Exhibit 4.6


 


 


THE AES CORPORATION


 


as Issuer


 


 


AND


 


 


WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION


 


 


as Trustee


 


 






 


NINTH SUPPLEMENTAL
INDENTURE


 


 


Dated as of April 3, 2003


 


 


TO


 


 


SENIOR INDENTURE


 


 


Dated as of December 8,
1998


 






 

















 


The Ninth Supplemental INDENTURE, is dated as of this
April 3, 2003 (the “Ninth 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 MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, as trustee (hereinafter sometimes referred to as the “Trustee” or “Wells Fargo”).


 


WHEREAS, the Company entered into a Senior Indenture
dated as of December 8, 1998, as may be amended or supplemented from time to
time (the “Indenture”) between the Company
and Bank One, National Association (formerly known as The First National Bank
of Chicago) (“Bank One”), to provide for the
future issuance of its senior debentures, notes or other evidences of
indebtedness 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, the Company executed and delivered 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 and an Eighth
Supplemental Indenture (the “Supplemental Indentures”),
each between the Company and Bank One, as trustee, providing for the issuance
of the Company’s 8.00% Senior Notes Due 2008, 9.50% Senior Notes Due 2009,
9.375% Senior Notes Due 2010, 8.75% Senior Notes Due 2002, 8.875% Senior Notes
Due 2011, 8.375% Senior Notes Due 20011, 8.75% Senior Notes Due 2008 and 7.375%
Remarketable or Redeemable Securities Due 2013, respectively, (collectively,
the “Senior Debt Securities”); and


 


WHEREAS, Bank One has subsequently assigned its rights
and obligations as trustee under the Indenture to Wells Fargo; and


 


WHEREAS, Section 9.2 of the Indenture provides that
the Indenture may be amended by the Company and the Trustee with the consent of
the holders of not less than a majority in aggregate principal amount of the
outstanding Securities of all series affected by such amendment (all such
series voting as a separate class), and


 


WHEREAS, holders of not less than a majority in
aggregate principal amount of the Senior Debt Securities have given and not
revoked their consent to the execution by the Company and the Trustee of the
amendment set forth in this Ninth Supplemental Indenture; and


 


2

















 


WHEREAS, all conditions and requirements necessary to make this Ninth
Supplemental Indenture a valid and binding instrument in accordance with its
terms and the terms of the Indenture have been satisfied.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants herein contained, the Company and the Trustee hereby
covenant and agree as follows:


 


SECTION 1.           Defined Terms. For all purposes of this Ninth Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, all capitalized terms defined herein and in the Indenture
or any of the Supplemental Indentures shall have the meanings assigned to them
herein. All capitalized terms not defined herein shall have the meanings
assigned to them in the Indenture. Unless otherwise expressly specified, all
references to a “Section” herein refer to a section
of this Ninth Supplemental Indenture.


 


SECTION 2.           Amendment Of Section 1.1 Of Indenture. Section 1.1 of the
Indenture is hereby amended by replacing the definition of “Material Subsidiary”
contained therein with the following definition:


 


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


 


SECTION 3.           Ratification. The Indenture, as supplemented by this Ninth
Supplemental Indenture, is in all respects ratified and confirmed. This Ninth
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent provided herein and therein.


 


SECTION 4.           Counterparts. This Ninth 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.


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused this Ninth
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/ BARRY J.
  SHARP

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Barry J. Sharp

  
	
   

  	
   

  	
   Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ LEITH MANN

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Leith Mann

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK MINNESOTA,

  
	
   

  	
  NATIONAL
  ASSOCIATION, as

  
	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  	
   

  	
   

  
	
   

  	
   Title:

  	
   

  	
   

  	
   

  
											



 


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