Exhibit


EXECUTION COPY


NOTE PURCHASE AND COVENANTS AGREEMENT
by and among
INDIANAPOLIS POWER & LIGHT COMPANY
THE LENDERS PARTY HERETO
and
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
Relating to
$30,000,000
Indiana Finance Authority
Environmental Facilities Refunding Revenue Notes, Series 2015A
(Indianapolis Power & Light Company Project)
and
$60,000,000
Indiana Finance Authority
Environmental Facilities Refunding Revenue Notes, Series 2015B
(Indianapolis Power & Light Company Project)


Dated:  December 22, 2015


PNC CAPITAL MARKETS LLC is Sole Bookrunner and Sole Lead Arranger
BMO HARRIS BANK N.A. is Documentation Agent











TABLE OF CONTENTS
                    	
				
	 
	Page

	 

	ARTICLE I CERTAIN DEFINITIONS
	2

	1.1
	Certain Definitions
	2

	1.2
	Construction
	18

	1.3
	Accounting Principles
	19

	ARTICLE II PURCHASE OF NOTES; GUARANTY; FEES; PAYMENTS; 
	 

	 
	INCREASED CSTS
	19

	2.1
	Purchase of Notes
	19

	2.2
	[Reserved]
	21

	2.3
	Debt Service and Other Payments
	21

	2.4
	Fee Letter
	22

	2.5
	Payments and Computations
	22

	2.6
	Defaulting Lenders
	24

	2.7
	Evidence of Debt
	24

	2.8
	Obligations Absolute
	24

	2.9
	Increased Costs
	25

	2.10
	Taxes
	26

	2.11
	Indemnity
	30

	2.12
	Purchase of Notes; Closing Date Procedures
	30

	2.13
	Replacement of a Lender
	31

	2.14
	Designation of a Different Lending Office
	32

	2.15
	Classification as Loan
	32

	ARTICLE III REPRESENTATIONS AND WARRANTIES
	32

	3.1
	Organization and Qualification; Power and Authority; Compliance With
	32

	 
	Laws; Title to Properties; Event of Default
	33

	3.2
	Subsidiaries and Owners; Investment Companies
	33

	3.3
	Validity and Binding Effect
	33

	3.4
	No Conflict; Material Agreements; Consents
	33

	3.5
	Litigation
	34

	3.6
	Financial Statements
	34

	3.7
	Margin Stock
	34

	3.8
	Full Disclosure
	35

	3.9
	Taxes
	35

	3.10
	Patents, Trademarks, Copyrights, Licenses, Etc.
	35

	3.11
	Licenses, Registrations and Compliance with Laws
	35

	3.12
	Insurance
	35

	3.13
	ERISA Compliance
	36

	3.14
	Environmental Matters
	36

	3.15
	Solvency
	36

	3.16
	Pari Passu Indebtedness
	36













	
				
	3.17
	Anti-Terrorism Laws
	37

	3.18
	Issuer Documents
	37

	ARTICLE IV CONDITIONS PRECEDENT TO CLOSING AND FUNDING
	37

	4.1
	Conditions Precedent to Closing
	37

	ARTICLE V [reserved]
	38

	ARTICLE VI AFFIRMATIVE COVENANTS
	39

	6.1
	Preservation of Existence, Etc.
	39

	6.2
	Payment of Liabilities, Including Taxes, Etc.
	39

	6.3
	Maintenance of Insurance
	39

	6.4
	Maintenance of Properties and Leases
	39

	6.5
	Visitation Rights
	39

	6.6
	Keeping of Records and Books of Account
	40

	6.7
	Compliance with Laws
	40

	6.8
	Use of Proceeds
	40

	6.9
	Anti-Terrorism Laws; International Trade Law Compliance
	40

	6.10
	Compliance with Loan Documents
	40

	6.11
	Remedies under Indenture
	41

	ARTICLE VII NEGATIVE COVENANTS
	41

	7.1
	Liens
	41

	7.2
	Assumptions or Guaranties of Indebtedness
	42

	7.3
	Dissolution
	43

	7.4
	Sale of Assets
	43

	7.5
	Change in Nature of Business
	43

	7.6
	Sale and Leaseback
	43

	7.7
	Sale of Accounts
	43

	7.8
	Indebtedness
	43

	7.9
	Other Agreements
	44

	7.10
	Prepayment of Other Loans
	44

	7.11
	Change of Fiscal Year
	44

	7.12
	Subordination of Claims
	44

	7.13
	Dividends
	44

	7.14
	Financial Covenant
	44

	7.15
	Affiliates
	44

	7.16
	Investments and Acquisitions
	45

	7.17
	Certain Restrictions
	45

	7.18
	Reporting Requirements
	45

	ARTICLE VIII DEFAULT
	47

	8.1
	Events of Default
	47

	8.2
	Consequences of Event of Default
	49

	ARTICLE IX THE ADMINISTRATIVE AGENT
	51

	9.1
	Appointment and Authority
	51

	9.2
	Rights as a Lender
	51

	9.3
	Exculpatory Provisions
	51













	
				
	9.4
	Reliance by Administrative Agent
	52

	9.5
	Delegation of Duties
	52

	9.6
	Resignation of Administrative Agent
	52

	9.7
	Non-Reliance on Administrative Agent and Other Lenders
	53

	9.8
	No other Duties, etc.
	53

	9.9
	Administrative Agent's Fee
	53

	9.10
	No Reliance on Administrative Agent's Customer Identification Program
	53

	9.11
	Holders of Notes
	54

	ARTICLE  X MISCELLANEOUS
	54

	10.1
	Modifications, Amendments or Waivers
	54

	10.2
	No Implied Waivers; Cumulative Remedies
	55

	10.3
	Expenses; Indemnity; Damage Waiver
	55

	10.4
	[Reserved]
	56

	10.5
	Notices; Effectiveness; Electronic Communication
	56

	10.6
	Severability
	57

	10.7
	Duration; Survival
	57

	10.8
	Successors and Assigns
	58

	10.9
	Confidentiality
	61

	10.10
	Counterparts; Integration; Effectiveness
	61

	10.11
	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF
	 

	 
	VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
	62

	10.12
	USA Patriot Act Notice
	63













SCHEDULES
SCHEDULE 1.1(A)        -    PRICING GRID
		
	SCHEDULE 1.1(B)
	-    COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES


SCHEDULE 3.1        -    QUALIFICATIONS TO DO BUSINESS
SCHEDULE 3.2        -    SUBSIDIARIES
SCHEDULE 3.5        -    LITIGATION
SCHEDULE 3.14        -    ENVIRONMENTAL DISCLOSURES
SCHEDULE 4.1(a)        -    FORM OF OPINION OF COUNSEL
SCHEDULE 7.16        -    EXISTING INVESTMENTS


EXHIBITS
EXHIBIT 1.1(A)    -    ASSIGNMENT AND ASSUMPTION AGREEMENT
		
	EXHIBIT 2.10(g)(A)
	-    U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


		
	EXHIBIT 2.10(g)(B)
	-    U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


		
	EXHIBIT 2.10(g)(C)
	-    U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


		
	EXHIBIT 2.10(g)(D)
	-    U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


EXHIBIT 7.18(c)    -    QUARTERLY COMPLIANCE CERTIFICATE











NOTE PURCHASE AND COVENANTS AGREEMENT
This NOTE PURCHASE AND COVENANTS AGREEMENT (as hereafter amended, the "Agreement") is dated December 22, 2015, and is made by and among INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation (the "Borrower"), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent").  PNC CAPITAL MARKETS LLC is Sole Bookrunner and Sole Lead Arranger (hereinafter referred to in such capacity as the "Lead Arranger").  BMO HARRIS BANK N.A. is Documentation Agent (hereinafter referred to in such capacity as the "Documentation Agent").
Background
1.Indiana Finance Authority (the "Issuer") is issuing as of the date hereof its Environmental Facilities Refunding Revenue Notes, Series 2015A (Indianapolis Power & Light Company Project), in the original aggregate principal amount of $30,000,000 (the "2015A Notes") and its Environmental Facilities Refunding Revenue Notes, Series 2015B (Indianapolis Power & Light Company Project), in the original aggregate principal amount of $60,000,000 (the "2015B Notes", and together with the 2015A Notes, the "Notes").
2.    The 2015A Notes and 2015B Notes are being issued pursuant to a Trust Indenture dated as of December 1, 2015 (the "Indenture") by and between the Issuer and U.S. Bank National Association, as trustee (the "Trustee").
3.    The proceeds of the 2015A Notes are being loaned to the Borrower pursuant to a Loan Agreement dated as of December 1, 2015 (the "Loan Agreement") to refund the Indiana Finance Authority 4.90% Environmental Facilities Refunding Revenue Bonds (Indianapolis Power & Light Company Project) $30,000,000 Series 2009B (the "2015A Project").
4.    The proceeds of the 2015B Notes are being loaned to the Borrower pursuant to the Loan Agreement to refund the Indiana Finance Authority 4.90% Environmental Facilities Refunding Revenue Bonds (Indianapolis Power & Light Company Project) $60,000,000 Series 2009C (the "2015B Project").
5.    The Borrower has requested that the Lenders purchase and hold the Notes until December 22, 2020.
6.     In order to induce the Lenders to purchase and hold the Notes (and for the Administrative Agent, at the request of the Lenders, to hold the Notes for the benefit of the Lenders), the Borrower has agreed to execute and deliver to the Administrative Agent and the Lenders the Agreement and any related agreements, undertakings, instruments and documents.
7.    This Agreement constitutes the "Note Purchase and Covenants Agreement" as defined in the Indenture.
NOW, THEREFORE, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, and in order to induce the Lenders 









