**Exhibit 99.1
**FIRST AMENDMENTDated as of June 25, 2009toRECEIVABLES PURCHASE AGREEMENTDated as of December 20, 1996**

THIS FIRST AMENDMENT  (the *“Amendment”*), dated as of June 25, 2009, is enteredinto between Indianapolis Power & Light Company (the *“Originator”*) and IPLFunding Corporation (the *“Company”*). 

Reference is hereby made to that certain Receivables Purchase Agreement, datedas of December 20, 1996 (as amended, supplemented or otherwise modified throughthe date hereof, the *“Purchase Agreement”*), between the Originator andthe Company.  Terms used herein and not otherwise defined herein which aredefined in the Purchase Agreement or the other Transaction Documents (as definedin the Receivables Sale Agreement) shall have the same meaning herein as definedtherein. 

For good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties hereto hereby agree as follows: 

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

(a)        Section 2.1 of the Purchase Agreement is hereby amended by insertingthe following new clauses (k), (l), (m) and (n) at the end thereof: 

(k)        *Accuracy of Exhibits.*  None of the Originator'sjurisdictions of organization, chief executive offices and principal places ofbusiness have changed within the past 12 months (or such shorter period as theOriginator has been in existence).  The Originator has been known by or used anycorporate, fictitious or trade name other than a name set forth of Exhibit D ofthe Receivables Sale Agreement.  Exhibit D of the Receivables Sale Agreementlists the federal employer identification numbers of the Originator.  

(l)         *Collections.*  The Originator has not granted any Person,other than the Company (and its assigns) as contemplated by this Agreement,dominion and control of any Post-Office Box or Collection Account, or the rightto take dominion and control of any such Post-Office Box or Collection Accountat a future time or upon the occurrence of a future event.  

(m)       *Sales by the Originator. * Each sale by the Originator to theCompany of an interest in Receivables and their Collections has been made inaccordance with the terms hereunder, including the payment by the Seller to theOriginator of the purchase price described hereunder.  Each such sale has beenmade for “reasonably equivalent value” (as such term is used in Section 548 ofthe Bankruptcy Code) and not for or on account of “antecedent debt” (as suchterm is used in Section 547 of the Bankruptcy Code) owed by the Originator tothe Company. 

(n)        *Post-Office Box Arrangements.*  The Originator has notgranted any interest in any Post-Office Box to any Person other than (i) theCompany and (ii) Persons whose interests therein have been terminated on orprior to the date hereof and, upon delivery to a Post-Office of the relatedPostal Direction Letters and Postal Powers of Attorney, the Company will havethe right to exercise exclusive ownership and control of the Post-Office Box atsuch Post-Office in accordance with the provisions of the related PostalDirection Letters and Postal Powers of Attorney. 

(b)        The following new section is hereby added to the Purchase Agreementat the end of Article IV: 

*Section 4.2.     Post Office Boxes and Collection Accounts.*  (a) The partieshereto acknowledge that certain Collections may be remitted by Obligors directlyto the Originator (at a field office or otherwise) or to any Post-Office  Box. The Originator agrees that it will instruct each of its employees that isresponsible for receiving any Collections that the Originator and such employee(i) are acting as servicer for the Company, (ii) owe a duty of due care to theCompany in all of their actions relating to the handling and deposit of suchCollections and (iii) are liable to the Company for breaches such duty of duecare. 

(b)        The Originator hereby agrees that each Post-Office Box shall bemaintained in the name of the Company. 

(c)        The Originator shall not establish new Collection Accounts into whichCollections are deposited unless such account is in the name of the Company. 

(d)        The Originator shall not (i) engage any Person other than RemittanceProcessing Services Inc. to give instructions with respect to the National CityBank Account into which Collections are deposited without the prior writtenconsent of the Agent; *provided,* that any successor to RemittanceProcessing Services Inc. shall agree to comply with the provisions of thisAgreement and the other Transaction Documents with respect to the handling ofCollections, or (ii) engage any Person to give instructions with respect to anyother bank accounts maintained at any other bank into which Collections aredeposited without the prior written consent of the Agent. 

(c)        The defined term *“Receivables Sale Agreement”* appearing inSchedule I of the Purchase Agreement is hereby amended in its entirety and as soamended shall read as follows: 

*“Receivables Sale Agreement”* means the Second Amended and RestatedReceivables Sale Agreement dated as of June 25, 2009, among the Originator, theCompany, The Royal Bank of Scotland plc, as Agent, Liquidity Providers partythereto and Windmill Funding Corporation. 

(d)        The following new defined term is hereby added to Schedule I of thePurchase Agreement in the appropriate alphabetical order: 

*“Post Office Box”*means any United States Postal Service post officebox into which Collections are deposited.  Each Post-Office Box shall be listedon Exhibit E and such exhibit shall include the number of such Post-Office Box,the address of such Post-Office Box, the address of the post office at whichsuch Post-Office Box is located. 

(e)        A new Exhibit E is hereby added to the Purchase Agreement in the formof Exhibit E attached hereto. 

*Section 2.*        The Purchase Agreement, as amended and supplementedhereby or as contemplated herein, and all rights and powers created thereby andthereunder or under the other Transaction Documents and all other documentsexecuted in connection therewith, are in all respects ratified and confirmed. From and after the date hereof, the Purchase Agreement shall be amended andsupplemented as herein provided, and, except as so amended and supplemented, thePurchase 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 once the Agenthas received executed counterparts of this Amendment. 

*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 inaccordance with the internal laws of the State of Indiana. 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed anddelivered by their duly authorized officers as of the date first above written 
   IPL FUNDING CORPORATION             By:    Name:    Title:          INDIANAPOLIS POWER & LIGHT COMPANY       By:    Name:    Title:          CONSENTED BY:         THE ROYAL BANK OF SCOTLAND PLC, as the              Agent and as the Liquidity Provider       By:      RBS SECURITIES INC., as agent        By:    Name:    Title:          Address:	c/o ABN AMRO Bank N.V.    540 West Madison Street    27th Floor    Chicago, Illinois  60661    Attention:  Agent    Telephone:  (312) 338-3491      
**EXHIBIT EPOST-OFFICE BOX**

P.O. Box 110Indianapolis, Indiana  46206**