Exhibit 4.(e)


 




 





THE AES CORPORATION


 


AND


 


BANK ONE, NATIONAL ASSOCIATION 


 


(FORMERLY KNOWN AS THE FIRST NATIONAL BANK OF CHICAGO)


 


as Trustee


 


 






 


THIRD SUPPLEMENTAL INDENTURE


 


Dated as of
September 12, 2000


 


TO


 


SENIOR INDENTURE


 


Dated as of December 8,
1998


 






 


 


9.375% Senior Notes due 2010


 




 





 

















 


The Third Supplemental
INDENTURE, is dated as of this 12th day of September, 2000 (the “Third
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 BANK ONE, NATIONAL ASSOCIATION
(formerly known as THE FIRST NATIONAL BANK OF CHICAGO), a national banking
association, as trustee (hereinafter sometimes referred to as the “Trustee”).


 


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


 


WHEREAS, pursuant to the
terms of the Indenture, the Company desires to provide for the establishment of
a new series of its Securities to be known as its 9.375% Senior Notes due 2010
(said series being hereinafter referred to as the “Series C Senior Notes”), the
form and substance of such Series C Senior Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and this Third
Supplemental Indenture; and


 


WHEREAS, the Company
desires and has requested the Trustee to join with it in the execution and
delivery of this Third Supplemental Indenture, and all requirements necessary
to make this Third Supplemental Indenture a valid instrument, in accordance
with its terms, and to make the Series C Senior Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of the Company;


 


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


 

















 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


SECTION 1.1. TERMS DEFINED IN THE INDENTURE.


 


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


 


SECTION 1.2. CERTAIN DEFINITIONS.


 


The following definitions are hereby added to the
definitions contained in Section 1.1 of the Indenture, but only with respect to
the Series C Senior Notes-issued in accordance with the provisions
hereof:


 


“Attributable Debt” means the present value
(discounted at the rate of 9.375% per annum compounded monthly) of the
obligations for rental payments required to be paid during the remaining term
of any lease of more than 12 months.


 


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


 


“DTC” shall have the meaning provided in Section 2.1
hereof.


 


“Funded Debt” means indebtedness for borrowed money
having a maturity of, or by its terms extendible or renewable for, a period of
more than 12 months after the determination of the amount thereof.


 


“Principal Property” means any building, structure
or other facility (together with the land on which it is erected and fixtures
comprising a part thereof) used primarily for manufacturing, processing,
research, warehousing or distribution, owned or leased by the Company and
having a net book value in excess of 2% of Consolidated Net Assets, other than
any such building, structure or other facility or portion thereof which is a
pollution control facility financed by state or local governmental obligations
or which the principal executive officer, president and principal financial
officer of the Company determine in good faith is not of material importance to
the total business conducted or assets owned by the Company and its
Subsidiaries as an entirety.


 

















 


ARTICLE TWO


 


THE SERIES C SENIOR NOTES 


 


SECTION 2.1. FORM.


 


The Series C Senior Notes shall be substantially in
the form of Exhibit A hereto, which is a part of this Third Supplemental
Indenture, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by the Indenture and this Third
Supplemental Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers of the Company executing such Series C Senior Notes, as evidenced by their
execution of the Series C Senior Notes.


 


The Series C Senior Notes will initially be issued as
Registered Global Securities.


 


The Company initially appoints The Depository Trust
Company (“DTC”) and the Trustee to act as Depositary and custodian,
respectively, with respect to the Series C Senior Notes.


 


The Company initially appoints the Trustee to act as
Paying Agent and Registrar with respect to the Series C Senior Notes.


 


SECTION 2.2. DESIGNATION AND AMOUNT.


 


(a)        The Series C Senior Notes shall be
entitled the “9.375% Senior Notes due 2010” of the Company.


 


(b)        The Trustee shall authenticate and
deliver Series C Senior Notes for original issue on the date hereof in an
aggregate principal amount of $850,000,000. The aggregate principal amount of
Series C Senior Notes that may be authenticated and delivered under the
Indenture may not exceed the amount set forth in the foregoing sentence, except
for Series C Senior Notes that may be authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Series C
Senior Notes pursuant to Sections 2.7, 2.8, 2.10, 3.3 or 9.4 of the Indenture.


 


(c)        The Company may not issue new Series C
Senior Notes to replace Series C Senior Notes that it has paid or delivered to
the Trustee for cancellation.


 


SECTION 2.3. INTEREST.


 


Interest on the Series C Senior Notes shall be
payable in the amount, on the dates and in the manner provided for in the form
of the Series C Senior Note attached hereto as Exhibit A.


 


2

















 


SECTION 2.4. DENOMINATIONS.


 


The Series C Senior Notes shall be Registered
Securities in denominations of $1,000 or any integral multiple thereof.


 


SECTION 2.5. PLACE OF PAYMENT.