to enter into this Agreement and to purchase and hold the Notes (and to induce the Administrative Agent to hold the Notes for the benefit of the Lenders), the parties hereto covenant and agree as follows in this Agreement.
ARTICLE I 
CERTAIN DEFINITIONS
1.1    Certain Definitions.  In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:
Acquisition shall mean any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation, partnership or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.
Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.
Administrative Agent's Fee shall have the meaning specified in Section 9.9 [Administrative Agent's Fee].
Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any common equity interests of such Person, or (iii) 10% or more of any common equity interests of which is beneficially owned or held, directly or indirectly, by such Person.  
Agreement shall mean this Note Purchase and Covenants Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Alternate LIBOR Index Rate means, a per annum rate of interest established on each Computation Date equal to (x) the product of (a) (i) the Applicable Margin plus (ii) the Base Rate multiplied by (b) the Applicable Factor.  For the avoidance of doubt the calculation of the Alternate LIBOR Index Rate is represented mathematically as follows:  ((Applicable Margin + Base Rate) x Applicable Factor).  The Alternate LIBOR Index Rate shall be rounded upward to the third decimal place.  The Administrative Agent's determination of the Alternate LIBOR Index Rate, and its calculation of the amount of interest due for any period, shall be final and binding in the absence of manifest error.
Alternate Taxable LIBOR Index Rate means, a per annum rate of interest established on each Computation Date equal to (a) the Applicable Margin plus (b) the Base Rate.  For the avoidance of doubt the calculation of the Alternate Taxable LIBOR Index Rate is represented mathematically as follows:  Applicable Margin + Base Rate.  The Alternate Taxable LIBOR Index Rate shall be rounded upward to the third decimal place.  The Administrative Agent's determination of the Alternate Taxable LIBOR Index Rate, and its calculation of the amount of interest due for any period, shall be final and binding in the absence of manifest error.
Anti-Terrorism Laws shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.
Applicable Factor means, (a) with respect to the 2015A Notes, 67%, and (b) with respect to the 2015B Notes, 67%.
Applicable Margin shall mean the percentage rate per annum based on the senior unsecured long-term debt ratings of the Borrower then in effect according to the pricing grid on Schedule 1.1(A) below the heading "Applicable Margin." 
Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 10.8[Successors and Assigns], in substantially the form of Exhibit 1.1(A).
Authorized Officer shall mean, (a) with respect to the Borrower, the Chairman, the President and Chief Executive Officer, any Vice President, the Chief Financial Officer, the Controller, the Treasurer, the Assistant Treasurer, the General Counsel and Secretary, or such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Borrower required hereunder, and (b) with respect to the Issuer, the Chair, Vice Chair or Public Finance Director of the State of Indiana.  The Borrower and Issuer may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.
Bank Documents shall mean, and include this Agreement, the Fee Letter, the 2015A Notes, the 2015B Notes, any appropriate financing statements, and any other agreements, undertakings, instruments or documents setting forth obligations of Borrower related to any of the foregoing, and any amendment, modification or supplement from time to time, to any of the foregoing.
Bank Purchase Date means (a) with respect to the 2015A Notes, (i) the Initial Bank Purchase Date, and (ii) on and after the Initial Bank Purchase Date, the date designated by the Borrower by notice to the Trustee pursuant to Section 3.07 of the Indenture, and (b) with respect to the 2015B Notes, (i) the Initial Bank Purchase Date, and (ii) on and after the Initial Bank Purchase Date, the date designated by the Borrower by notice to the Trustee pursuant to Section 3.07 of the Indenture. 
Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Open Rate, plus 0.5%, and (b) the Prime Rate, and (c) the Daily LIBOR Rate, plus 100 basis points (1.0%).  Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.
Borrower has the meaning assigned in the first paragraph of this Agreement.
Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania or the city in which the designated corporate trust office of the Trustee is located, and if the applicable Business Day relates to the Notes, such day must also be a day on which dealings are carried on in the London interbank market.
Capital Lease shall mean, as to any Person, a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Accounting Standards Committee - Leases. Topic 840 (formerly, the Financial Accounting Standards Board Statement No. 13), as amended from time to time, or, if such statement is not then in effect, such statement of GAAP as may be applicable, recorded as a "capital lease" on the balance sheet of the Borrower prepared in accordance with GAAP.
Cash Equivalent and Short-Term Investments shall mean:  (a) obligations of, or unconditionally guaranteed by, the United States of America; (b) obligations issued or guaranteed by any person controlled or supervised by and acting as an instrumentality of the United States of America pursuant to authority granted by the Congress of the United States of America; (c) negotiable or non-negotiable certificates of deposit and time deposits issued by any bank, trust company or national banking association, including the Administrative Agent, having total assets in excess of one (1) billion Dollars and which has combined capital, surplus and undivided profits of at least $25,000,000; (d) commercial paper of the quality rated on the date of purchase at "A-1" by S&P or "P-1" by Moody's purchased directly or through recognized money market dealers; (e) municipal obligations the interest on which is excluded from the gross income of the owners thereof for federal tax purposes under Section 103 of the Code, if rated on the date of purchase in one of the two highest rating categories of either Moody's or S&P; (f) any repurchase agreement secured by any one or more of the foregoing; (g) any repurchase agreement or guaranteed investment contract from a bank or insurance company rated on the date of purchase in one of the two highest rating categories of either Moody's or S&P and secured by any one or more of the foregoing with collateral equal or greater than 102% of the principal amount originally invested valued on a weekly basis; (h) units or shares of a Qualified Regulated Investment Company which invests solely in obligations described in clause (e) above; for purposes of this clause (h) a Qualified Regulated Investment Company means a qualified regulated investment company as defined by the Internal Revenue Service including any regulated investment company (as defined in Section 851(a) of the Code) which, (i) for the taxable year, meets the requirements of Section 852(a) of the Code, (ii) has authorized and outstanding only one class of units or shares and (iii) to the extent practicable invests all of its assets in tax-exempt bonds, or the weighted average value of its assets is represented by investments in tax-exempt bonds; and (i) money market funds which funds are rated on the date of purchase in one of the two highest rating categories of either Moody's or S&P.
Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any Law, (ii) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (y) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.
CIP Regulations shall have the meaning specified in Section 9.10 [No Reliance on Administrative Agent's Customer Identification Program].
Closing Date shall mean December 22, 2015.
Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, and judicial interpretations thereof, as from time to time in effect.
Commitment shall have the meaning assigned to such term in Section 2.12(a) [Commitments].
Commodity Hedge shall mean commodity hedge or similar hedging agreements entered into by the Borrower in the ordinary course of business and not for speculative purposes.
Compliance Certificate shall have the meaning specified in Section 7.18(c) [Certificate of the Borrower].
Computation Date means two Business Days prior to the commencement of each Interest Period.
Connection Income Taxes shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Consolidated Total Capitalization shall mean at any time the sum of Total Debt and Total Capital, each calculated at such time.
Covered Entity shall mean the Borrower, each of Borrower’s Subsidiaries.
Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day.  Notwithstanding the foregoing, if the Daily LIBOR Rate as determined above would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement.
Defaulting Lender shall mean any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Commitment, (ii) pay over to the Administrative Agent or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender's good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within two Business Days after request by the Administrative Agent or the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent's or the Borrower's receipt of such certification in form and substance satisfactory to the Administrative Agent or the Borrower, as the case may be, (d) has become the subject of a Bankruptcy Event or (e) has failed at any time to comply with the provisions of Section 2.5(e) [Sharing of Payments by Lenders] with respect to purchasing participations from the other Lenders, whereby such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders.
As used in this definition, the term "Bankruptcy Event" means, with respect to any Person, such Person or such Person's direct or indirect parent company becoming the subject of a bankruptcy or insolvency proceeding, or having had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person's direct or indirect parent company by an Official Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Official Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
Default Rate with respect to any Obligation shall mean 2% over the Base Rate.
Documentation Agent has the meaning assigned in the first paragraph of this Agreement.  
Dollar, Dollars, U. S. Dollars and the symbol $ shall mean lawful money of the United States of America.
Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and foreign Laws (including common law), constitutions, statutes, treaties, regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health from exposure to regulated substances; (iii) protection of the environment and/or natural resources; (iv) employee safety in the workplace; (v) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or release or threat of release of regulated substances; (vi) the presence of contamination; (vii) the protection of endangered or threatened species; and (viii) the protection of environmentally sensitive areas.
ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.
ERISA Affiliate shall mean, at any time, any trade or business (whether or not incorporated) under common control with the Borrower and are treated as a single employer under Section 414 of the Code.
