Exhibit 4.1


 





FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE, dated as of
June 30, 2015 (this “Supplemental Indenture”), by and between IPALCO Enterprises, Inc., an Indiana corporation
(the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”),
to the Indenture, dated April 15, 2008, by and among the Company and the Trustee, pursuant to which the Company has $400 million
aggregate principal amount of 7.25% Senior Secured Notes due 2016 (the “Notes”) outstanding (the “Indenture”).


 


W I T N E S S E T H:


 


WHEREAS, Section 9.02 of the Indenture provides
that the Company and the Trustee may, with certain exceptions, amend the Indenture with respect to the Notes and the Notes with
the written consent of the Holders of a majority in principal amount of the outstanding Notes;


 


WHEREAS, the Company has distributed an
Offer to Purchase and Consent Solicitation Statement, dated June 16, 2015 (the “Offer to Purchase”), and accompanying
consent and letter of transmittal to the Holders of the Notes in connection with certain proposed amendments to the Indenture with
respect to the Notes as described in the Offer to Purchase (the “Proposed Amendments”);


 


WHEREAS, the Holders of at least a majority
in principal amount of the Notes currently outstanding have duly consented to the Proposed Amendments , and the Company has provided
to the Trustee evidence of the written consent of such Holders (the “Consents”), and in accordance with Sections 9.04
and Section 10.04 of the Indenture, has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating
that the execution of this Supplemental Indenture is permitted by the Indenture and that all conditions precedent to its execution
have been complied with, and that the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture,
and pursuant to Section 9.02 of the Indenture, the Company desires to execute and deliver this Supplemental Indenture, and has
requested and hereby directs that the Trustee join with it in the execution and delivery of this Supplemental Indenture; and


 


WHEREAS, the execution and delivery of this
Supplemental Indenture have been duly authorized by all necessary corporate action on the part of the Company and all conditions
and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with;


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the
Trustee mutually covenant and agree, for the benefit of each other and for equal and ratable benefit of the Holders of the Notes,
as follows:


 


 




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Article
1

AMENDMENTS


 


Section
1.01.Amendments to the Indenture and Notes.


 


(a)The
reference to “upon not less than 30 nor more than 60 days notice” in Section 3.01(a) of the Indenture is hereby deleted
and replaced with “upon not less than three Business Days’ notice”.


 


(b)Section
3.02(a) of the Indenture is hereby deleted and replaced with the following:


 


“If the Company elects to
redeem any Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering
an Officers’ Certificate on the date the notice of redemption is to be given to holders of Notes. If fewer than all of the
Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than three days after the date
of the notice of redemption is given to the Trustee, and, subject to applicable DTC procedures with respect to Global Notes, the
Trustee will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems appropriate,
in denominations of $1,000 principal amount and multiples thereof. The Trustee will notify the Company promptly of the Notes or
portions of Notes to be called for redemption. Notice of redemption must be sent by the Company or, at the Company’s request
in an Officers’ Certificate requesting that the Trustee give such notice together with the notice, by the Trustee in the
name and at the expense of the Company, to Holders whose Notes are to be redeemed on the date the notice of redemption is to be
given to holders of Notes.”


 


(c)The
following Sections of the Indenture, and any corresponding provisions in the Notes, are hereby deleted in their entirety and replaced
with “Intentionally Omitted.”:


 


	Section 4.03	Limitations on Liens

                                              

	Section 4.07	Repurchase of Notes Upon a Change of Control

                                  

	Section 5.01	Limitations on Merger, Consolidation, Sale, Lease or Conveyance


 


(d)Section
4.05 of the Indenture is hereby deleted and replaced with “The Company shall comply with Section 314(a)(4) of the TIA.”


 


(e)Section
4.06 of the Indenture is hereby deleted and replaced with “The Company shall comply with Section 314(a)(1) of the TIA.”


 


(f)Clauses
(iii) and (iv) of Section 6.01 of the Indenture are hereby deleted and replaced with “Intentionally Omitted.”


 


 




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(g)Any
definitions used exclusively in the provisions of the Indenture or Notes that are deleted pursuant to this ‎Section
1.01, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and
the Notes, and all references in the Indenture and the Notes to paragraphs, Sections, Articles or other terms or provisions of
the Indenture that are deleted pursuant to this ‎Section 1.01 or that have been
otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety.


