**Exhibit **99.1**
**Second Amendment Dated as of May 25, 2010 to Second Amended andRestated Receivables Sale Agreement Dated as of June 25, 2009**

This SecondAmendment (the “Amendment”), dated as of May 25, 2010, is entered into among IPLFunding Corporation (the “Seller”), Indianapolis Power & Light Company (the“Collection Agent”), Windmill Funding Corporation, a Delaware corporation(“Windmill”), the Liquidity Provider listed on the signature page hereof (the“Liquidity Provider”) and The Royal Bank of Scotland plc, as agent for Windmilland the Liquidity Provider (the “Agent”).

 Reference is hereby made to thatcertain Second Amended and Restated Receivables Sale Agreement, dated as of June25, 2009 (as amended, supplemented or otherwise modified through the datehereof, the “Sale Agreement”), among the Seller, the Collection Agent, Windmill,the Liquidity Provider and the Agent.  Terms used herein and not otherwisedefined herein which are defined in the Sale Agreement or the other TransactionDocuments (as defined in the Sale Agreement) shall have the same meaning hereinas defined therein. 

For good and valuable consideration, the receipt andadequacy of which are hereby acknowledged, the parties hereto hereby agree asfollows:             

 Section 1.     Upon execution by the parties hereto in thespace provided for that purpose below the Sale Agreement shall be, and it herebyis, amended as follows: 

(a)      The sixth sentence appearing inSection 1.3(a) of the Sale Agreement is hereby amended in its entirety and as soamended shall read as follows: 

During the pending of a Termination Event, theAgent may reallocate any outstanding Investment of the Liquidity Providers to aPrime Tranche.               

(b)      Clause (iv) of the defined term “EligibleReceivable Balance” appearing in Schedule I to the Sale Agreement is herebyamended in its entirety and as so amended shall read as follows:             

(iv)      (a) if the long term, unsecured, non-third party credit enhancedsenior indebtedness of the Originator is rated at least BBB- by S&P and Baa3 byMoody’s, the amount by which the Customer Deposit Amount exceeds 20% of theoutstanding principal balance of all Eligible Receivables or (b) otherwise, theCustomer Deposit Amount.               

(c)      Clause (d) of the defined term“Liquidity Termination Date” appearing in Schedule I to the Sale Agreement ishereby amended in its entirety and as so amended shall read as follows:              

(d)      May 24, 2011.              

(d)      Clause (b) of thedefined term “Prime Rate” appearing in Schedule I to the Sale Agreement ishereby amended in its entirety and as so amended shall read as follows:              

(b)      during the pending of a Termination Event, 3.00% forInvestment of a Liquidity Provider.               

(e)      A new defined term,“Customer Deposit Amount,” is hereby added to Schedule I to the Sale Agreementin the appropriate alphabetical order and shall read as follows: 

“CustomerDeposit Amount” means the amount of all deposits made by any Obligor with theOriginator or the Collection Agent with respect to any Receivables of suchObligors.              

Section 2.     The Sale Agreement, as amended andsupplemented hereby or as contemplated herein, and all rights and powers createdthereby and thereunder or under the other Transaction Documents and all otherdocuments executed in connection therewith, are in all respects ratified andconfirmed.  From and after the date hereof, the Sale Agreement shall be amendedand supplemented as herein provided, and, except as so amended and supplemented,the Sale Agreement, each of the other Transaction Documents and all otherdocuments executed in connection therewith shall remain in full force andeffect.              

Section 3.     This Amendment shall become effective oncethe Agent has received (i) executed counterparts of this Amendment,(ii) executed counterparts of the Fifth Amendment to Amended and RestatedPricing Letter, (iii)executed Second Amendment to Third Amended and RestatedFee Letter and (iv) executed counterparts of the Supplemental Fee Letter.             

Section 4.     This Amendment may be executed in two or morecounterparts, each of which shall constitute an original but both or all ofwhich, when taken together, shall constitute but one instrument.             

Section 5.     This Amendment shall be governed and construed in accordance withthe internal laws of the State of Illinois. 

In Witness Whereof, the parties havecaused this Amendment to be executed and delivered by their duly authorizedofficers as of the date first above written. 
THE ROYAL BANK OF SCOTLAND, PLC as the     Agent and as the Liquidity Provider       By: RBS SECURITIES INC., as		agent        By: /s/ David Viney    David Viney    *Managing Director*        Address:		540 West Madison Street    28th Floor    Chicago, Illinois 60661    Attention: Agent    Telephone: (312) 338-3491         WINDMILL FUNDING CORPORATION        By: /s/ Frank B. Bilotta    Frank B. Bilotta    *President*        Address:c/o Global 		Securitization Services, LLC    		68 South Service Road    		Suite 120    		Melville, New York  11747    		Attention:  Frank B. Bilotta    		Telephone:  (212) 302-8331    		Telecopy:  (212) 302-8767         		With a copy to:         		The Royal Bank of Scotland plc    		540 West Madison Street    		28th Floor    		Chicago, Illinois  60661    		Attention:  Windmill Administrator    		Telephone:  (312) 338-3491    		Telecopy:  (312) 338-0140         IPL FUNDING CORPORATION        By: /s/ Connie Horwitz    Connie Horwitz   ***Treasurer & Assistant Secretary*         INDIANAPOLIS POWER & LIGHT COMPANY        By: /s/ Connie Horwitz    Connie Horwitz    *Treasurer & Assistant Secretary*      **