ERISA Event shall mean (a) a reportable event (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension Plan, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is, or is expected to be, "insolvent" (within the meaning of Section 4245 of ERISA), in "reorganization" (within the meaning of Section 4241 of ERISA); (d) a determination that any Pension Plan is, or is expected to be, in "at risk" status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the imposition of any material liability under Title IV of ERISA, other than for ordinary funding obligations and PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate; (h) the occurrence of an act or omission which could give rise to the imposition on the Borrower or an ERISA Affiliate of material fines, penalties, taxes or related charges under Chapter 43 of the Code or under Sections 406, 409, 502(c)(i) or (l), or 4071 of ERISA in respect of any Plan; or (i) the failure of any “welfare benefit plan” (as described in Section 3(1) of ERISA) sponsored or maintained by the Borrower or any ERISA Affiliate that provides insured medical benefits, to satisfy the non-discrimination requirements of Section 105 of the Code.
ERISA Group shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Code.
Event of Default shall mean any of the events or conditions described in Section 8.1 [Events of Default].
Event of Taxability means, (a) with respect to the 2015A Notes, if as the result of any act or failure to act, or use of the 2015A Note financed or refinanced property or the proceeds of the 2015A Notes, or a change in use of the 2015A Note financed or refinanced property, or any misrepresentation or inaccuracy in any of the representations, warranties or covenants contained in the Indenture, the Loan Agreement, or the Tax Certificate the Borrower with respect to the 2015A Notes, or the enactment of any federal legislation after the date of issuance of the Series 2015A Notes, or the promulgation of any income tax regulation or ruling by the Internal Revenue Service after the date of issuance of the Series 2015A Notes or for any other reason, the interest on the 2015A Notes, is or becomes includable, in whole or in part in the gross income of any Lender or any former Lender for purposes of federal income taxation, and (b) with respect to the 2015B Notes, if as the result of any act or failure to act, or use of the 2015B Note financed or refinanced property or the proceeds of the 2015B Notes, or a change in use of the 2015B Note financed or refinanced property, or any misrepresentation or inaccuracy in any of the representations, warranties or covenants contained in the Indenture, the Loan Agreement, or the Tax Certificate by the Borrower with respect to the 2015B Notes, or the enactment of any federal legislation after the date of issuance of the Series 2015B Notes, or the promulgation of any income tax regulation or ruling by the Internal Revenue Service after the date of issuance of the Series 2015B Notes or for any other reason, the interest on the 2015B Notes, is or becomes includable, in whole or in part in the gross income of any Lender or any former Lender for purposes of federal income taxation. 
Excluded Taxes shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal  withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Notes pursuant to a law in effect on the date on which (a) such Lender acquires such interest in such Notes (other than pursuant to an assignment request by the Borrower under Section 2.13 [Replacement of a Lender] or (b) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.10(g)[Status of Lenders], amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient's failure to comply with Section 2.10(g) [Status of Lenders], and (iv) any U.S. federal withholding Taxes imposed under FATCA (except to the extent imposed due to the failure of the Borrower to provide documentation or information to the IRS).
Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.
FATCA shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate" as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the "Federal Funds Effective Rate" for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.
Federal Funds Open Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption "OPEN" (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (for purposes of this definition, an "Alternate Source") (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate reasonably determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the "open" rate on the immediately preceding Business Day.  If and when the Federal Funds Open Rate changes, the rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without notice to the Borrower, effective on the date of any such change.
Fee Letter shall mean the letter agreement dated September 23, 2015 from the Administrative Agent and the Lead Arranger to the Borrower and approved by the Borrower concerning the Administrative Agent's and the Lead Arranger's fees.
FERC shall mean the Federal Energy Regulatory Commission and any successor agency thereto.
FERC Order shall mean the order issued by the FERC to the Borrower dated July 3, 2014, Docket No. ES14-43-000, or an extension, renewal or replacement of such order.
 Fitch shall have the meaning set forth in the pricing grid on Schedule 1.1(A).
Fitch Rating shall have the meaning set forth in the pricing grid on Schedule 1.1(A). 
Foreign Lender shall mean any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
FPA shall mean the Federal Power Act, as amended, and all rules and regulations promulgated thereunder.
GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts.
Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.
Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of:  (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit agreement, (iv) obligations under any currency swap agreement, Interest Rate Hedge or Commodity Hedge (v) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due), or (vi) any Guaranty of Indebtedness for borrowed money.
Indemnified Taxes shall mean (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document, and (ii) to the extent not otherwise described in the preceding clause (i), Other Taxes.
Indemnitee shall have the meaning specified in Section 10.3(b) [Indemnification by the Borrower].
Indenture has the meaning specified in paragraph (2) of the Background statements.
Information shall mean all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential.
Initial Bank Purchase Date means December 22, 2020.
Interest Period shall mean the period from and including the Closing Date to but excluding the first Business Day of the succeeding month, and thereafter, from and including the first Business Day of each month to but excluding the first Business Day of the succeeding month, provided that no Interest Period shall end after the next succeeding Bank Purchase Date. 
Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by the Borrower or its Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower or its Subsidiaries of increasing floating rates of interest applicable to Indebtedness. 
Investment of a Person shall mean any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit account and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.
Issuer has the meaning specified in paragraph (1) of the Background statements hereof.
Issuer Documents shall mean the Loan Agreement, the 2015A Notes, the 2015B Notes, the Indenture, and any and all documents, instruments and agreements relating to the foregoing, and any amendment, modification or supplement from time to time, to any of the foregoing.
IPALCO shall mean IPALCO Enterprises, Inc., an Indiana corporation.
IPSCA shall mean the Indiana Public Service Commission Act, as amended, I.C. §8-1-2-1 et seq., and all rules and regulations promulgated thereunder.
IRS shall mean the United States Internal Revenue Service.
IURC shall mean the Indiana Utility Regulatory Commission and any successor agency thereto.
IURC Order shall mean the order issued by the IURC to the Borrower dated December 18, 2013, Cause No. 44364, or an extension, renewal or replacement of such order.
Law shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Official Body, foreign or domestic.
Lead Arranger has the meaning assigned in the first paragraph of this Agreement.
Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender.
Liabilities shall mean, at any time, all liabilities of the Borrower and its Subsidiaries that would be shown on a consolidated balance sheet of the Borrower prepared in accordance with GAAP at such time.
LIBOR Index shall mean, for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Administrative Agent as an authorized information vendor for the purpose of displaying rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an "Alternate Source"), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such borrowing and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate reasonably determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage.  Notwithstanding the foregoing, if the LIBOR Index as determined under any method above would be less than zero (0.00), such rate shall be deemed to be zero (0.00).
The LIBOR Index (and any rate calculated therefrom) shall be adjusted on the effective date of any change in the LIBOR Reserve Percentage as of such effective date.  The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Index as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.
LIBOR Index Rate means a per annum rate of interest established on each Computation Date equal to (x) the product of (a) (i) the Applicable Margin plus (ii) the LIBOR Index multiplied by (b) the Applicable Factor.  For the avoidance of doubt the calculation of the LIBOR Index Rate is represented mathematically as follows:  ((Applicable Margin + LIBOR Index) x Applicable Factor).  The LIBOR Index Rate shall be rounded upward to the third decimal place.  The LIBOR Index Rate shall be adjusted on the effective date of any change in the LIBOR Reserve Percentage as of such effective date.  The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Index Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.  The Administrative Agent's determination of the LIBOR Index Rate, and its calculation of the amount of interest due for any period, shall be final and binding in the absence of manifest error.
LIBOR Reserve Percentage shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as "Eurocurrency Liabilities").
Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).
Loan Agreement has the meaning specified in paragraph (3) of the Background statements hereof.
Loan Documents shall mean the Bank Documents and the Issuer Documents.
Loans shall mean (a) the amount(s) advanced by the Issuer to the Borrower, representing the gross proceeds derived from the sale of the 2015A Notes, and (b) the amount(s) advanced by the Issuer to the Borrower, representing the gross proceeds derived from the sale of the 2015B Notes.
Material Adverse Change shall mean any set of circumstances or events which (a) has any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is material and adverse to the business, properties, assets, financial condition or results of operations of the Borrower or the Borrower and its Subsidiaries, taken as a whole, (c) impairs materially the ability of the Borrower to duly and punctually pay or perform any of the Obligations, or (d) impairs materially the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any other Loan Document.
Moody's shall have the meaning set forth in the pricing grid on Schedule 1.1(A). 
Moody's Rating shall have the meaning set forth in the pricing grid on Schedule 1.1(A). 
Multiemployer Plan shall mean any employee benefit plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such contributions.
Non-Consenting Lender shall have the meaning specified in Section 10.1 [Modifications, Amendments or Waivers].
Note Counsel shall mean nationally-recognized bond counsel acceptable to the Administrative Agent and the Issuer.
Notes has the meaning specified in paragraph (1) of the Background statements hereof.
Obligations shall mean any obligation or liability of the Borrower, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes, the Fee Letter or any other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents.
