applicable exchange.


 


12

















 


ARTICLE
THREE


 


OPTIONAL REDEMPTION OF 

THE NOTES


 


SECTION  3.1.
OPTIONAL REDEMPTION.


 


(a)                                  The Notes may be redeemed at the option
of the Company, as a whole or from time to time in part, at the times and at
the Redemption Price specified in the form of the Note attached hereto as Exhibit A.


 


ARTICLE
FOUR


 


REPURCHASE OF NOTES

UPON CHANGE OF CONTROL


 


SECTION  4.1.
REPURCHASE OF NOTES UPON A CHANGE OF CONTROL.


 


(a)                                  Upon a Change of Control, each holder of
the 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 the date of
repurchase.


 


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


 


(i)             that a Change of Control 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 the date of repurchase
(the “Change of Control Offer”),


 


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


 


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


 


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


 


(v)         that any Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after
the Repurchase Date,


 


(vi)      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,


 


13

















 


(vii)    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
telegram, telex, facsimile transmission or 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


 


(viii)    that Holders which elect
to have their Notes purchased only in part will be issued new Notes of the same
series in a principal amount equal to the unpurchased portion of the Notes
surrendered.


 


(c)                                  On the Repurchase Date, the Company shall
(i) accept for payment Notes 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 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 or portions thereof tendered to the
Company.


 


(d)                                 The Trustee shall promptly mail to the
Holders of the Notes so accepted payment in an amount equal to the purchase
price, and promptly authenticate and mail to such Holders a new Note of the
same series in a principal amount equal to any unpurchased portion of the Notes
surrendered. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Repurchase Date.


 


(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.


 


ARTICLE
FIVE


 


ADDITIONAL COVENANTS APPLICABLE TO THE 
NOTES


 


SECTION  5.1.
RESTRICTIONS ON SECURED DEBT.


 


(a)                                  If the Company shall incur, issue, assume
or guarantee any indebtedness for borrowed money represented by notes, bonds,
debentures or other similar evidences of indebtedness, secured by a mortgage,
pledge or other lien on any Principal Property or any capital stock or
indebtedness held directly by the Company of any Subsidiary of the Company, the
Company shall secure the Notes equally and ratably with (or prior to) such
indebtedness, so long as such indebtedness shall be so secured, unless after
giving effect thereto the aggregate amount of all such indebtedness so secured,
together with all Attributable Debt in respect of sale and leaseback
transactions involving Principal Properties, would not exceed 15% of the
Consolidated Net Assets of the Company.


 


(b)                                 The foregoing restriction shall not apply
to, and there shall be excluded in computing secured indebtedness for the
purpose of such restriction, indebtedness secured by (a) property of any
Subsidiary of the Company, (b) liens on property of, or on any shares of
stock or debt of, any corporation existing at the time such corporation becomes
a Subsidiary, (c) liens in favor of the Company or any Subsidiary, (d) liens
in favor of U.S. or foreign governmental


 


14

















 


bodies to secure partial,
progress, advance or other payments, (e) liens on property, shares of
stock or debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation), purchase money mortgages and
construction cost mortgages existing at or incurred within 180 days of the time
of acquisition thereof, (f) liens existing on the first date on which any
Note is authenticated by the Trustee, (g) liens under one or more credit
facilities for indebtedness in an aggregate principal amount not to exceed
$900,000,000 at any time outstanding, (h) liens incurred in connection
with pollution control, industrial revenue or similar financings, and (i) any
extension, renewal or replacement of any debt secured by any liens referred to
in the foregoing clauses (a) through (h), inclusive.


 


SECTION  5.2.
RESTRICTIONS ON SALES AND LEASEBACKS.


 


(a)                                  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 5.1
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
Notes, voluntarily retired by the Company within 180 days after such sale or
transfer; provided further that no retirement referred to in this clause (b) may
be effected by payment at maturity or pursuant to any mandatory sinking fund
payment or any mandatory prepayment provision.


 


ARTICLE
SIX


 


ADDITIONAL EVENTS OF DEFAULT APPLICABLE


TO THE NOTE


 


SECTION  6.1.
ADDITIONAL EVENTS OF DEFAULT.


