Exhibit 4.2
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co., or such
other name as is requested by an authorized representative of DTC (and any
payment 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.
Unless and until it is exchanged in whole or in part for Notes in
definitive registered form, this certificate may not be transferred except as a
whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.
AES CHINA GENERATING CO. LTD.
10 1/8 % Notes Due 2006
$180,000,000
No. CUSIP No.: 000983AA4
AES China Generating Co. Ltd., a corporation organized under the laws
of Bermuda (the "Company"), promises to pay to Cede & Co., or registered
assigns, the principal sum of One Hundred Eighty Million United States dollars
(US$180,000,000) on December 15, 2006.
Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1
Additional provisions of this Note are set forth on the reverse hereof.
Such provisions shall for all purposes have the same effect as though fully set
forth at this place.
This Note shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.
IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer under its corporate
seal.
Date: December 19, 1996
AES CHINA GENERATING CO. LTD.
By:---------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION:
BANKERS TRUST COMPANY, as Trustee,
certifies that this is one
of the Notes
referred to in the Indenture.
By:-------------------------------
Authorized Signature
Reverse of Note
AES CHINA GENERATING CO. LTD.
10 1/8 % Notes Due 2006
(1) INDENTURE. The Note is one of a duly authorized issue of debt
securities (the "Notes") of the Company limited to $180,000,000 in aggregate
principal amount issued under an Indenture dated as of December 19, 1996 (the
"Indenture") among the Company and Bankers Trust Company, a New York banking
Corporation, as trustee (the "Trustee"). 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 ss.ss.77aaa-77bbbb) (the "TIA").
Capitalized terms used herein but not defined are used as defined in the
Indenture. The Notes are subject to all such terms, and Noteholders are referred
to the Indenture and the TIA for a statement of such terms.
(2) RANKING. The Notes rank at least pari passu in right of payment
with all existing and future unsecured Indebtedness of the Company.
(3) SECURITY AGREEMENT. As provided in the Security Agreement dated as
of December 19, 1996, among the Company, Bankers Trust Company, as Trustee, and
Bankers Trust Company, as collateral agent (the "Collateral Agent"), the
Company's obligations under the Indenture and the Notes are secured by a lien
on, and a security interest in, the Collateral granted in favor of the
Collateral Agent for the benefit of the Trustee on behalf of the Noteholders.
The rights of the Trustee in and to the Collateral are governed by the terms of
the Security Agreement.
(4) INTEREST. The Company promises to pay interest on the principal
amount of this Note at the rate per annum shown above. The Company will pay
interest semiannually on June 15 and December 15 of each year, commencing June
15, 1997, to Holders of record on June 1 and December 1 of each year,
respectively. Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from December 19,
1996. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months.
(5) 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 record date next preceding the interest payment
date even though Notes are canceled after the record date and on or before the
interest payment 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. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.
(6) PAYING AGENT, REGISTRAR. Initially, Bankers Trust Company, a New
York banking corporation, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice. The Company may act as
Paying Agent or Registrar.
(7) OPTIONAL REDEMPTION. Except as set forth in the following
paragraph, the Company may not redeem the Notes prior to December 15, 2001. On
and after such date, the Company may redeem the Notes at any time, in whole, or
from time to time in part, at the following redemption prices (expressed in
percentages of principal amount), plus accrued interest to the redemption date,
if redeemed during the 12-month period beginning December 15:
YEAR REDEMPTION PRICE
- ---- ----------------
2001 ....................................105.063%
2002 ....................................102.531%
2003 and thereafter ....................................100.000%
(8) OPTIONAL REDEMPTION FOR CHANGES IN WITHHOLDING TAXES. The Notes may
be redeemed, in whole but not in part, at the option of the Company, at any
time, at a redemption price equal to 100% of the principal amount at maturity
thereof, together with accrued and unpaid interest to the date fixed by the
Company for redemption, if as a result of any change in, or amendment to, the
laws or treaties (including any regulations or rulings promulgated thereunder)
of Bermuda or such other jurisdiction in which the Company is then organized, as
the case may be (or any political subdivision or taxing authority thereof or
therein), affecting taxation, or any change in official position regarding the
application, interpretation or administration of such laws, treaties,
regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction), which change, amendment, application, interpretation or
administration is announced or becomes effective on or after the Date hereof
with respect to any payment due or to become due under the Notes or the
Indenture, the Company is, or on the next interest payment date would be,
required to pay Additional Amounts on or in respect thereof.
(9) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder of
Notes to be redeemed at the address set forth for such Holder on the register
referred to in Section 2.03 of the Indenture. Unless the Company shall default
in payment of the redemption price plus accrued interest, on and after the
redemption date interest ceases to accrue on such Notes or portions of them
called for redemption. Notes in denominations larger than $1,000 may be redeemed
in part but only in whole multiples of $1,000.