Official Body shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
Other Connection Taxes shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient (or an agent or affiliate thereof) and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Note or Loan Document).
Other Taxes shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.13 [Replacement of a Lender]).
Participant has the meaning specified in Section 10.8(d) [Participations] hereof.
Participant Register shall have the meaning specified in Section 10.8(d) [Participations].
Payment In Full and Paid In Full shall mean the indefeasible payment in full in cash of the Notes and other Obligations hereunder. 
PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.
Pension Plan shall mean any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Sections 412 and 430 of the Code or Section 302 of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years.
Permitted Receivables Financing shall mean any receivables purchase agreement that (i) the Borrower shall have determined in good faith is economically fair and reasonable to the Borrower, (ii) all sales of accounts are made at fair market value (as determined in good faith by the Borrower), (iii) the provisions thereof shall be market terms (as determined in good faith by the Borrower), and (iv) the aggregate "capital" or other liabilities under the transaction shall not exceed $100,000,000.
Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.
Plan shall mean at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412 and 430 of the Code or Section 302 of ERISA and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.  For avoidance of doubt, the terms Plan, Pension Plan and Multiemployer Plan shall exclude any plan that is maintained outside the United States for the benefit of persons who are nonresidents aliens as provided under Section 4(b)(4) of ERISA.
PNC shall mean PNC Bank, National Association, its successors and assigns.
Potential Default shall mean any event or condition which with notice or passage of time, or both, would constitute an Event of Default.
Prime Rate shall mean the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by the Administrative Agent.  Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced.
Principal Office shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania.
Published Rate shall mean the rate of interest published each Business Day in The Wall Street Journal "Money Rates" listing under the caption "London Interbank Offered Rates" for a one month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market for a one month period as published in another publication selected by the Administrative Agent).
Purchase Price shall mean (a) with respect to the 2015A Notes, an amount equal to 100% of the principal amount of 2015A Notes, plus accrued and unpaid interest thereon to the applicable Bank Purchase Date, and (b) with respect to the 2015B Notes, an amount equal to 100% of the principal amount of 2015B Notes, plus accrued and unpaid interest thereon to the applicable Bank Purchase Date.
Ratable Share shall mean the percentage obtained by dividing (i) the outstanding Notes owned by such Lender by (ii) all outstanding Notes. 
Rating shall have the meaning specified in Schedule 1.1(A).
Recipient shall mean (i) the Administrative Agent, and (ii) any Lender, as applicable.
Related Parties shall mean, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.
Relief Proceeding shall mean any proceeding seeking a decree or order for relief in respect of the Borrower or any Subsidiary of the Borrower in a voluntary or involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of the Borrower or any Subsidiary of the Borrower for any substantial part of its property, or for the winding-up or liquidation of its affairs other than as permitted under Section 7.3, or an assignment for the benefit of its creditors.
Reportable Compliance Event shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.
Required Lenders shall mean Lenders (other than any Defaulting Lender) owning more than 50% of the aggregate of the outstanding principal amount of the Notes (excluding any Notes owned by a Defaulting Lender).
S&P shall have the meaning set forth in the pricing grid on Schedule 1.1(A). 
S&P Rating shall have the meaning set forth in the pricing grid on Schedule 1.1(A). 
Sanctioned Country shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.
Sanctioned Person shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.
Solvent shall mean, with respect to any Person on any date of determination, taking into account rights of reimbursement, contribution or similar rights available to such Person from other Persons, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute unreasonably small capital.  The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
Statements shall have the meaning specified in Section 3.6(a) [Historical Statements].
Subsidiary of any Person at any time shall mean any corporation, trust, partnership, any limited liability company or other business entity (i) of which more than 50% of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person's Subsidiaries, or (ii)  which is controlled or capable of being controlled by such Person or one or more of such Person's Subsidiaries.
Subsidiary Equity Interests shall have the meaning specified in Section 3.2 [Subsidiaries and Owners; Investment Companies].
Tax Certificate means the Non-Arbitrage Certificate of the Issuer and Certificate of Assistant Treasurer of the Borrower regarding certain tax matters, dated the Closing Date.
Taxable Date means, as to the 2015A Notes and/or 2015B Notes, as applicable, the earliest of (a) the date as of which interest on such Notes is first includable in the gross income of the noteholder (including, without limitation, any previous noteholder) thereof as determined pursuant to either (i) an opinion of Note Counsel, or (ii) a final decree or judgment of any federal court or a final action by the Internal Revenue Service that is delivered to the Trustee and the Borrower or (b) the date when Borrower discloses to the noteholder or the Trustee or the Issuer that an Event of Taxability has occurred with respect to the 2015A Notes and/or 2015B Notes, as applicable, or (c) the date when the noteholder notifies the Borrower and the Trustee and the Issuer that an Event of Taxability has occurred.
Taxable LIBOR Index Rate means a per annum rate of interest established on each Computation Date equal to (a) the Applicable Margin plus (b) the LIBOR Index.  For the avoidance of doubt the calculation of the Taxable LIBOR Index Rate is represented mathematically as follows:  Applicable Margin + LIBOR Index.  The Taxable LIBOR Index Rate shall be rounded upward to the third decimal place.  The Administrative Agent's determination of the Taxable LIBOR Index Rate, and its calculation of the amount of interest due for any period, shall be final and binding in the absence of manifest error.
Taxes shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto.
Total Capital shall mean, at any time, the amount shown opposite the captions "stockholders' equity," and "preferred stock" on the balance sheet of the Borrower at such time.
Total Debt shall mean at any time (a) all interest-bearing Liabilities of the Borrower and its Subsidiaries, (b) all securitized facilities of the Borrower and its Subsidiaries, (c) all Capital Lease obligations of the Borrower and its Subsidiaries and (d) all letter of credit obligations of the Borrower and its Subsidiaries; provided, however, that the term "Total Debt" shall not include accounts payable and accruals of the Borrower that would be shown as such on the balance sheet of the Borrower prepared in accordance with GAAP.
Trustee has the meaning specified in paragraph (2) of the Background statements hereof.
2015A Notes has the meaning specified in paragraph (1) of the Background statements hereof.
2015A Project has the meaning specified in paragraph (3) of the Background statements hereof.
2015B Notes has the meaning specified in paragraph (1) of the Background statements hereof.
2015B Project has the meaning specified in paragraph (4) of the Background statements hereof.
USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.
U.S. Person shall mean any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code.
U.S. Tax Compliance Certificate shall have the meaning specified in Section 2.10(g) [Status of Lenders].
Withholding Agent shall mean the Borrower and the Administrative Agent.
1.2    Construction.     
Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the whole and the words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation"; (ii) the words "hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes such Person's successors and assigns; (v) reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated; (vi) relative to the determination of any period of time, "from" means "from and including," "to" means "to but excluding," and "through" means "through and including"; (vii) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (viii) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document, and (ix) unless otherwise specified, all references herein to times of day shall be references to Eastern Time (Standard or Daylight Savings, as applicable).
1.3    Accounting Principles.
Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section Article VII [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Article VII [Negative Covenants] shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing Statements referred to in Section 3.6(a) [Historical Statements].  In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VII [Negative Covenants] (including without limitation, reclassification of power purchase agreements or operating leases such that they are included within Total Debt and the related financial covenants), then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower's financial statements at that time, provided that, until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein.
ARTICLE II     
PURCHASE OF NOTES; GUARANTY; FEES; PAYMENTS; INCREASED COSTS
2.1    Purchase of Notes.
(a)    Purchase.  Subject to the terms and conditions of this Agreement (including, but not limited to, Section 2.12 and Section 4.1) and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, the Lenders agree to purchase the Notes on the Closing Date in the aggregate principal amount of $90,000,000 ($30,000,000 of 2015A Notes and $60,000,000 of 2015B Notes) at par.  The purchase price of the 2015A Notes shall be disbursed to pay costs of the 2015A Project as provided herein and in the Issuer Documents. The purchase price of the 2015B Notes shall be disbursed to pay costs of the 2015B Project as provided herein and in the Issuer Documents.
(b)    Principal and Interest.  Principal and interest on the Notes will be due and payable as set forth in the Issuer Documents.  
(i)    2015A Notes.  The 2015A Notes as originally issued shall bear interest at the LIBOR Index Rate payable as set forth in the Indenture and 2015A Notes, except as follows:
(A)    Upon an Event of Taxability, the 2015A Notes shall bear interest at the Taxable LIBOR Index Rate or, should the Taxable LIBOR Index Rate not be ascertainable or circumstances make it unlawful or impossible to maintain the 2015A Notes based on the Taxable LIBOR Index Rate, the Alternate Taxable LIBOR Index Rate, as applicable, as provided in the Indenture and the 2015A Notes.  
(B)    Should the LIBOR Index not be ascertainable or circumstances make it unlawful or impossible to maintain the 2015A Notes based on the LIBOR Index, the 2015A Notes shall bear interest at the Alternate Libor Index Rate or, following an Event of Taxability with respect to the 2015A Notes, the Alternate Taxable LIBOR Index Rate, as applicable, payable as set forth in the Indenture and the 2015A Notes.  