 


(a)                                  Pursuant to Section 6.1 (f) of
the Indenture, an “Event of Default” shall be deemed to occur with respect to
the Notes if an event of default, as defined in any indenture or instrument
evidencing or under which the Company has as of the date of this Thirteenth
Supplemental 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


 


15

















 


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 the Trustee by the Company, by the holder or an agent of the holder of
any such indebtedness, by the trustee then acting under any indenture or other
instrument under which such default shall have occurred, or by the holders of
not less than 25% in the aggregate principal amount of the Notes at the time
outstanding; and provided further that if such default shall
be remedied or cured by the Company or waived by the holder of such indebtedness,
then the Event of Default described under this Thirteenth Supplemental
Indenture shall be deemed likewise to have been remedied, cured or waived
without further action on the part of the Trustee, any Holder of Notes or any
other person.


 


ARTICLE
SEVEN


 


MISCELLANEOUS PROVISIONS


 


SECTION  7.1.
RATIFICATION.


 


(a)                                  The Indenture, as supplemented by this
Thirteenth Supplemental Indenture, is in all respects ratified and confirmed.
This Thirteenth Supplemental Indenture shall be deemed part of the Indenture in
the manner and to the extent provided herein and therein.


 


SECTION  7.2.
COUNTERPARTS.


 


(a)                                  This Thirteenth Supplemental Indenture
may be executed in any number of counterparts each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.


 


16

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental
Indenture to be duly executed and attested, on the date or dates indicated in
the acknowledgments and as of the day and year first above written.


 


	
   

  	
  THE AES
  CORPORATION, as the Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Attest:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name :

  
	
   

  	
  Title:

  



 


 


	
   

  	
  WELLS FARGO
  BANK, N.A.,  as Trustee 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Attest:


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name :

  
	
   

  	
  Title:

  



 














 


Exhibit A


 


[FORM OF NOTE]*


 


[FACE OF NOTE]


 


THE AES CORPORATION.


 


8.00% Senior Note due 2020


 


CUSIP
No.


ISIN
No.


	
  No.

  	
  Principal Amount   $

  



 


THE AES CORPORATION, a Delaware corporation (the “Company”),
for value received promises to pay to               or registered assigns, the
principal sum of               Dollars
($             )
on June 1, 2020.


 


Interest Payment Dates: June 1 and December 1;
commencing December 1, 2008.


 


Record Dates: 
The fifteenth calendar day prior to each Interest Payment Date.


 


Reference is made to the further provisions of this
Note contained herein, which shall for all purposes have the same effect as if
set forth at this place


 






*  Add Private Placement Legend
to Initial Note and, if applicable, Global Security Legend.


 


A-1

















 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Authorized
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Authorized
  Signature

  



 


 


Dated:


 


 


Certificate
of Authentication


 


This is one of the 8.00% Senior Notes due 2020
referred to in the within-mentioned Indenture.


 


	
   

  	
  Wells Fargo Bank, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Authorized
  Signatory

  



 


A-2

















 


[REVERSE OF FORM OF NOTE]


 


THE AES CORPORATION


 


8.00% SENIOR NOTE DUE 2020


 


1.               Interest. THE AES CORPORATION, a Delaware corporation (the “Company,”
which definition shall include any successor thereto in accordance with the
Indenture (as defined below), promises to pay, until the principal hereof is
paid or made available for payment, interest on the principal amount set forth
on the reverse side hereof at a rate of 8.00% per  annum plus any
Additional Interest payable pursuant to the Registration Rights Agreement. All
references in this Note to “interest” shall mean and include any Additional
Interest. Interest on the Notes will accrue from and including the most recent
date to which interest has been paid or, if no interest has been paid, from May 19,
2008 through but excluding the date on which interest is paid. Interest shall
be payable in arrears on June 1 and December 1 of each year (each an “Interest
Payment Date”), commencing December 1, 2008. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on the Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.


 


2.               Method of Payment.
The Company will pay interest on the Notes (except defaulted interest) to the
Persons who are registered Holders of Notes at the close of business on the
fifteenth calendar day prior to each Interest Payment Date (each, a “Regular
Record Date”). Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. At the Company’s option, interest may be paid by check
mailed to the registered address of the Holder of this Note.


 


3.               Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A. (the “Trustee”) will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice.