 


Article
2

MISCELLANEOUS


 


Section 2.01.Effect of Supplemental
Indenture. From and after the Amendment Operative Date (as defined below), the Indenture shall be amended and supplemented
in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.


 


Section 2.02.Indenture Remains in
Full Force and Effect. Except as amended and supplemented by this Supplemental Indenture, all provisions in the Indenture shall
remain in full force and effect.


 


Section 2.03.References to Supplemental
Indenture. Any and all notices, requests, certificates and other instruments executed and delivered after the Amendment Operative
Date may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references
shall include this Supplemental Indenture unless the context requires otherwise.


 


Section 2.04.Conflict with Trust
Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA
that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA
shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental
Indenture, as the case may be.


 


Section 2.05.Separability. In
case any provision in this Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired thereby.


 


Section 2.06.Terms Defined in the
Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.


 


Section 2.07.Headings. The headings
of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of the Indenture and in no way modify or restrict any of the terms and provisions of this Supplemental Indenture.


 


 




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Section 2.08.Benefits of Supplemental
Indenture. Nothing in this Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the
parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes any benefit of any legal
or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.


 


Section 2.09.Successors. All
agreements of the Company in this Supplemental Indenture will bind its successors. All agreements of the Trustee in this Supplemental
Indenture will bind its successors.


 


Section 2.10.Trustee Not Responsible
for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency
of this Supplemental Indenture. The Trustee makes no representations and shall not be responsible in any manner whatsoever for
the Offer to Purchase, the recitals as to which are made solely by the Company and the Trustee assumes no responsibility for the
same.


 


Section 2.11.Certain Duties and Responsibilities
of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision
of the Indenture and the Notes relating to the conduct or affecting the liability or affording protection to the Trustee, whether
or not elsewhere herein so provided. The Company hereby confirms to the Trustee that this Supplemental Indenture has not resulted
in a material modification of the Notes for Foreign Accounting Tax Compliance Act (“FATCA”) purposes. The Company shall
give the Trustee prompt written notice of any material modification of the Notes deemed to occur for FATCA purposes. The Trustee
shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written
notice of such modification from the Company.


 


Section 2.12.Governing Law. This
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


Section 2.13.Duplicate Originals.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile
or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and
may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all purposes.


 


Section 2.14.Effectiveness. This
Supplemental Indenture shall become a binding agreement between the parties hereto when executed by the parties hereto. As


 






 


 




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used herein, the “Amendment Operative
Date”, which is the date that the Proposed Amendments shall be operative, shall mean the date and time that the Company accepts
the validly tendered Notes for purchase pursuant to, and subject to the conditions set forth in, the Offer to Purchase. If, after
the date hereof, either the Offer to Purchase is terminated or withdrawn or all payments in respect of the Notes accepted for payment
pursuant to the Offer to Purchase are not made as required by the Offer to Purchase, the Proposed Amendments shall have no effect
and the Indenture shall be deemed to be amended so that it reads the same as it did immediately prior to the date hereof. The Company
shall provide prompt written notice to the Trustee if it accepts the Notes for purchase and remits payment pursuant to the Offer
to Purchase, or if the Offer to Purchase is terminated or withdrawn or all payments in respect of the Notes accepted for payment
pursuant to the Offer to Purchase are not made. The Company shall cause Notes that have been purchased to be promptly delivered
to the Trustee for cancellation pursuant to Section 2.07 of the Indenture, and the Trustee is hereby authorized and directed to
cancel such Notes upon receipt.


 


Section 2.15.Further Instruments
and Acts. Upon request of the Company, the Trustee will execute and deliver such further instruments and do such further acts
as may be reasonably necessary or proper to carry out more effectively the purpose of this Supplemental Indenture.


 


[Signature Page Follows]


 


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first above written.


 


	IPALCO ENTERPRISES, INC

                     

	By:	/s/ Craig L. Jackson
	 	Name: Craig L. Jackson
	 	Title: Chief Financial Officer
	 	 



	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

                     

	By:	/s/ Lawrence M. Kusch
	 	Name: Lawrence M. Kusch
	 	Title: Vice President