(C)    Upon the occurrence and continuance of an Event of Default (as defined in the Indenture), the 2015A Notes shall bear interest at the Default Rate, payable as set forth in the Indenture and the 2015A Notes.
(ii)    2015B Notes.  The 2015B Notes as originally issued shall bear interest at the LIBOR Index Rate payable as set forth in the Indenture and the 2015B Notes, except as follows:
(A)    Upon an Event of Taxability, the 2015B Notes shall bear interest at the Taxable LIBOR Index Rate or, should the Taxable LIBOR Index Rate not be ascertainable or circumstances make it unlawful or impossible to maintain the 2015B Notes based on the Taxable LIBOR Index Rate, the Alternate Taxable LIBOR Index Rate, as applicable, as provided in the Indenture and the 2015B Notes.
(B)    Should the LIBOR Index not be ascertainable or circumstances make it unlawful or impossible to maintain the 2015B Notes based on the LIBOR Index, the 2015B Notes shall bear interest at the Alternate Libor Index Rate or, following an Event of Taxability with respect to the 2015B Notes, the Alternate Taxable LIBOR Index Rate, as applicable, payable as set forth in the Indenture and the 2015B Notes.
(C)    Upon the occurrence and continuance of an Event of Default (as defined in the Indenture), the 2015B Notes shall bear interest at the Default Rate, payable as set forth in the Indenture and the 2015B Notes.
(c)    Mandatory Tender for Purchase.  The 2015A Notes shall mature on December 1, 2038 as provided in the Indenture and 2015A Notes, and the 2015B Notes shall mature on December 1, 2038 as provided in the Indenture and 2015B Notes.  Notwithstanding the forgoing and subsection (d) below, the 2015A Notes and the 2015B Notes shall be subject to mandatory tender for purchase by the Borrower on the Initial Bank Purchase Date and on each other Bank Purchase Date.  The 2015A Notes and the 2015B Notes shall be purchased by the Borrower on the Initial Bank Purchase Date and on each other Bank Purchase Date by delivery of the Purchase Price to the Administrative Agent.  Any indemnities and other amounts payable hereunder in connection with such purchase shall also be paid on such Bank Purchase Date.
If the Borrower desires the Lenders (or the Administrative Agent on behalf of the Lenders) to repurchase and hold the Notes following the Initial Bank Purchase Date, it shall make a written request to the Administrative Agent not less than 180 days prior to the Initial Bank Purchase Date indicating such desire.  The Lenders (or the Administrative Agent on behalf of the Lenders) shall have no obligation to repurchase the Notes.  However, if Lenders do desire to repurchase and hold the Notes following the Initial Bank Purchase Date, the Administrative Agent shall give written notice of such desire (and the terms relating thereto) to the Borrower not less than 90 days prior to the Initial Bank Purchase Date provided that any such repurchase shall be conditioned upon receipt of documentation satisfactory to Lenders and Administrative Agent.  In connection with any repurchase, the Borrower and Lenders (or the Administrative Agent on behalf of the Lenders) shall give written notice to the Trustee in accordance with Section 3.09 of the Indenture.  
(d)    Right to Prepay.  The Borrower shall have the right to prepay any amount due under the Loan Agreement, and direct the corresponding optional redemption of all or a portion of the Notes, at a redemption price of 100% of the principal amount thereof plus interest accrued to the date fixed for redemption, in accordance with the Loan Agreement and/or the Indenture, at any time and from time to time, provided that any such prepayment (and corresponding  redemption) shall also be subject to the Borrower's obligation to indemnify the Lenders under Section 2.11 [Indemnity].  Prepayments may not be reborrowed by Borrower.  Notice of redemption of Notes shall be given in accordance with the Indenture.  
2.2    [Reserved].
2.3    Debt Service and Other Payments.
(a)    (i) The Borrower hereby agrees to pay to the Administrative Agent (for the benefit of the Lenders for the 2015A Notes) on each required date, as set forth in Article IV of the Loan Agreement, all amounts then due and payable on the 2015A Notes.  As provided in the Indenture and the Loan Agreement, the Borrower shall make payments of principal and/or interest on the 2015A Notes directly to the Administrative Agent (for the benefit of the Lenders for the 2015A Notes).
(ii) The Borrower hereby agrees to pay to the Administrative Agent (for the benefit of the Lenders for the 2015B Notes) on each required date, as set forth in Article IV of the Loan Agreement, all amounts then due and payable on the 2015B Notes.  As provided in the Indenture and the Loan Agreement, the Borrower shall make payments of principal and/or interest on the 2015B Notes directly to the Administrative Agent (for the benefit of the Lenders for the 2015B Notes).
(b)    The Borrower also agrees to pay interest on all Obligations not paid when due at a rate per annum which, if not otherwise expressly provided for in this Agreement in a particular case, shall be equal to the Default Rate, which amounts shall be payable on demand and on the date of payment in full on any amount remaining unpaid by the Borrower to the Lenders.  The Default Rate shall continue to accrue on all Obligations after the commencement and during the pendency of any insolvency, bankruptcy, receivership, conservatorship or similar debtor relief proceedings.  In addition, in the event the Lenders have not received any payment on any Obligations within five (5) Business Days of its due date, the Borrower shall pay a late charge equal to the greater of (a) 5% of the delinquent amount; or (b) $100.00.
2.4    Fee Letter.
The Borrower agrees to pay the Administrative Agent and the Lead Arranger the amounts set forth in the Fee Letter at the times set forth therein.
2.5    Payments and Computations.
(a)    Computations.  Interest on the Notes will be computed on the basis of a 360-day year for the actual number of days elapsed except in the case of interest accruing at the Default Rate which will be computed on the basis of a 365/366-day year, as the case may be, for the actual number of days elapsed.  Computations of fees and any other interest and fees hereunder shall be calculated on the basis of a 365/366-day year, as the case may be, for the actual number of days elapsed.  If, by the terms of this Agreement, the Borrower at any time is required or obligated to pay interest at a rate in excess of the maximum rate permitted by law, the rate of interest shall be deemed to be immediately reduced to such maximum rate and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments made in reduction of the principal amount due hereunder, and if the rate of interest shall thereafter fall below the maximum rate permitted by law, such rate of interest shall be deemed to be immediately increased to the maximum rate permitted by law until, and to the extent, prior interest reduction(s) are recouped by Lenders.
(b)    Business Day.  Whenever any payment on Notes shall be due on a day which is not a Business Day such payment shall be due as provided in such Notes and the Indenture.  Whenever any payment or action to be made or taken hereunder (other than payment on Notes) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.
(c)    Other Payments.  All payments and prepayments to be made in respect of principal, interest, Administrative Agent's Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 12:00 noon on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue.  Such payments shall be made to the Administrative Agent at the Principal Office for the account of PNC for the ratable accounts of the Lenders in U.S. Dollars and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 12:00 noon by the Administrative Agent with respect to the Notes and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders.  The Administrative Agent's and each Lender's statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Notes and other amounts owing under this Agreement and shall be deemed an "account stated."
(d)    Pro Rata Treatment of Lenders.  Each payment or prepayment by the Borrower with respect to principal, interest, fees (but excluding the Administrative Agent's fees) shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 2.13 [Replacement of a Lender] or Section 2.9 [Increased Costs]) be payable ratably among the Lenders entitled to such payment in accordance with the amount of principal, interest, and other fees or amounts then due or payable such Lenders as set forth in this Agreement.
(e)    Sharing of Payments by Lenders.  If any Lender shall, by exercising any right of setoff, counterclaim or banker's lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of the Notes or other obligations hereunder resulting in such Lender's receiving payment of a proportion of the aggregate amount of the Notes and accrued interest thereon or other such obligations greater than the pro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Notes and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Notes and other amounts owing them, provided that:
(i)    if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and
(ii)    the provisions of this subsection (e) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this subsection (e) shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
(f)    Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
2.6    Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then, for so long as such Lender is a Defaulting Lender, the Defaulting Lender’s share shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1 [Modifications, Amendments or Waivers]); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby.
In the event that the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, and the Ratable Share of the Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender's share, and on such date such Lender shall purchase at par such shares from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold its Ratable Share.
2.7    Evidence of Debt.
The Administrative Agent shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower and the amounts of principal, interest and fees payable and paid from time to time hereunder.  In any legal action or proceeding in respect of this Agreement or any other Loan Documents, the entries made in such account or accounts shall be conclusive evidence of the existence and amounts of the obligations of the Borrower therein recorded, absent manifest error.
2.8    Obligations Absolute.
The obligations of the Borrower under this Agreement shall be primary, absolute, unconditional and irrevocable, and shall be observed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever including, without limitation, the following circumstances:
(a)    any lack of validity or enforceability of, the Notes, any resolutions authorizing the Notes, the Issuer Documents or the Bank Documents;
(b)    any amendment or waiver of or any consent to departure from any term, condition or provision of all or any of the Issuer Documents or Bank Documents;
(c)    the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the Trustee, the Administrative Agent, any Lender, the Issuer or any beneficiary or transferee, whether in connection with this Agreement, any Bank Document, any Issuer Document or any unrelated transaction;
(d)    any certificate presented to the Administrative Agent proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;
(e)    any statement or any other document presented to the Administrative Agent proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(f)    any exchange, acceptance, release or non-perfection as to any collateral or release or addition of any other Person primarily or secondarily liable; or
(g)    any other circumstances or happening whatsoever, whether or not similar to any of the foregoing.