 


4.               Indenture. The
Company issued the Notes under an Indenture dated as of December 8, 1998
between the Company and the Trustee as supplemented by the Ninth Supplemental
Indenture dated as of April 3, 2003 and the Thirteenth Supplemental
Indenture dated as of May 19, 2008 between the Company and the Trustee (said
Indenture, as so supplemented, the “Indenture”). This Note is one of an
issue of Securities of the Company issued under the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§
77aaa-77bbbb) as amended from time to time. The Notes are subject to all such
terms, and Holders of the Notes are referred to the Indenture and such Act for
a statement of them. Capitalized terms used herein and not otherwise defined
have the meanings set forth in the Indenture. The Notes are general unsecured
and unsubordinated obligations of the Company 


 


A-3

















 


ranking
pari passu with all of the Company’s unsecured and unsubordinated obligations.
The Company may, subject to the terms of the Indenture and applicable law,
issue Additional Notes under the Thirteenth Supplemental Indenture. The Notes
issued on May 19, 2008 and any additional Notes subsequently issued shall
be treated as a single class for all purposes of the Thirteenth Supplemental
Indenture. The Indenture limits the ability of the Company to incur certain
secured indebtedness and to enter into certain sale and leaseback transactions.


 


5.               Optional Redemption.
The Notes are subject to redemption upon not less than 30 nor more than 60 days
notice mailed to each holder of  Notes to
be redeemed at its address appearing in the Security Register, at any time
prior to maturity as a whole or in part, at the election of the Company at a
price (the “Redemption Price”) equal to the sum of (i) 100% of the
principal amount thereof plus accrued interest to the redemption date plus (ii) the
Make-Whole Amount, if any.


 


“Make-Whole Amount” means the excess, if any,
of (i) the aggregate present value as of the date of such redemption of
each dollar of principal being redeemed and the amount of interest (exclusive
of interest accrued to the redemption date) that would have been payable in
respect of such dollar if such prepayment had not been made, determined by
discounting, on a semiannual basis, such principal and interest at the
Reinvestment Rate (determined on the Business Day preceding the date of such
redemption) from the respective dates on which such principal and interest
would have been payable if such payment had not been made, over (ii) the
aggregate principal amount of the Notes being redeemed.


 


“Reinvestment Rate” means 0.50% (one-half of
one percent) plus the arithmetic mean of the yields under the respective headings
“This Week” and “Last Week” published in the Statistical Release under the
caption “Treasury Constant Maturities” for the maturity (rounded to the nearest
month) corresponding to the maturity of the principal being prepaid. If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purpose
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used.


 


“Statistical Release” means the statistical
release designated “H.15(519)” or any successor publication which is published
weekly by the Federal Reserve System and which establishes yields on actively
traded U.S. government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be
designated by the Company.


 


6.               Change of Control Offer.
Upon the occurrence of a Change of Control, 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 the date of
repurchase (subject to the right of the


 


A-4

















 


Holders of record on the relevant date to
receive interest due on the relevant interest payment date).


 


7.               Sinking Fund. No sinking
fund is provided for the Notes.


 


8.               Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000 thereafter. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay to it any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Notes or portion
of a Note selected for redemption, or transfer or exchange any Notes for a
period of 15 days before selection of such Notes to be redeemed.


 


9.               Persons Deemed Owners.
The registered holder of a Note may be treated as the owner of it for all
purposes.


 


10.         Unclaimed
Money. If money for the
payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent will pay the money back to the Company at its written request.
After that, Holders entitled to the money must look to the Company for payment
as general creditors unless an “abandoned property” law designates another
Person.


 


11.         Amendment, Supplement, Waiver. The Company
and the Trustee may, without the consent of the holders of any outstanding
Notes, amend, waive or supplement the Indenture or the Notes for certain
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies, maintaining the qualification of the Indenture under the
Trust Indenture Act of 1939 or making any other change that does not adversely
affect the rights of any Holder in any material respect. Other amendments and modifications of the
Indenture or the Notes may be made by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Securities of all series affected, subject to certain
exceptions requiring the consent of the Holders of the particular Securities.


 


12.         Successor
Corporation. When a
successor corporation assumes all the obligations of its predecessor under the
Notes and the Indenture and the transaction complies with the terms of Article 5
of the Indenture, the predecessor corporation, subject to certain exceptions,
will be released from those obligations.


