**Exhibit **99.1**
**Third Amendment Dated as of April 27, 2011 to Second Amended andRestated Receivables Sale Agreement Dated as of June 25, 2009**

This Third Amendment (the “Amendment”), dated as of April 27, 2011, 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 defined term “Eurodollar Rate”appearing in Schedule I to the Sale Agreement is amended in its entirety and asso amended shall read as follows: 

“Eurodollar Rate” means for a Eurodollar Tranche, the sum of (i)LIBOR for such Tranche Period, (ii) 2.00% and (iii) the Used Fee Rate (asdefined in the Fee Letter).               

(b)      The defined term “LiquidityTermination Date” appearing in Schedule I to the Sale Agreement is herebyamended in its entirety and as so amended shall read as follows:             

“Liquidity Termination Date” means the earliest of(i) the date of the occurrence of a Termination Event described in clause (b) ofthe definition of Termination Event, (ii) the date designated by the Agent tothe Seller at any time after the occurrence of any other Termination Event,(iii) the Business Day designated by the Seller with no less than five (5)Business Days' prior notice to the Agent and (iv) April 25, 2012.           

(c)      The defined term“Originator Credit Agreement” appearing in Schedule I to the Sale Agreement ishereby amended in its entirety and as so amended shall read as follows:

“Originator Credit Agreement” meansthat certain Credit Agreement, dated as of December 14, 2010 (as amended,restated, supplemented or otherwise modified from time to time) among theOriginator, as Borrower, the Lenders party thereto, PNC Bank, NationalAssociation, as Administrative Agent, PNC Capital Markets LLC, as SoleBookrunner and Sole Lead Arranger, Bank of America, N.A., as Syndication Agentand Union Bank, N.A., as Documentation Agent.

(d)      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:              

“Prime Rate” means, for anyperiod, the daily average during such period of (a) the greater of (i) thefloating commercial Dollar loan rate per annum of RBS (which rate is a referencerate and does not necessarily represent the lowest or best rate actually chargedto any customer by RBS) announced from time to time, changing as and when saidrate changes and (ii) the Federal Funds Rate plus 0.75% plus (b) during thependency of a Termination Event or Ratings Trigger Event, 2.00% plus the UsedFee Rate (as defined in the Fee Letter) for Investment of a Liquidity Provider.      

(e)      Clause (i) of the definedterm “Termination Event” appearing in Schedule I to the Sale Agreementis hereby amended in its entirety and as so amended shall read as follows: 

          (i) Theratio, determined as of the end of each fiscal quarter, of (x) Total Debt (asdefined in the Originator Credit Agreement) to (y) Consolidated TotalCapitalization (as defined in the Originator Credit Agreement) is greater than0.65 to 1.0.

(f)      Exhibit K to the SaleAgreement is hereby amended in its entirety and as so amended shall read as setforth on Exhibit K attached hereto.             

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 and theOriginator's consent to this Amendment,(ii) executed counterparts to the Fourth Amended and Restated Fee Letterand (iii) a one-time non-refundable renewal fee in the amount of $25,000.      

		Section 4.     By May 31, 2011, the Seller shalldeliver to the Agent a fully executed Lock-Box Letter, with respect to PNC Bank,National Association account number 4622342345 in form and substancesatisfactory to the Agent.

Section 5.     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 6.     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/ Michael Zappaterrini    Michael Zappaterrini    *Managing Director*              WINDMILL FUNDING CORPORATION        By: /s/ Jill A. Russo    Jill A. Russo    *Vice President*              IPL FUNDING CORPORATION        By: /s/ Connie Horwitz    Connie Horwitz   ***Treasurer & Assistant Secretary*      
**ACKNOWLEDGEMENT AND CONSENT**

The undersigned, Indianapolis Power & Light Company, has heretofore executedand delivered the Amended and Restated Indemnity agreement dated as of June 25,2009 (the “Indemnity”) and hereby consents to the Third Amendment to the SecondAmended and Restated Sale Agreement as set forth above and confirms that theIndemnity and all of the undersigned's obligations thereunder remain in fullforce and effect.  The undersigned further agrees that the consent of theundersigned to any further amendments to the Sale Agreement shall not berequired as a result of this consent having been obtained, except to the extent,if any, required by the Indemnity referred to above.  
    INDIANAPOLIS POWER & LIGHT COMPANY        By: /s/ Connie Horwitz    Connie Horwitz    *Treasurer & Assistant Secretary*     
**EXHIBIT K**
**LIST OF COLLECTION ACCOUNTS AND POST-OFFICE BOXES**
**COLLECTION ACCOUNTS**
PNC Bank,National Association                  A/C 4622342345 
HuntingtonNational Bank                          A/C 1400681219
Fifth ThirdBank                                            A/C 7652540944 
**POST-OFFICE BOX**
P.O. Box 110Indianapolis, Indiana  46206**