Exhibit 4.3


 


 





EXECUTION
COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


 


Dated
June 25, 2015


 


 


among


 


 


IPALCO
ENTERPRISES, INC.,


 


 


 


 


J.P.
MORGAN SECURITIES LLC

and

MORGAN STANLEY & CO. LLC


 


 




    	 



    	 



    

REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of June 25, 2015, among IPALCO Enterprises,
Inc., an Indiana corporation (the “Company”), J.P Morgan Securities LLC (“J.P. Morgan”),
Morgan Stanley & Co. LLC (“Morgan Stanley”) and each of the other initial purchasers named in Schedule
A to the Purchase Agreement (collectively, the “Initial Purchasers”) for whom J.P. Morgan and Morgan Stanley
are acting as the representatives (the “Representatives”).


 


This Agreement
is made pursuant to the Purchase Agreement, dated as of June 16, 2015, between the Company and the Initial Purchasers (the “Purchase
Agreement”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $405,000,000 principal
amount of the Company’s 3.45% senior secured notes due 2020 (the “Securities”). In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their
direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.


 


In consideration
of the foregoing, the parties hereto agree as follows:


 


1.Definitions.


 


As used in
this Agreement, the following capitalized defined terms shall have the following meanings:


 


“1933
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“1934
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Closing
Time” shall mean the Closing Time as defined in the Purchase Agreement.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the Company’s successors.


 


“Effectiveness
Deadline” shall have the meaning set forth in Section 2(d).


 


“Exchange
Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.


 




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“Exchange
Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on
another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.


 


“Exchange
Securities” shall mean securities issued by the Company under the Indenture containing terms substantially identical
to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Registrable
Securities pursuant to the Exchange Offer.


 


“Holder”
shall mean each Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and
direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that
for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include each Participating Broker-Dealer.


 


“Indenture”
shall mean the Indenture governing the Securities, dated as of June 25, 2015, between the Company and U.S. Bank National Association,
as trustee, and as the same may be amended from time to time in accordance with the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities;
provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the
1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed
to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage or amount.


 


“Participating
Broker-Dealer” shall have the meaning set forth in Section 4(a).


 


“Person”
shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus
as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering
of any portion of the


 




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Registrable
Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each
case including all material incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


“Registrable
Securities” shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities
(i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such
Securities shall have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities have been
sold to the public pursuant to Rule 144 or (iii) when such Securities shall have ceased to be outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. (“FINRA”)
registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for the Initial Purchasers in connection with blue sky qualification
of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with
this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of
counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers)
and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special
audits or “cold comfort” letters required by or incident to such performance and compliance, but excluding fees and
expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 




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“Representatives”
shall have the meaning set forth in the preamble.


 


“SEC”
shall mean the Securities and Exchange Commission.


 


“Securities”
shall have the meaning set forth in the preamble.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions
of Section 2(b) hereof which covers all of the Registrable Securities (but no other securities unless approved by the Holders
whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the
1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3 hereof.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a registration in which Registrable Securities
are sold to an Underwriter for reoffering to the public.


 


2.Registration
Under the 1933 Act.


 


(a)To the
extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its reasonable
best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until
the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC, and use its reasonable best efforts to have the Exchange Offer consummated on
or prior to the later of 30 business days after the date of effectiveness of the Exchange Offer Registration Statement or 30 days
after the Effectiveness Deadline. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus
and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:


 


(i)that
the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered
will be accepted for exchange;


 




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(ii)   the
dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the
“Exchange Dates”);


 


(iii)  that
any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights
under this Registration Rights Agreement;


 


(iv)  that
Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (a) surrender such
Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date and
(b) represent that, at the time of consummation of the Exchange Offer, (A) any Exchange Securities received by such Holder will
be acquired in the ordinary course of its business, (B) such Holder will have no arrangement or understanding with any person
to participate in the distribution of the Securities within the meaning of the 1933 Act, (C) if the Holder is not a broker-dealer
or is a broker-dealer but will not receive Exchange Securities for its own account in exchange for Securities, neither the Holder
nor any such other Person is engaged in or intends to participate in a distribution of the Exchange Securities and (D) that such
Holder is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company. If the Holder is a broker-dealer that will
receive Exchange Securities for its own account in exchange for Securities, it will represent and warrant that the Securities
to be exchanged for the Exchange Securities were acquired by it as a result of its market-making activities or other trading activities,
and will acknowledge that it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale
of such Exchange Securities. It is understood that, by acknowledging that it will deliver, and by delivering, a prospectus meeting
the requirements of the 1933 Act in connection with any resale of such Exchange Securities, the Holder is not admitting that it
is an “underwriter” within the meaning of the 1933 Act; and


 


(v)  that
Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending
to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram,
telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged.