 


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


 


ARTICLE THREE


 


OPTIONAL REDEMPTION OF

THE SERIES C SENIOR NOTES


 


SECTION 3.1. OPTIONAL REDEMPTION.


 


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


 


ARTICLE FOUR


 


ADDITIONAL COVENANTS APPLICABLE

TO THE SERIES C SENIOR NOTES


 


SECTION 4.1. RESTRICTIONS ON SECURED DEBT.


 


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


 


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


 


3

















 


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


 


SECTION 4.2. RESTRICTIONS ON SALES AND LEASEBACKS.


 


The Company shall not enter into any sale and
leaseback transaction involving any Principal Property, the 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 4.1 hereof in
an amount equal to the Attributable Debt with respect to the sale and leaseback
transaction without equally and ratably securing the Series C Senior Notes or
(b) the Company, within 180 days after the sale or transfer by the Company,
applies to the retirement of its Funded Debt an amount equal to the greater of
(i) the net proceeds of the sale of the Principal Property sold and leased pursuant
to such arrangement or (ii) the fair market value of the Principal Property so
sold and leased as determined by the board of directors of the Company; provided that the amount to
be applied to the retirement of Funded Debt of the Company shall be reduced by
(A) the principal amount of any Series C Senior Notes delivered within 180 days after such sale or transfer to
the Trustee for retirement and cancellation, and (B) the principal amount of
Funded Debt, other than Series C Senior Notes, voluntarily retired by the
Company within 180 days after such sale or transfer; provided further that no
retirement referred to in this clause (b) may be effected by payment at
maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment
provision.


 


ARTICLE FIVE


 


ADDITIONAL EVENTS OF DEFAULT APPLICABLE

TO THE SERIES C SENIOR NOTE


 


SECTION 5.1. ADDITIONAL EVENTS OF DEFAULT.


 


Pursuant to Section 6.1 (f) of the Indenture, an
“Event of Default” shall be deemed to occur with respect to the Series C Senior
Notes if an event of default, as defined in any indenture or instrument
evidencing or under which the Company has as of the date of this Third
Supplemental Indenture or shall thereafter have outstanding any indebtedness,
shall happen and be continuing and either (a) such default results from the
failure to pay the principal of such indebtedness in excess of $50 million at
final maturity of such indebtedness or (b) as a result of such default the
maturity of such indebtedness shall have been accelerated so that the same
shall be or become due and payable prior to the date on which the same would
otherwise have become due and payable, and such acceleration shall not be
rescinded or annulled within 60 days and the principal amount of such
indebtedness, together with the principal amount of any


 


4

















 


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


 


ARTICLE SIX


 


MISCELLANEOUS PROVISIONS 


 


SECTION 6.1. RATIFICATION.


 


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


 


SECTION 6.2. COUNTERPARTS.


 


This Third 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.


 


5

















 


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


 


	
   

  	
  THE AES CORPORATION, as

  
	
   

  	
  the Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Luraschi

  
	
   

  	
   

  	
  Name:

  	
  WILLIAM
  R. LURASCHI

  
	
   

  	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  
	
   

  	
   

  	
   

  	
  AND
  SECRETARY

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: Senior
  VP

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NATIONAL ASSOCIATION

  (formerly known as THE FIRST NATIONAL

  BANK OF CHICAGO), as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary R. Fonti

  
	
   

  	
   

  	
  Name:

  	
  Mary R. Fonti

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael D. Pinzon

  	
   

  
	
   

  	
  Name: 

  	
  Michael D. Pinzon

  	
   

  
	
   

  	
  Title:
  

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  



 


6














 


EXHIBIT A


 


[FORM OF FACE OF SERIES C SENIOR NOTE]


 


[INSERT IF THE NOTE IS TO BE A REGISTERED GLOBAL SECURITY
- This Series C Senior Note is a Registered Global Security within the meaning
of the Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Series C Senior Note is
exchangeable for Series C Senior Notes registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture. Unless
and until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary.


 


Unless this Series C Senior Note is presented by an
authorized representative of The Depository Trust Company (55 Water Street, New
York, New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any Series C Senior Note issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.]


 


A-1

















 


	
  No.

  	
  CUSIP NO.: 00104C AA 6

  



 


$


 


9.375% SENIOR NOTE DUE 2010


 


 


THE
AES CORPORATION promises to pay


to
          or registered
assigns the


principal
sum of              Dollars
on

September 15, 2010.


 


Interest Payment Dates: March 15 and September 15 of
each year, commencing March 15, 2001


 


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


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


 


Dated: September 12, 2000 


 


Certificate of Authentication


 


This is one of the 9.375% Senior Notes due 2010
referred to in the within-mentioned Indenture.