(10) DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and whole multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Registrar need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption (except, in the case of a Note to be redeemed in part, the portion
thereof not to be redeemed) or for a period of 15 days before a selection of
Notes to be redeemed or 15 days before an interest payment date.
(11) CHANGE OF CONTROL OFFER. Upon a Change of Control Triggering
Event, the Company shall make an offer to purchase the Notes then outstanding at
a purchase price of not less that 101% of the principal amount thereof
(excluding any premium), plus accrued and unpaid interest to the date of
purchase.
(12) EXCESS PROCEEDS OFFER. To the extent of the balance of the Net
Available Cash after application thereof after certain Asset Sales in accordance
with the Indenture, the Company shall make an offer to purchase the Notes at a
purchase price of not less than 100% of the principal amount (excluding any
premium), plus accrued and unpaid interest to the date of purchase.
(13) SPECIAL PROCEEDS OFFER. The Company shall, within 30 days after
the occurrence of any Special Proceeds Event, cause all Special Proceeds with
respect to such Special Proceeds Event to be deposited into a Collateral Account
with the Collateral Agent and the Company shall, to the extent of the amounts on
deposit in the Special Proceeds collateral account, subject to certain
exceptions, make an offer to purchase the Notes at a purchase price of not less
that 101% of the principal amount (excluding any premium), plus accrued and
unpaid interest to the date of purchase.
(14) DEFEASANCE. Subject to certain conditions, the obligations under
the Notes and the Indenture may be terminated, at any time, if the Company
deposits with the Trustee money, U.S. Government Obligations or a combination
thereof for the payment of principal and interest on the Notes to redemption or
maturity, as the case may be.
(15) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes, except that interest (other than
defaulted interest) will be paid to the person that was the registered Holder on
the relevant record date for such payment of interest.
(16) AMENDMENTS AND WAIVERS. Subject to certain exceptions, (i) the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of a majority in principal amount of the Notes then outstanding; and
(ii) any existing default may be waived with the consent of the Holders of a
majority in principal amount of the Notes then outstanding. Without the consent
of any Noteholder, the Indenture or the Notes may be amended or supplemented to
cure any ambiguity, omission, defect or inconsistency, to provide for assumption
of Company's obligations to Noteholders, to provide for uncertificated Notes in
addition to or in place of certificated Notes (subject to certain conditions),
to provide for additional guarantees with respect to the Notes or to further
secure the Notes, to add additional covenants or surrender any of the Company's
rights, to comply with the requirements of the Commission in connection with
qualification under the TIA, to establish or maintain the Liens of the Security
Agreement or to make any change that does not adversely affect the rights of any
Noteholder.
(17) REMEDIES. If an Event of Default occurs and is continuing, the
Trustee or Holders of at least 25% in aggregate principal amount of the Notes
then outstanding may declare all the Notes to be due and payable immediately.
Noteholders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require an indemnity before it enforces the Indenture
or the Notes. Subject to certain limitations, Holders of a majority in principal
amount of the Notes then outstanding may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Noteholders notice of any
continuing default (except a Default in payment of principal or interest) if it
determines that withholding notice is in their interest. The Company must
furnish an annual compliance certificate to the Trustee.
(18) NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, 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 thereon or, in respect thereof. Each Noteholder 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.
(19) AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of an authorized signatory of the Trustee or an
authenticating agent thereof.
(20) ABBREVIATIONS. Customary abbreviations may be used in the name of
a Noteholder 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).
Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures the Company has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Noteholders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
THE COMPANY WILL FURNISH TO ANY NOTEHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE, WHICH HAS IN IT THE TEXT OF THIS NOTE.
REQUESTS MAY BE MADE TO: AES CHINA GENERATING CO. LTD., 9/F., ALLIED CAPITAL
RESOURCES BLDG., 32-38 ICE HOUSE STREET, CENTRAL, HONG KONG, ATTN.: CHIEF
FINANCIAL OFFICER.
- --------------------------------------------------------------------------------
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Insert assignee's soc. sec. or tax I.D. no.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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:------------------------ Signed:-------------------------------
(Sign exactly as your name
appears on the other side of
this Note)
Signature Guarantee:------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OPTION OF HOLDER TO ELECT PURCHASE FORM
If you wish to elect to have this Note purchased by the Company
pursuant to Section 3.08 or 3.12 of the Indenture, check this box: [ ]
If you wish to elect to have only part of this Note purchased by the
Company pursuant to Section 3.08 or 3.12 of the Indenture, state the amount:
$-----------------
*As set forth in the Indenture, any purchase pursuant to Section 3.08
or 3.12 is subject to proration in the event the offer is oversubscribed.
Date:------------------------ Signed:-------------------------------
(Sign exactly as your name
appears on the other side of
this Note)
Signature Guarantee:------------------------------------------------------------