 


As soon as
practicable after the last Exchange Date, the Company shall:


 


(i)accept
for exchange Registrable Securities or portions thereof validly tendered and not validly withdrawn pursuant to the Exchange Offer;
and


 




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(ii)  deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange
by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, an Exchange Security equal
in principal amount to the principal amount of the Registrable Securities validly tendered by such Holder and so accepted for
exchange.


 


The Company shall use its reasonable
best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act,
the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be
subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation
of the Staff of the SEC.


 


(b)  In the
event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available
or that the Exchange Offer may not be consummated as soon as practicable after the last Exchange Date because it would violate
applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer Registration Statement is not
declared effective on or prior to the Effectiveness Deadline or (iii) with respect to any Holder of Registrable Securities (A)
such Holder is prohibited by applicable law or SEC policy from participating in the Exchange Offer, or (B) such Holder may not
resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the
Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder,
or (C) such Holder is a broker-dealer and holds Securities acquired directly from the Company or one of its affiliates, then,
upon such Holder’s written request, the Company shall use its reasonable best efforts to cause to be filed as soon as practicable
after such determination, date or notice is given to the Company, as the case may be, a Shelf Registration Statement providing
for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective
by the SEC. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred
to in clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file and have declared effective
by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and
a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer. The Company
agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period of one
year or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or are no longer outstanding. The Company further agrees to supplement
or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder
for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and


 




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to use its
reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable
as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement
or amendment promptly after its being used or filed with the SEC.


 


(c)   The
Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


 


(d)   An Exchange
Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that,
if, after it has been declared effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement
or Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period
of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.
As provided for in the Indenture, in the event that (i) the Exchange Offer Registration Statement or Shelf Registration Statement
is not declared effective on or prior to 210 days after Closing Time (the “Effectiveness Deadline”), the annual
interest rate on the Securities will be increased by 0.50% from the Effectiveness Deadline until the Exchange Offer Registration
Statement or the Shelf Registration Statement is declared effective by the SEC; or, (ii) the Exchange Offer is not consummated
on or prior to the earlier of 30 business days after the date of effectiveness of the Exchange Offer Registration Statement or
30 days after the Effectiveness Deadline, the annual interest rate on the Securities will be increased by 0.50% until the Exchange
Offer is consummated. The annual additional interest rate on the Securities will not at any time exceed 0.50% notwithstanding
the Company’s failure to meet more than one of these requirements. If the Company requests Holders of Registrable Securities
to provide the information as described in Section 3(q), the Securities held by Holders who do not deliver such information to
the Company when so requested will not be entitled to any such increase in the interest rate. The additional interest payable
on the Securities described in this clause (d) shall be payable on the regular interest payment dates for the Securities.


 


(e)   Without
limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company
to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as
may be required to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.


 




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3.   Registration
Procedures.


 


In connection
with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall as expeditiously as possible:


 


(a)  prepare
and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by
the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such
Registration Statement to become effective and remain effective in accordance with Section 2 hereof;


 


(b)  prepare
and file with the SEC such amendments, including post-effective amendments, to each Registration Statement as may be necessary
to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current
during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;


 


(c)  in the
case of a Shelf Registration, furnish to each Holder of Registrable Securities, to the Initial Purchasers, to counsel for the
Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies
of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable
Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with
applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering
and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law;


 


(d)  use
its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue
sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with FINRA and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation
or as a dealer in securities in any jurisdiction where it would not


 




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otherwise be
required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to
taxation in any such jurisdiction if it is not so subject;


 