 


	
   

  	
  Bank One, National Association (formerly known as

  The First National Bank of Chicago), as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


A-2

















 


[FORM OF REVERSE OF SERIES C SENIOR NOTE]


 


THE AES CORPORATION


 


9.375% SENIOR NOTE DUE 2010


 


1.     Interest.
THE AES CORPORATION, a Delaware corporation (the “Company,” which definition
shall include any successor thereto in accordance with the Indenture (as
defined below), promises to pay, until the principal hereof is paid or made
available for payment, interest on the principal amount set forth on the
reverse side hereof at a rate of 9.375% per  annum. Interest on
the Series C Senior Notes will accrue from and including the most recent date
to which interest has been paid or, if no interest has been paid, from
September 12, 2000 through but excluding the date on which interest is paid.
Interest shall be payable in arrears on March 15 and September 15 of each year
(each an “Interest payment Date”), commencing March 15, 2001. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.


 


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


 


3.     Paying
Agent and Registrar. Initially, Bank One, National Association (formerly
known as The First National Bank of Chicago) (the “Trustee”) will act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or co-Registrar
without notice.


 


4.     Indenture. The Company
issued the Series C Senior Notes under an Indenture dated as of December 8,
1998 between the Company and the Trustee as supplemented by the Third
Supplemental Indenture dated as of September 12, 2000 between the Company and the
Trustee (said Indenture, as so supplemented, the “Indenture”). This Series C Senior
Note is one of an issue of Securities of the Company issued under the
Indenture. The terms of the Series C Senior Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as amended from time to
time. The Series C Senior Notes are subject to all such terms, and Holders of
the Series C Senior Notes are referred to the Indenture and such Act for a
statement of them. Capitalized terms used herein and not otherwise defined have
the meanings set forth in the Indenture. The Series C Senior Notes are general
unsecured and unsubordinated obligations of the Company ranking pari passu with
all of the Company’s unsecured and unsubordinated obligations, limited in
aggregate principal amount to $850,000,000. The Indenture limits the ability of
the Company to incur certain secured indebtedness and to enter into certain
sale and leaseback transactions.


 


A-3

















 


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


 


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


 


“Reinvestment Rate” means 0.50% (one-half of one
percent) plus the arithmetic mean of the yields under the respective headings
“This Week” and “Last Week” published in the Statistical Release under the
caption “Treasury Constant Maturities” for the maturity (rounded to the nearest
month) corresponding to the maturity of the principal being prepaid. If no maturity
exactly corresponds to such maturity, yields for the two 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.     Mandatory
Redemption. No sinking fund is provided for the Series C Senior Notes.


 


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


 


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


 


A-4

















 


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


 


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


 


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


 


12.   Defaults
and Remedies. Events of Default are set forth in the Indenture. Subject to
certain limitations in the Indenture, if an Event of Default (other than an
Event of Default specified in Section 6.1(d) or (e) of the Indenture with
respect to the Company) occurs and is continuing, then the holders of not less
than 25% in aggregate principal amount of the outstanding Series C Senior Notes
may, or the Trustee may, declare the principal of, plus accrued interest, if
any, to be due and payable immediately. If an Event of Default specified in
Section 6.1(d) or (e) of the Indenture with respect to the Company occurs and is continuing, the
principal of and accrued interest on all of the Series C Senior Notes shall ipso  facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder. Holders of the Series C Senior Notes may not enforce the Indenture
or the Series C Senior Notes except as provided in the Indenture. The Trustee
may require indemnity reasonably satisfactory to it before it enforces the
Indenture or the Series C Senior Notes. Subject to certain limitations, Holders
of a majority in principal amount of the then outstanding Series C Senior Notes
may direct the Trustee in its exercise of any trust or power. The trustee may withhold from Holders of
the Series C Senior Notes notice of any continuing default (except a default in
payment of principal or interest or a failure to comply with Article 5 of the Indenture) if it determines in good
faith that withholding notice is in their interests. The Company must furnish
an annual compliance certificate to the Trustee.


 


13.   Trustee
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.


 


14.   No
Recourse Against Others. A director, officer, employee, stockholder or
beneficiary, as such, of the Company shall not have any liability for any
obligations of the


 


A-5

















 


Company under the Series C Senior Notes or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of the Series C Senior Notes by
accepting a Series C Senior Note waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Series C
Senior Notes.


 


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


 


16.   Authentication.
This Series C Senior Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Series C Senior Note.


 


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


 


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


 


The Company will furnish to any Holder of Series C
Senior Notes upon written request and without charge a copy of the Indenture.
Requests may be made to:


 


THE AES CORPORATION


1001 North 19th Street, Suite 2000


Arlington, Virginia 22209 


Telephone: (703) 522-1315 


Telecopy: (703) 528-4510


 


Attention: General Counsel


 


A-6

















 


ASSIGNMENT FORM


 


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


 


	
  I or we assign and transfer this Series C
  Senior Note to

  	
   

  
	
   

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

  	
   

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

  	
   

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

  
	
   

  
	
   

  
				



 


	
  Date:

  	
   

  	
   

  	
  Your signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on

  the other side of this Series C Senior

  Note)

  



 


	
  Signature Guarantee:

  	
   

  



 


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