 


13.         Defaults
and Remedies. Events of
Default are set forth in the Indenture. Subject to certain limitations in the
Indenture, if an Event of Default (other than an Event of Default specified in Section 6.1(d) or
(e) of the Indenture with respect to the Company) occurs and is
continuing, then the holders of not less than 25% in aggregate principal amount
of the outstanding Notes may, or the Trustee may, declare the principal of,
plus accrued interest, if any, to be due and payable immediately. If an Event
of Default specified in Section 6.1(d) or (e) of the Indenture
with respect to the Company occurs and is continuing, the principal of and
accrued interest on all of the 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


 


A-5

















 


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  Securities 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.


 


14.         Trustee
Dealing with Company. The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not Trustee.


 


15.         No
Recourse Against Others. A
director, officer, employee, stockholder or beneficiary, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Notes.


 


16.         Defeasance. The Indenture contains provisions (which
provisions apply to this Note) for defeasance at any time of (a) the
entire indebtedness of the Company in respect of this Note and (b) certain
restrictive covenants and Defaults and Events of Default, in each case upon
compliance by the Company with certain conditions set forth therein.


 


17.         Authentication. This Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this Note.


 


18.         Abbreviations. Customary abbreviations may be used in the
name of a Holder of Notes or an assignee, such as:  TEN COM (= tenants in common), TENANT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


19.         GOVERNING
LAW. THE INDENTURE AND THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


The Company will furnish to any Holder of Notes 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) 558-4879


Attention: 
Legal Department


 


A-6

















 


ASSIGNMENT FORM


 


If
you the holder want to assign this Note, fill in the form below and have your
signature guaranteed:


 


	
  I or we assign and transfer this Note to

  	
   

  	
   

  
	
   

  
	
   

  
	
  (Insert assignee’s social security or tax ID number) 

  	
   

  
				



 


	
   

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

  	
   

  	
   agent to transfer

  
	
  this Note on the books of the Company. The agent may substitute another
  to act for him.

  





 





 


	
  Date:

  	
   

  	
   

  	
  Your signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on 

  the other side of this  Note)

  



 


	
  Signature Guarantee:

  	
   

  



 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Securities Transfer
Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended


 


A-7

















 


OPTION OF HOLDER TO ELECT TO PURCHASE


 


	
  Wells Fargo Bank, N.A.

  	
  [Date]

  



Corporate
Trust Services

625 Marquette Avenue

MAC N9311-110

Minneapolis, MN. 55479

Attn: AES Corporation Administrator


 


Attention:


 


	
  Re:

  	
   

  	
  The AES Corporation

  
	
   

  	
   

  	
  8.00% Senior Notes due 2020 (the “Notes”)

  



 


The undersigned hereby elects to have [all] [a
portion of] its Notes purchased by the Company pursuant to Section 4.1 of
the Indenture.


 


If the undersigned elects to have only part of its
Notes purchased by the Company pursuant to Section 4.1 of the Indenture,
state the principal amount (in multiples of $1,000):


 


                          $           


 


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
    (Sign exactly as name

    appears on the other 

    side of this Security)

  



 


 


	
  Signature Guarantee:

  	
   

  
	
   

  	
  Participant in a recognized Signature Guarantee 

  Medallion Program (or other signature guarantor 

  program reasonably acceptable to the Trustee)

  



 


A-8

















 


[Check One]


 


	
  (1)

  	
  o

  	
  to the Company; or

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  o

  	
  pursuant to and in compliance with Rule 144A under the
  Securities Act; or

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  o

  	
  To an institutional “accredited investor” (as defined in
  Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that
  has furnished to the Trustee a signed letter containing certain
  representations and agreements (the form of which letter can be obtained from
  the Trustee); or

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  o

  	
  outside the United States to a Person that is not a U.S. Person in
  compliance with Rule 904 of Regulation S under the Securities Act; or

  
	
   

  	
   

  	
   

  
	
  (5) 

  	
  o 

  	
  pursuant to the exemption from registration provided by Rule 144
  under the Securities Act; or 

  
	
   

  	
   

  	
   

  
	
  (6) 

  	
  o 

  	
  pursuant to an effective registration statement under the Securities
  Act; or 

  
	
   

  	
   

  	
   

  
	
  (7)

  	
  o

  	
  pursuant to another available exemption from the registration
  requirements of the Securities Act;

  



 


and
unless the box below is checked, the undersigned confirms that such Security is
not being transferred to an “affiliate” of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an “Affiliate”):


 


o                                    The transferee is an Affiliate of the
Company.