(e)  in the
case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial
Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement
has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority
of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
(iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company
receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration
Statement is effective which makes any statement made in such Registration Statement or the related Prospectus, in the case of
the Prospectus, in light of the circumstances under which they were made, untrue in any material respect or which requires the
making of any changes in such Registration Statement or Prospectus in order to make the statements therein, in the case of the
Prospectus, in light of the circumstances under which they were made, not misleading and (vi) of any determination by the Company
that a post-effective amendment to a Registration Statement would be appropriate;


 


(f)  make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the
earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order;


 


(g)  in the
case of a Shelf Registration, furnish to each Holder of Registrable Securities and any Underwriter participating in any disposition
pursuant to such Shelf Registration, to the extent requested, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless
requested);


 


(h)  in the
case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable
such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such
names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable
Securities;


 




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(i)  in the
case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best
efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading. The Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence
of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission;


 


(j)  a reasonable
time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment
or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus
after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the
Company as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any
amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus
or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers
and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously
been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall object, except for any amendment or supplement or document (a copy of which has
been previously furnished to the Initial Purchasers and its counsel (and, in the case of a Shelf Registration Statement, the Holders
and their counsel)) which counsel to the Company shall advise the Company in writing is required in order to comply with applicable
law;


 


(k)  obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement;


 


(l)  cause
the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection
with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and
the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with
the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;


 




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(m)  in the
case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities,
any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants
designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents
and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement;


 


(n)   in the
case of a Shelf Registration, use its reasonable best efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued by the Company are then listed if requested by the
Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;


 


(o)   use
its reasonable best efforts to cause the Exchange Securities to continue to be rated by two nationally recognized statistical
rating organizations (as such term is defined in Section 3(a)(62) of the 1934 Act), if the Registrable Securities have been rated;


 


(p)   if reasonably
requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus
supplement or post- effective amendment such information with respect to such Holder as such Holder reasonably requests to be
included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as
the Company has received notification of the matters to be incorporated in such filing; and


 


(q)   in the
case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including
those requested by the Majority Holders of the Registrable Securities being sold) in order to expedite or facilitate the disposition
of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent
possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference
or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company
(which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters
and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters
customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort” letters from the
independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary
of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such
letters to be in customary form and


 




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covering matters
of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable
Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with
any customary conditions contained in an underwriting agreement.


 


In the case
of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may
from time to time reasonably request in writing. The Company will not have any obligation to include in the Shelf Registration
Statement any Holder that does not deliver such information to the Company.


 


In the case
of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense)
all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering
such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend
the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which
the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from
and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions. The Company may give any such notice only twice during
any 365 day period and any such suspensions may not exceed 30 days for each suspension and there may not be more than two suspensions
in effect during any 365 day period


 


The Holders
of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in
an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers
(the “Underwriters”) that will administer the offering will be selected by the Majority Holders of the Registrable
Securities included in such offering.


 


4.   Participation
of Broker-Dealers in Exchange Offer.


 


(a) The
Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange
Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities
(a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the
1933 Act and must deliver a prospectus meeting


 




    	12



    	 



    

the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.


 


The Company
understands that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers
may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the 1933 Act.


 


(b)  In light
of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement
as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers,
in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that:


 


(i)   the
Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as
would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period
may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not
be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales
contemplated by this Section 4; and


 


(ii)   the
application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to
the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will
be in conformity with the reasonable request to the Company by the Initial Purchasers or with the reasonable request in writing
to the Company by one or more broker-dealers who certify to the Initial Purchasers and the Company in writing that they anticipate
that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf
Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only
with one entity representing the Participating Broker-Dealers, which shall be J.P. Morgan unless it elects not to act as such
representative, (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall
be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any,
“cold comfort” letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect
to each


 




    	13



    	 



    

subsequent
amendment or supplement, if any, effected during the period specified in clause (i) above.


 


(c)   The
Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that it may make pursuant
to Section 4(b) above.


