Exhibit 4.7


 


 




 





THE AES
CORPORATION


 


as Issuer


 


AND


 


WELLS
FARGO BANK, N.A.


 


as
Trustee


 


 






 


ELEVENTH
SUPPLEMENTAL INDENTURE


 


Dated
as of October 15, 2007


 


TO


 


SENIOR
INDENTURE


 


Dated
as of December 8, 1998


 






 


 


7.75% Senior Notes due 2015




 





 

















 


The ELEVENTH SUPPLEMENTAL INDENTURE, is dated
as of this 15th day of October, 2007 (the “Eleventh 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 and
a Tenth 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
Eleventh 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 7.75% Senior Notes due 2015, 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 Eleventh Supplemental
Indenture;


 


WHEREAS, the Company desires and has
requested the Trustee to join with it in the execution and delivery of this Eleventh
Supplemental Indenture, and all requirements necessary to make this Eleventh
Supplemental Indenture a valid instrument, in accordance with its terms, and to
make the 7.75% Senior Notes due 2015, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the
Company have been satisfied; and


 


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 7.75% Senior Notes due 2015 and the terms, provisions and conditions
thereof, the Company covenants and agrees with the Trustee as follows:


 


2

















 


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 Eleventh 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 7.75% Senior Notes due 2015 issued in accordance with the
provisions hereof:


 


“Additional Notes” means any notes
issued under this Eleventh 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)


 


3

















 


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” shall have
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 7.75%
Senior Notes due 2015 (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 7.75% Senior
Notes due 2015 of the Company issued on October 15, 2007 and delivered under
this Supplemental Indenture.


 


“Issue Date” means October 15, 2007,
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 among the Company and Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.


 


“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
Opinion of Counsel with respect to whether any Security constitutes a
Restricted Security.


 


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


 


“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.


 


5

















 


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 Eleventh
Supplemental Indenture, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the
Indenture and this Eleventh 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 Section 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
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.


 


6

















 


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 $500.0 million, (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 $2,000 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)


 


SECTION  2.5. RESTRICTIVE LEGENDS.


 


(a)           Unless and until an
Initial Note 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, 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


 


7

















 


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


 


8

















 


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 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.


 


9

















 


(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.


 


(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


 


10

















 


(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 second 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(k) under
the Securities Act or any successor provision thereunder or (ii) the circumstance
contemplated by paragraph (c)(ii) of this Section 2.6 exists or (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.


 


(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 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.


 


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.


 


11

















 


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,


 


(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.


 


12

















 


(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.


 


13

















 


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 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


 


14

















 


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 Eleventh
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 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 Eleventh
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.


 


15

















 


ARTICLE SEVEN


 


MISCELLANEOUS PROVISIONS


 


SECTION  7.1. RATIFICATION.


 


(a)           The Indenture, as
supplemented by this Eleventh Supplemental Indenture, is in all respects
ratified and confirmed. This Eleventh 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 Eleventh
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 Eleventh 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:

  	
  /s/ VICTORIA
  HARKER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Victoria
  Harker

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ BRIAN
  MILLER

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brian Miller

  	
   

  	
   

  
	
   

  	
  Title:

  	
  (VP) General
  Counsel and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JEFFERY
  ROSE

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffery Rose

  	
   

  
	
   

  	
   

  	
  Title:  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ TIMOTHY
  P. MOWDY

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Timothy P. Mowdy

  	
   

  	
   

  
	
   

  	
  Title:   Asst.
  Secretary

  	
   

  	
   

  
										



 


17

















 


Exhibit A


 


[FORM OF NOTE]*


 


[FACE OF NOTE]


 


THE AES CORPORATION.


 


7.75% Senior Note due 2015


 


	
  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 October 15, 2015.


 


Interest
Payment Dates: April 15 and October 15; commencing April 15, 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:

  	
   

  	
   

  



 


A-2

















 


Certificate of
Authentication


 


This is one of the 7.75% Senior Notes due
2015 referred to in the within-mentioned Indenture.


 


 


	
   

  	
  Wells Fargo
  Bank, N.A., 

  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
				



 


A-3

















 


[REVERSE OF FORM OF NOTE]


 


THE AES CORPORATION


 


 


7.75% NOTE DUE 2015


 


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 7.75% 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 October 15, 2007
through but excluding the date on which interest is paid. Interest shall be
payable in arrears on October 15 and April 15 of each year (each an “Interest
Payment Date”), commencing April 15, 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 Eleventh Supplemental Indenture
dated as of October 15, 2007 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


 


A-4

















 


Indenture. The Notes are general unsecured and unsubordinated
obligations of the Company 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 Eleventh
Supplemental Indenture. The Notes issued on October 15, 2007 and any additional
Notes subsequently issued shall be treated as a single class for all purposes
of the Eleventh 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


 


A-5

















 


accrued and unpaid interest, if any, thereon to the date of repurchase
(subject to the right of the 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 $2,000 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


 


A-6

















 


any declaration or other act on the part of the Trustee or any Holder. Holders
of the Notes may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may require indemnity reasonably satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding  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-7

















 


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-8

















 


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

  
	
   

  	
  7.75% Senior Notes due 2015 (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)

  	
   

  



 


B-1

















 


[Check One]


 


	
  (1)

  	
  —

  	
  to the Company; or

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  —

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

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  —

  	
  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)

  	
  —

  	
  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)

  	
  —

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

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  —

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

  
	
   

  	
   

  	
   

  
	
  (7)

  	
  —

  	
  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.


 


B-2

















 


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:

  	
   

  	
   

  



 


B-3

















 


Exhibit B


 


Form of Certificate to be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors


 


[Date]


 


 


Attention:


 


Re:          The
AES Corporation

7.75% Senior Notes due 2015 (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

7.75% Senior Notes due 2015 (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