 


Unless one of the items is checked, the Trustee
shall refuse to register any of the Notes evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided
that if box (3), (4), (5) or (7) is checked, the Company or the
Trustee may require, prior to registering any such transfer of the Notes, in
its sole discretion, such legal opinions, certifications (including an
investment letter in the case of box (3) or (4)) and other information as
the Trustee or the Company have reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.


 


A-9

















 


If
none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 2.6 of the Indenture shall have been
satisfied.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
    (Sign exactly as name 

    appears on the other 

    side of this Security)

  



 


 


	
  Signature Guarantee:

  	
   

  



 


 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE
IS CHECKED


 


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the
Securities Act and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  



 


A-10

















 


Exhibit B


 


Form of Certificate to be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors


 


[Date]


 


Attention:


 


Re:                               The AES Corporation

8.00% Senior Notes due 2020 (the “Notes”)


 


Ladies
and Gentlemen:


 


In connection with our proposed purchase of The AES
Corporation (the “Company”), we confirm that:


 


1.                                       We understand that any subsequent transfer of
the Notes is subject to certain restrictions and conditions set forth in the
indenture relating to the Notes and the undersigned agrees to be bound by, and
not to resell, pledge or otherwise transfer the Notes 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 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 or otherwise transfer any Notes
prior to the date which is two years after the original issuance of the Notes,
we will do so only (i) to the Company or any of their subsidiaries, (ii) inside
the United States in accordance with Rule 144A under the Securities Act to
a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act), (iii) inside the United States 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 the Trustee (as defined
in the Indenture relating to the Notes), a signed letter containing certain
representations and agreements relating to the restrictions on transfer of the
Notes and, if such transfer is in respect of any aggregate principal amount of
Notes of less than $250,000, also furnishes an opinion of counsel acceptable to
the Company that such transfer complies with the Securities Act, (iv) outside
the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (v) pursuant to the exemption from registration
provided 


 


B-1

















 


by
Rule 144 under the Securities Act (if available), or (vi) pursuant to
an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing any of the Notes from us a notice
advising such purchaser that resales of the Notes are restricted as stated
herein.


 


3.                                       We understand that, on any proposed resale of
any Notes, we will be required to furnish to the Trustee and the Company such
certification, legal opinions and other information as the Trustee 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 shall 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 their
investment, as the case may be.


 


5.                                       We are acquiring the Notes purchased by us
for our 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, and
we are not acquiring the Notes with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act.


 


6.                                       The principal amount of the Notes to which
this Certificate relates is $              .


 


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 proceeding or official
inquiry with respect to the matters covered hereby.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2

















 


Exhibit C


 


Form of Certificate to Be 

Delivered in Connection with 

Transfers Pursuant to Regulation S


 


	
  Wells Fargo Bank, N.A.

  	
  [Date]

  



Corporate
Trust Services

625 Marquette Avenue

MAC N9311-110

Minneapolis, MN. 55479

Attn: AES Corporation Administrator


 


Attention:


 


Re:                               The AES Corporation

8.00% Senior Notes due 2020 (the “Notes”)


 


In connection with our proposed sale of
$                  
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the U.S. Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, we
represent that:


 


1.                                       the offer of the Notes was not made to a
person in the United States;


 


2.                                       either (a) at the time the buy offer was
originated, the transferee was outside the United States or we and any person
acting on our behalf reasonably believed that the transferee was outside the
United States, or (b) the transaction was executed in, on or through the
facilities of a designated off-shore securities market and neither we nor any
person acting on our behalf knows that the transaction has been pre-arranged
with a buyer in the United States;


 


3.                                       no directed selling efforts have been made in
the United States in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S, as applicable;


 


4.                                       the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act; and


 


5.                                       we have advised the transferee of the
transfer restrictions applicable to the Notes.


 


C-1

















 


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. Terms used in this
certificate have the meanings set forth in Regulation S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


C-2