2.9    Increased Costs. 
(a)    Increased Costs Generally.  If any Change in Law shall: 
(iii)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Index); 
(iv)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, (C) Connection Income Taxes or (D) Change in law that results in an Event of Taxability) on this Agreement, the Notes (or the loans relating thereto), or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 
(v)    decreases the marginal maximum corporate tax rate applicable to any Lender or otherwise change the basis of taxation of payments to any Lender in respect thereof; or
(vi)    impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Notes (or the loans relating thereto); 
and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of owning or maintaining Notes (or the loans relating thereto), or to reduce the amount of any sum received or receivable by such Lender, or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, or such other Recipient, the Borrower will pay to such Lender, or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 
(b)    Capital Requirements.  If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender's holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, or the Notes owned by such Lender, to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. 
(c)    Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Sections 2.9(a) [Increased Costs Generally] or 2.9(b) [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender, the amount shown as due on any such certificate within twenty (20) days after receipt thereof. 
(d)    Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof).
2.10    Taxes.
(a)    Definitional Usage.  For purposes of this Section 2.10, the term "applicable Law" includes FATCA.
(b)    Payments Free of Taxes.  Any and all payments by or on account of any obligation of any Borrower under any Loan Document shall be without deduction or withholding for any Taxes, except as required by applicable Law.  If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Official Body in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.10 [Taxes]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(c)    Payment of Other Taxes by the Borrower.  The Borrower shall timely pay to the relevant Official Body in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(d)    Indemnification by the Borrower.  The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10 [Taxes]) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Official Body.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(e)    Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 10.8(d) [Participations] relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Official Body.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.10(e) [Indemnification by the Lenders].
(f)    Evidence of Payments.  As soon as practicable after any payment of Taxes by the Borrower to an Official Body pursuant to this Section 2.10 [Taxes], the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(g)    Status of Lenders.
(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.10(g)(ii)(A), 2.10(g)(ii)(B) and 2.10(g)(ii)(D) below) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;
(2)    executed originals of IRS Form W-8ECI;
(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 2.10(g)(A) to the effect that such Foreign Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed originals of IRS Form W-8BEN; or
(4)    to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.10(g)(B) or Exhibit 2.10(g)(C), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.10(g)(D) on behalf of each such direct and indirect partner;
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.
Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(h)    Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.10 [Taxes] (including by the payment of additional amounts pursuant to this Section 2.10 [Taxes]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.10 [Taxes] with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Official Body with respect to such refund).  Such indemnifying party, upon the request of such indemnified party incurred in connection with obtaining such refund, shall repay to such indemnified party the amount paid over pursuant to this Section 2.10(h) [Treatment of Certain Refunds] (plus any penalties, interest or other charges imposed by the relevant Official Body) in the event that such indemnified party is required to repay such refund to such Official Body.  Notwithstanding anything to the contrary in this Section 2.10(h) [Treatment of Certain Refunds]), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.10(h)[Treatment of Certain Refunds] the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(i)    Survival.  Each party's obligations under this Section 2.10[Taxes] shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all Obligations.
2.11    Indemnity.  In addition to the compensation or payments required by Section 2.9 [Increased Costs] or Section 2.10 [Taxes], the Borrower shall indemnify each Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Lender sustains or incurs as a consequence of any:
(a)    payment, prepayment, conversion, redemption or extension of Loans and/or  Notes on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due),
(b)    attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any notice relating to prepayments of Loans and/or redemption of Notes,
(c)    default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, or any other amount due hereunder.
If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense.  Such notice shall set forth in reasonable detail the basis for such determination.  Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given.
2.12    Purchase of Notes; Closing Date Procedures.  
(a)    Commitments.  Each Lender is hereby notified of its commitment to advance its share of the purchase price of 2015A Notes and 2015B Notes as set forth opposite its name on Schedule 1.1(B) (each, a "Commitment") as provided herein.  On the Closing Date, each Lender shall remit funds to the Administrative Agent equal to its Commitment, and the Administrative Agent shall, to the extent the Lenders have made such funds available to it for such purpose, and provided that the requirements of Section 4.1 have been met to the satisfaction of the Administrative Agent, purchase the Notes in accordance with Section 2.1(a); provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds, and such Lender shall be subject to the repayment obligation in Section 2.12(b) [Presumptions by the Administrative Agent].   The failure of any Lender to advance its Commitment shall not relieve any other Lender of its obligations to make an advance of its Commitment nor shall it impose any additional liability on any other Lender hereunder.   
(b)    Presumptions by the Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent funds equal to such Lender's Commitment, the Administrative Agent may assume that such Lender has made such funds available on such date in accordance with Section 2.12(a) [Commitments] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact remitted such funds to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to the Notes.  If such Lender pays its share of the applicable purchase price of the Notes to the Administrative Agent, then such Lender shall own Notes in the amount so paid.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 
2.13    Replacement of a Lender.  In the event any Lender (i) requests compensation under Section 2.9 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 2.10 [Taxes], (iii) is a Defaulting Lender or has been a Defaulting Lender three or more times within a consecutive six month period, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 10.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.8 [Successors and Assigns]), all of its interests, rights and (other than existing rights to payments pursuant to Section 2.9 [Increased Costs] or 2.10 [Taxes] and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a)    the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.8 [Successors and Assigns] or the Administrative Agent has agreed to waive such fee;
(b)    such Lender shall have received payment of an amount equal to the outstanding principal of its Notes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.11 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(c)    in the case of any such assignment resulting from a claim for compensation under Section 2.9(a) [Increased Costs Generally] or payments required to be made pursuant to Section 2.10 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and
(d)    such assignment does not conflict with applicable Law. 
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
2.14    Designation of a Different Lending Office.  
If any Lender requests compensation under Section 2.9 [Increased Costs], or the Borrower is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Official Body for the account of any Lender pursuant to Section 2.10 [Taxes], then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking the Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.9 [Increased Costs] or Section 2.10 [Taxes], as the case may be, in the future, and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
2.15    Classification as Loan.  The Notes are not being registered or otherwise qualified for sale under “Blue Sky Laws”.  No CUSIP numbers will be obtained for the Notes.  No official statement or similar offering document has been prepared for the Notes.  The Notes will not close through The Depository Trust Company or similar repository and will not be in book-entry form. The Notes will not be assigned a separate rating by any rating agency.
ARTICLE III     
REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent and the Lenders to purchase and hold the Notes and to enter into this Agreement and the other Bank Documents, the Borrower represents and warrants to the Administrative Agent and each of the Lenders as follows:
3.1    Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default.  The Borrower and each Subsidiary of the Borrower (i) is a corporation, partnership or limited liability company duly organized, and validly existing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 3.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, (iv) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 3.14 [Environmental Matters]) in all jurisdictions in which any the Borrower or Subsidiary of the Borrower is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (v) has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except those Liens as are permitted under Section 7.1 [Liens].  The Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents, and all such actions have been duly authorized by all necessary proceedings on its part.  No Event of Default or Potential Default exists or is continuing.
3.2    Subsidiaries and Owners; Investment Companies.  Schedule 3.2 states (i) the name of each of the Borrower's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the "Subsidiary Equity Interests"), (ii) the name of each holder of common equity interest in the Borrower, the amount, percentage and type of such common equity interests (the "Borrower Equity Interests"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (ii) (collectively the "Equity Interests").  The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable.  Neither the Borrower nor any of its Subsidiaries is an "investment company" registered or required to be registered under the Investment Company Act of 1940 or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940 and shall not become such an "investment company" or under such "control."
