First Supplemental Indenture (2000)Full Document 

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                          FIRST SUPPLEMENTAL INDENTURE

                            dated as of March 1, 2000

                                       to

                                 TRUST INDENTURE

                            dated as of March 1, 2000

                                      among

                              AES RED OAK, L.L.C.,

                        THE BANK OF NEW YORK, as Trustee

                                       and

                    THE BANK OF NEW YORK, as Depositary Bank

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       830 MW (Net) Gas-Fired Combined Cycle Electric Generating Facility
               Borough of Sayreville, Middlesex County, New Jersey


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                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS...........................................................2

ARTICLE II THE TERMS OF THE BONDS...............................................2
   SECTION 2.1 TERMS OF 8.54% SENIOR SECURED BONDS SERIES A DUE 2019............2
   SECTION 2.2 TERMS OF 9.20% SENIOR SECURED BONDS SERIES B DUE 2029............2
   SECTION 2.3 TERMS OF BONDS ISSUED HEREUNDER IN GLOBAL FORM...................3
   SECTION 2.4 INTEREST, PRINCIPAL, MATURITY DATE AND REGULAR RECORD DATE.......4
   SECTION 2.5 REDEMPTION.......................................................5

ARTICLE III MISCELLANEOUS.......................................................5
   SECTION 3.1 EXECUTION OF SUPPLEMENTAL INDENTURE..............................5
   SECTION 3.2 CONCERNING THE TRUSTEE...........................................5
   SECTION 3.3 COUNTERPARTS.....................................................6
   SECTION 3.4 GOVERNING LAW....................................................6

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         FIRST SUPPLEMENTAL INDENTURE (the "FIRST SUPPLEMENTAL INDENTURE"),
dated as of March 1, 2000, to the Trust Indenture, dated as of March 1, 2000
(the "ORIGINAL INDENTURE"), among AES RED OAK, L.L.C., a Delaware limited
liability company (together with its successors and assigns, the "COMPANY"), its
principal office and mailing address being at 1001 North 19th Street, Arlington,
Virginia 22209, THE BANK OF NEW YORK (the "TRUSTEE"), its corporate trust office
and mailing address being at 101 Barclay Street, Floor 21W, New York, New York
10286, and THE BANK OF NEW YORK, as depositary bank (the "DEPOSITARY BANK"), its
office and mailing address being at 101 Barclay Street, Floor 21W, New York, New
York 10286.

                              W I T N E S S E T H:

         WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Original Indenture to provide for the issuance from time to time
of the Company's Bonds (as defined in the Original Indenture) to be issued in
one or more series;

         WHEREAS, Sections 2.1, 2.3 and 12.1 of the Original Indenture provide,
among other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the designation, form, terms and provisions of Bonds of any series
as permitted by Sections 2.1, 2.3 and 12.1 of the Original Indenture;

         WHEREAS, the Company (i) desires the issuance of two (2) series of
Bonds to be designated as hereinafter provided and (ii) has requested the
Trustee to enter into this First Supplemental Indenture for the purpose of
establishing the designation, form, terms and provisions of the Bonds of such
series;

         WHEREAS, all action on the part of the Company necessary to authorize
the issuance of said Bonds under the Original Indenture and this First
Supplemental Indenture (the Original Indenture, as supplemented by this First
Supplemental Indenture, being hereinafter called the "INDENTURE") has been duly
taken; and

         WHEREAS, all acts and things necessary to make said Bonds, when
executed by the Company and authenticated and delivered by the Trustee as
provided in the Original Indenture, the legal, valid and binding obligations of
the Company, and to constitute these presents a valid and binding supplemental
indenture according to its terms, have been done and performed, and the
execution of this First Supplemental Indenture and the creation and issuance
under the Indenture of said Bonds have in all respects been duly authorized, and
the Company, in the exercise of the legal right and power vested in it, executes
this First Supplemental Indenture and proposes to create, execute, issue and
deliver said Bonds;

         NOW, THEREFORE, in order to establish the designation, form, terms and
provisions of, and to authorize the authentication and delivery of, said Bonds,
and in consideration of the acceptance of said Bonds by the holders thereof and
of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


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                                    ARTICLE I

                                   DEFINITIONS

         Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Original Indenture.

                                   ARTICLE II

                             THE TERMS OF THE BONDS

         SECTION 2.1 TERMS OF 8.54% SENIOR SECURED BONDS SERIES A DUE 2019.

         (a) There is hereby created one (1) series of Bonds designated: 8.54%
Senior Secured Bonds Series A due 2019, in the aggregate principal amount of
$224,000,000 (the "SENIOR SECURED BONDS SERIES A"). Upon delivery of a Company
Order to the Trustee in accordance with the provisions of Section 2.4 of the
Original Indenture, the Trustee shall authenticate and deliver the Senior
Secured Bonds Series A. Such Company Order shall specify the amount of the
Senior Secured Bonds Series A to be authenticated and the date on which such

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