 


5.     Indemnification
and Contribution.


 


(a)    The
Company agrees to indemnify and hold harmless (i) the Initial Purchasers, each Holder, (ii) each Person, if any, who controls
any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or
is under common control with, or is controlled by, any Initial Purchaser or any Holder (any such persons being hereinafter referred
to as a “controlling person”) and (iii) the affiliates (as such term is defined in Rule 501(b) under the 1933 Act,
each an “Affiliate”) and agents of any Initial Purchaser, Holder or any controlling person (any person referred
to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), from and against
all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by
an Indemnified Holder in connection with defending or investigating any such action or claim) incurred, arising out of or caused
by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment
thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or incurred, arising out of or caused by any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, or incurred, arising
out of or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or supplements thereto), or incurred, arising out of or caused
by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are incurred,
arising out of or caused by any such untrue statement or omission or alleged untrue statement or omission based upon information
relating to the Initial Purchasers or any Holder furnished to the Company in writing through the Representatives or any selling
Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to
the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration
Statement.


 


(b)    Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling
Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls
the Company, any Initial Purchasers and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section
20 of the 1934


 




    	14



    	 



    

Act to the
same extent as the foregoing indemnity from the Company to the Initial Purchasers and the Holders, but only with reference to
information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement
(or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).


 


(c)   In case
any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity
may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”)
shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying party”) in writing
and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay
the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel
or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel)
for the Initial Purchasers, all controlling persons of any Initial Purchaser and all Affiliates of any Initial Purchaser (b) the
fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers
who sign the Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act and (c) the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Holders, all controlling persons of any Holders and all Affiliates of any Holder and that all such fees
and expenses shall be reimbursed as they are incurred. In such case involving the Initial Purchasers, controlling persons of any
Initial Purchaser and all Affiliates of any Initial Purchaser, such firm shall be designated in writing by the Representatives.
In such case involving the Holders and such controlling persons of Holders and Affiliates of any Holder, such firm shall be designated
in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall
not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the


 




    	15



    	 



    

indemnified
party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.


 


(d)   If the
indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient
in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Company and the Indemnified Holders shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Indemnified Holders and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to
contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities
of such Holder that were registered pursuant to a Registration Statement.


 


(e)   The
Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 5, no Holder (and its related Indemnified Holders) shall be required
to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold
by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ respective obligations to contribute pursuant to this Section 5(e) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. The remedies
provided for in


 




    	16



    	 



    

this Section
5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law
or in equity.


 


The indemnity
and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf of any Indemnified Holder, or by or on behalf of
the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities
and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.   Miscellaneous.


 


(a)  No
Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into,
any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such
agreements.


 


(b)  Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained
the written consent of the Majority Holders of the outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any
departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented
to in writing by such Holder.


 


(c)  Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address
initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company,
initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c).


 


All such notices
and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged,
if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.


 




    	17



    	 



    

Copies of all
such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.


 


(d)  Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation
of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether
by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and
by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect
to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.


 


(e)  Purchases
and Sales of Securities. The Company shall not, and shall use its reasonable best efforts to cause its affiliates (as defined
in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities.


 


(f)   Third
Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on
the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.


 


(g)  Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(h)  Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)   Governing
Law. This Agreement shall be governed by the laws of the State of New York.


 


(j)   Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions contained herein shall not be affected or impaired thereby.


 




    	18



    	 



    

IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 











	 	 	IPALCO ENTERPRISES,  INC.	 
	 	 	 	 
	 	 	 	 
			 	By:	 /s/ Craig L. Jackson	 
	 	 	 	 	Name:	Craig L. Jackson	 
	 	 	 	 	Title:	Chief Financial Officer	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



 



    	 



    	 



    

Confirmed
and accepted as of

the date first above written:


 








	J.P.
                    MORGAN SECURITIES LLC





MORGAN
STANLEY & CO. LLC


 

 

By:J.P.
MORGAN SECURITIES LLC


 




	 
	 	 	 	 
	 	 	 	 
	By:	/s/
    Stephen L. Sheiner	 
	 	Name:	Stephen L. Sheiner	 
	 	Title:	Executive Director	 
	 	 	 	 


 



 


 











	

By:MORGAN
STANLEY & CO. LLC


 




	 
	 	 	 	 
	 	 	 	 
	By:	/s/
    Yurij Slyz	 
	 	Name:	Yurij Slyz	 
	 	Title:	Executive Director	 
	 	 	 	 


 






For
themselves and as Representatives of the other Initial Purchasers.