3.3    Validity and Binding Effect.  This Agreement and each of the other Loan Documents (i) has been duly and validly executed and delivered by the Borrower, and (ii) constitutes, or will constitute, legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms except to the extent enforceability thereof is limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally, and by general principles of equity.
3.4    No Conflict; Material Agreements; Consents.  Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or any Subsidiary of the Borrower, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or any Subsidiary of the Borrower.  There is no default under such material agreement (referred to above) and neither the Borrower nor any Subsidiary of the Borrower is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change.  No authorization, consent, approval, license or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including without limitation any authorization, consent, approval, license or exemption of, or filing with, the FERC, the IURC and any other regulatory authority having jurisdiction) is necessary for the valid execution and delivery to the Administrative Agent and the Lenders, the incurrence by the Borrower of the Indebtedness under the Loan Documents and the performance by the Borrower of its obligations under the Loan Documents, other than those already obtained and copies of which have been provided to the Administrative Agent.
3.5    Litigation.  Except as set forth on Schedule 3.5, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened in writing against the Borrower or any Subsidiaries of the Borrower at law or in equity before any Official Body which individually or in the aggregate may reasonably be expected to result in any Material Adverse Change.  Neither the Borrower nor any Subsidiaries of the Borrower are in violation of any order, writ, injunction or any decree of any Official Body which may reasonably be expected to result in any Material Adverse Change.
3.6    Financial Statements.
(a)    Historical Statements.  The Borrower has delivered to the Administrative Agent copies of its audited consolidated year-end financial statements for and as of the end of the three fiscal years ended December 31, 2014 (all such annual statements being collectively referred to as the "Statements").  The Statements were compiled from the books and records maintained by the Borrower's management, are correct and complete in all material respects and fairly represent the consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied.
(b)    Accuracy of Financial Statements.  Neither the Borrower nor any Subsidiary of the Borrower has any liabilities, contingent or otherwise, or forward or long-term commitments that are required to be disclosed in accordance with GAAP which are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there are no unrealized losses from any commitments of the Borrower or any Subsidiary of the Borrower which would reasonably be expected to cause a Material Adverse Change.  .
3.7    Margin Stock.  Neither the Borrower nor any Subsidiaries of the Borrower engage or intend to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System).  No part of the proceeds of the Notes has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System.  Neither the Borrower nor any Subsidiaries of the Borrower holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of the Borrower and the Subsidiaries of the Borrower are or will be represented by margin stock.
3.8    Full Disclosure.  Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished to the Administrative Agent or any Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading.  There is no fact known to the Borrower which materially adversely affects the business, property, assets, financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole, which has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the date hereof in connection with the transactions contemplated hereby.
3.9    Taxes.  All federal, state, local and other tax returns required to have been filed with respect to the Borrower and each Subsidiary of the Borrower have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made.
3.10    Patents, Trademarks, Copyrights, Licenses, Etc.  The Borrower and each Subsidiary of the Borrower owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by the Borrower or such Subsidiary of the Borrower, without known possible, alleged or actual conflict with the rights of others.
3.11    Licenses, Registrations and Compliance with Laws.  Each of the Borrower and each of its Subsidiaries has all permits, governmental licenses, registrations, and approvals necessary to carry out its businesses as presently conducted and as required by law (including, without limitation, the FPA and the IPSCA) or the rules and regulations of any federal, foreign, governmental, state, county or local association, corporation, or governmental agency, body, instrumentality or commission having jurisdiction over the Borrower or its Subsidiaries, including, but not limited to, the FERC, the IURC, the United States Environmental Protection Agency, the United States Department of Labor, the United States Occupational Safety and Health Administration, the United States Equal Employment Opportunity Commission and analogous and related state and foreign agencies, except for such permits, licenses, registrations and approvals the failure to obtain would not reasonably be expected to have a Material Adverse Effect.  There is no violation or failure of compliance on the part of the Borrower or any Subsidiary with any of the foregoing permits, licenses, registrations, approvals, rules or regulations, and there is no action, proceeding or investigation pending or, to the knowledge of the Borrower, threatened, nor has the Borrower received any notice of such, which might result in the termination or suspension of any such permit, license, registration or approval, except for such violations, failures, actions, proceedings or investigations which would not reasonably be expected to have a Material Adverse Effect.
3.12    Insurance.  The properties of the Borrower and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of the Borrower and each such Subsidiary in accordance with prudent business practice in the industry of the Borrower and its Subsidiaries.  At the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent on the Closing Date an original certificate of insurance describing and certifying as to the existence of the insurance required to be maintained by this Agreement and the other Loan Documents.
3.13    ERISA Compliance.
(a)    Each Plan of the Borrower is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws.  Each Plan of the Borrower that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification.  Borrower has made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan of the Borrower.  
(b)    (i) No ERISA Event has occurred or is reasonably expected to occur which causes, or could reasonably be expected to cause, an Event of Default under Section 8.1(k); (ii) No contribution failure under Section 412 and 430 of the Code, Section 302 of ERISA or the terms of any Plan has occurred with respect to any Plan to which the Borrower is a contributing sponsor, sufficient to give rise to a Lien under Section 430(k) of the Code, or otherwise to have a Material Adverse Effect; (iii) the Borrower has not incurred, nor reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan or Multiemployer Plan (other than for ordinary funding obligations and premiums due and not delinquent under Section 4007 of ERISA) which causes, or could reasonably be expected to cause, an Event of Default under Section 8.1(k); (iv) the Borrower has not incurred, nor reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan which causes, or could reasonably be expected to cause, an Event of Default under Section 8.1(k); and (v) the Borrower has not engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.
3.14    Environmental Matters.  The Borrower, and to the knowledge of the Borrower, each of its Subsidiaries, is in material compliance with applicable Environmental Laws except as disclosed on Schedule 3.14; provided that such matters so disclosed could not in the aggregate reasonably be expected to result in a Material Adverse Change.
3.15    Solvency.  Before and after giving effect to the Notes and other Obligations of the Borrower hereunder, the Borrower is Solvent.
3.16    Pari Passu Indebtedness.  The Indebtedness of the Borrower under the Loan Documents ranks at least pari passu with all other unsecured Indebtedness of the Borrower.
3.17    Anti-Terrorism Laws.
(a)     No Covered Entity is a Sanctioned Person, and (b) no Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.
3.18    Issuer Documents.  The representations and warranties of the Borrower contained in the Issuer Documents are hereby incorporated herein by reference; such representations and warranties are true and correct.
ARTICLE IV     
CONDITIONS PRECEDENT TO CLOSING AND FUNDING
4.1    Conditions Precedent to Closing and Funding.  The obligation of the Lenders to enter into this Agreement and purchase the Notes on the Closing Date is subject to the accuracy, as of the Closing Date, of the representations and warranties herein contained, to the performance by the Borrower of its obligations to be performed hereunder on or before the Closing Date and to the satisfaction of the following further conditions:
(c)    Documentation.  On the Closing Date, the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:
(i)    A certificate of the Borrower signed by an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects, (x) the Borrower is in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent;
(ii)    A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Borrower, certifying as appropriate as to:  (a) all action taken by the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Borrower in each state where organized or qualified to do business;
(iii)    The 2015A Notes signed by an Authorized Officer of the Issuer and authenticated by the Trustee and the 2015B Notes signed by an Authorized Officer of the Issuer and authenticated by the Trustee;
(iv)    This Agreement and each of the other Loan Documents signed by an Authorized Officer of the Borrower and Issuer and all appropriate financing statements;
(v)     A certificate of the officers of the Issuer covering such matters to the reasonable satisfaction of Note Counsel and the Administrative Agent;
(vi)    Certified copies of the FERC Order and the IURC Order. 
(vii)    A written opinion of Note Counsel, dated the Closing Date, covering federal income tax matters relating to interest on the Notes, the defeasance of the bonds being refunded as part of the 2015A Project and 2015B Project, and other matters, in form and substance acceptable to the Administrative Agent and its counsel;
(viii)    A written opinion of counsel for the Borrower, dated the Closing Date and in the form set forth in Schedule 4.1(a);
(ix)    A written opinion of counsel for the Issuer in form and substance acceptable to the Administrative Agent and its counsel;
(x)    The Tax Certificate signed by an Authorized Officer of the Borrower and Issuer covering such matters to the satisfaction of Note Counsel and the Administrative Agent;
(xi)    Copy of Internal Revenue Service Form 8038 to be signed and filed by an authorized officer of the Issuer post-closing; and
(xii)    Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect;
(xiii)    A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer;
(xiv)    All material consents required to effectuate the transactions contemplated hereby;
(xv)    Such other documents in connection with such transactions as the Administrative Agent or said counsel may reasonably request.
(d)    Fees.  The Borrower shall have paid all fees and reasonable expenses payable on or before the Closing Date as required by this Agreement, the Fee Letter or any other Loan Document.


ARTICLE V     
[RESERVED]


ARTICLE VI     
AFFIRMATIVE COVENANTS
From the date hereof and thereafter for so long as any Obligations are outstanding or the Borrower is indebted to the Lenders under any of the Loan Documents and until Payment in Full, the Borrower shall ensure that it shall, and shall cause each of its Subsidiaries to comply with the following affirmative covenants:
6.1    Preservation of Existence, Etc.  The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence as a corporation, limited partnership or limited liability company and its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary, except as otherwise expressly permitted in Section 7.3 [Dissolution].
6.2    Payment of Liabilities, Including Taxes, Etc.  The Borrower shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.
6.3    Maintenance of Insurance.  The Borrower shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers' compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary.
6.4    Maintenance of Properties and Leases.  The Borrower shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties used and useful to its business, and from time to time, the Borrower will make or cause to be made all appropriate repairs, renewals or replacements thereof.
6.5    Visitation Rights.  The Borrower shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized employees or representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times (during regular business hours) and as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower with reasonable notice prior to any visit or inspection.  In the event any Lender desires to conduct a visit or inspection of the Borrower or any of its Subsidiaries, such Lender shall coordinate such visit or inspection with the Administrative Agent, such inspection shall be at the expense of such Lender, and any such visit by the Lender shall not exceed one visit annually absent an Event of Default.  In the event the Administrative Agent desires to conduct an visit or inspection of the Borrower or any of its Subsidiaries, such visit or inspection will be at the expense of the Administrative Agent, and the Administrative Agent shall be limited to one visit or inspection annually, unless an Event of Default has occurred which has not been waived.
6.6    Keeping of Records and Books of Account.  The Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain and keep proper books of record and account which enable the Borrower and its Subsidiaries to issue financial statements in accordance with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in which full, true and correct entries shall be made in all material respects of all its dealings and business and financial affairs.
6.7    Compliance with Laws.  The Borrower shall, and shall cause each Subsidiary of the Borrower, to (i) comply with the requirements of all present and future applicable laws (including, without limitation, the FPA and the IPSCA), rules, regulations and orders of any governmental authority having jurisdiction over it and/or its business, except where the failure to comply would not have a Material Adverse Effect, (ii) without limiting clause (i) above, ensure that no person who owns a controlling interest in or otherwise controls the Borrower is or shall be (x) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (y) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders and (iii) without limiting clause (i) above, comply with all applicable Bank Secrecy Act and anti-money laundering laws and regulations.
6.8    Use of Proceeds.  The Borrower will use the proceeds of the 2015A Notes only for the 2015A Project and shall use the proceeds of the 2015B Notes only for the 2015B Project.
6.9    Anti-Terrorism Laws; International Trade Law Compliance.
(e)    No Covered Entity will become a Sanctioned Person, (b) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the proceeds of the Loans or the Notes to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) the funds used to repay the Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall comply with  all Anti-Terrorism Laws, and (e) the Borrower shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.
6.10    Compliance with Loan Documents.  The Borrower shall comply with and perform all of its obligations under the Loan Documents.
6.11    Remedies under Indenture.  The Borrower acknowledges and agrees that, in addition to the rights and remedies provided in this Agreement and the other Bank Documents, the Administrative Agent and the Lenders shall also have all of the rights and remedies provided in the Indenture and other Issuer Documents.
ARTICLE VII     
NEGATIVE COVENANTS
From the date hereof and thereafter for so long as any Obligations are outstanding or the Borrower is indebted to the Lenders under any of the Loan Documents and until Payment in Full, the Borrower shall not, and shall not permit any of its Subsidiaries to:
7.1    Liens.  Create, incur, assume, or suffer to exist any Lien of any nature, upon or with respect to any of its properties, now owned or hereafter acquired, or assign as collateral or otherwise convey as collateral, any right to receive income, except that the foregoing restrictions shall not apply to:
(a)    Liens for taxes, assessments, or governmental charges or levies on property if the same shall not at the time be delinquent or thereafter can be paid without penalty or interest, or (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced) are being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with GAAP;
(b)    Liens imposed by law, such as carriers', warehousemen's and mechanics' liens, bankers' set-off rights and other similar liens arising in the ordinary course of business for sums not yet due or being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provisions has been made in accordance with GAAP;
(c)    Liens arising in the ordinary course of business out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other Social Security or retirement benefits, or similar legislation; 
(d)    Liens arising from or upon any judgment or award, provided that such judgment or award is being contested in good faith by proper appeal proceedings and only so long as execution thereon shall be stayed; 
(e)    deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 
(f)    easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of business by the Borrower or the applicable Subsidiary; 
(g)    Liens against property of the Borrower securing Indebtedness of the Borrower which is evidenced by the Mortgage and Deed of Trust dated May 1, 1940, from the Borrower to American National Bank and Trust Company of Chicago (or any successor trustee), and any and all supplements thereto; 
(h)    Liens on any property acquired, constructed or improved by the Borrower or any Subsidiary after the Closing Date which are created or assumed contemporaneously with, or within one hundred twenty days after, such acquisition or completion of such construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such one hundred twenty day period, to secure or provide for the payment of all or any part of such acquisition, construction or improvement incurred after the Closing Date (provided that no such Lien shall extend to or cover any property other than the property so acquired or constructed, or the improvements on the property so improved), or in addition to Liens contemplated by clause (ix) below, Liens on any property existing at the time of acquisition thereof (other than any such Lien created in contemplation of such acquisition), provided that the Liens shall not apply to any property theretofore owned by the Borrower or any Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property is constructed or the improvement is located; 
(i)    Liens existing on any property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; 
(j)    Liens or charges incurred in the ordinary course of business of the Borrower or any Subsidiary which were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(k)    Liens to secure obligations under the Permitted Receivables Financing, in those accounts or contracts giving rise to accounts of the Borrower, which accounts or contracts giving rise to accounts are to be sold by the Borrower as part of the Permitted Receivables Financing; and
(l)    Liens with respect to cash collateral deposited by the Borrower and its Subsidiaries with counterparties in the ordinary course of the Borrower and its Subsidiaries’ purchase and sale of energy, power, interest rate hedges, coal and other commodities.
7.2    Assumptions or Guaranties of Indebtedness.  Assume, guarantee, endorse, or otherwise become contingently liable in connection with any obligation, except:
(c)    pursuant to the provisions of this Agreement and Indebtedness to the Lenders;
(d)    Indebtedness incurred in the ordinary course of business, excluding Indebtedness for borrowed money or having the commercial effect of a borrowing of money of Persons which are not Subsidiaries of the Borrower; 
(e)    assumptions, guaranties, endorsements and contingent liabilities within the definition of Indebtedness or permitted by Section 7.8 [Indebtedness]; 
(f)    if such is approved by the IURC or the FERC; or
(g)    such other contingent liabilities incurred after the date hereof which do not exceed $40,000,000 in the aggregate at any time. 
7.3    Dissolution.  Dissolve, liquidate, wind up, merge or consolidate with another Person; provided, however (i) the Borrower may merge with another Person if upon the completion of such merger, the Borrower is the surviving entity, (ii) any Subsidiary may be merged into the Borrower or a wholly owned Subsidiary and (iii) the Borrower may liquidate, dissolve or wind-up immaterial Subsidiaries (a Subsidiary being deemed "immaterial" for this purpose if it has less than 5% of the assets of the Borrower and its consolidated Subsidiaries).
7.4    Sale of Assets.  Sell, lease, transfer or dispose of any of its assets except:
(e)    in the ordinary course of business; 
(f)    as approved by the IURC; 
(g)    any sale of accounts or contracts giving rise to accounts pursuant to the Permitted Receivables Financing; or
(h)    as such are released under the Mortgage and Deed of Trust dated May 1, 1940, from the Borrower to American National Bank and Trust Company of Chicago (or any successor trustee), and any and all supplements thereto.
7.5    Change in Nature of Business.  Make any material change in the nature of its business.
7.6    Sale and Leaseback.  Enter into any sale and leaseback arrangement with any lender or investor, or enter into any leases except in the normal course of business at reasonable rents comparable to those paid for similar leasehold interests in the area and except for those which do not exceed $40,000,000 in any single transaction.
7.7    Sale of Accounts.  Sell, assign, discount, or dispose in any way of promissory notes or trade acceptances held by the Borrower or any Subsidiary, with or without recourse, except pursuant to a Permitted Receivables Financing or otherwise in the ordinary course of business.
7.8    Indebtedness.  Incur, create, become or be liable directly or indirectly in any manner with respect to or permit to exist any Indebtedness except:
(f)    Indebtedness arising in the ordinary course of business (other than Indebtedness for borrowed money);
(g)    Indebtedness under the Loan Documents;
(h)    Indebtedness with respect to trade obligations and other normal accruals and customer deposits in the ordinary course of business not yet due and payable in accordance with customary trade terms or with respect to which the Borrower or the applicable Subsidiary is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent such Person has set aside on its books adequate reserves therefor;
(i)    Indebtedness of the Borrower arising under commercial paper obligations; 
(j)    Indebtedness of the Borrower approved by the IURC or the FERC ("Approved Indebtedness"); 
(k)    Indebtedness secured by Liens permitted under Section 7.1 [Liens];  
(l)    Indebtedness under the Permitted Receivables Financing; 
(m)    Indebtedness entered into in connection with Interest Rate Hedges and Commodity Hedges; and
(n)    Indebtedness incurred under Section 7.2 [Assumptions or Guaranties of Indebtedness].
7.9    Other Agreements.  If there exists an Event of Default or a Potential Default, amend any of the terms or conditions of any indenture, agreement, documents, note or other instrument evidencing, securing, or relating to any other Indebtedness permitted under Section 7.8 [Indebtedness].
7.10    Prepayment of Other Loans.  If there exists an Event of Default or Potential Default, make any prepayment of any principal of or interest on any Indebtedness (other than the Obligations) or any payment, prepayment, redemption, defeasance, sinking fund payment, other repayment or deposit for the purpose of any such prepayment.
7.11    Change of Fiscal Year.  Change its fiscal year.
7.12    Subordination of Claims.  If there exists an Event of Default or Potential Default, subordinate or permit to be subordinated any present or future claim against or obligation of another Person, except as ordered in a bankruptcy or similar creditors' remedy proceeding of such other Person.
7.13    Dividends.  If there exists an Event of Default or Potential Default, declare or make payment of dividends to holders of common equity interests of the Borrower; provided that Subsidiaries may pay dividends to the Borrower or to Subsidiaries that are wholly owned by the Borrower.
7.14    Financial Covenant.  Permit the ratio, determined as of the end of each of its fiscal quarters, of (i) Total Debt to (ii) Consolidated Total Capitalization to be greater than 0.65 to 1.00.
7.15    Affiliates.  Enter into any transaction (including, without limitation, the purchase or sale of any property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms'-length transaction.
7.16    Investments and Acquisitions.  Make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:
(a)    Cash Equivalent and Short-Term Investments.
(b)    Investments in Subsidiaries and other Investments, in each case in existence on the date hereof and described in Schedule 7.16.
(c)    Investments in Persons principally engaged in a field of enterprise engaged in by the Borrower and its Subsidiaries on the date hereof and any other field of enterprise substantially related, ancillary or complementary thereto. 
(d)    other Investments not exceeding $50,000,000 in the aggregate outstanding at any time. 
7.17    Certain Restrictions.  Not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make other distributions on its capital stock owned by the Borrower or any Subsidiary, or pay any Indebtedness owed to the Borrower or any Subsidiary (other than customary limits imposed by corporate law and fraudulent conveyance statutes), (b) make loans or advances to the Borrower or (c) transfer any of its assets or properties to the Borrower (other than pursuant to a Permitted Receivables Financing), except for such encumbrances or restrictions existing by reason of or under (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock of such Subsidiary and (iv) restrictions binding on any Subsidiary on the date it becomes a Subsidiary, provided such restrictions were not created in contemplation of such Person becoming a Subsidiary.
7.18    Reporting Requirements.  The Borrower will furnish or cause to be furnished to the Administrative Agent and each of the Lenders:
(a)    Quarterly Financial Statements.  As soon as available and in any event within forty-five (45) calendar days after the end of each of the first three fiscal quarters in each fiscal year, financial statements of the Borrower, consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President, any Vice President, Chief Financial Officer, Controller, Treasurer, or Assistant Treasurer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.
(b)    Annual Financial Statements.  As soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of the Borrower, audited financial statements of the Borrower consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent.  The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the payment or performance of any covenant, agreement or duty of any the Borrower under any of the Loan Documents.
(c)    Certificate of the Borrower.  Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 7.18(a) [Quarterly Financial Statements] and 7.18(b) [Annual Financial Statements], a certificate (each a "Compliance Certificate") of the Borrower signed by the Chief Executive Officer, President, any Vice President, Chief Financial Officer, Controller, Treasurer, or Assistant Treasurer of the Borrower, in the form of Exhibit 7.18(c).
(d)    Notices. 
(i)    Default.  Promptly after any officer of the Borrower has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or Potential Default and the action which the Borrower Party proposes to take with respect thereto.
(ii)    Litigation.  Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against the Borrower or any Subsidiary of the Borrower which involve a claim or series of claims which could reasonably be expected to result in liability in excess of $25,000,000 or which if adversely determined would constitute a Material Adverse Change.
(iii)    Organizational Documents.  Promptly and in any event within five dates thereafter, any amendment to the Articles of Incorporation or Bylaws of the Borrower.
(iv)    Erroneous Financial Information.  Promptly in the event that the Borrower or its accountants conclude or advise that any previously issued financial statement, audit report or interim review should no longer be relied upon or that disclosure should be made or action should be taken to prevent future reliance.
(v)    ERISA Event.  Promptly upon the occurrence of any ERISA Event.
(vi)    Preferred Stock Filing.  Promptly, written notice of any filing with the IURC to seek authority to issue any preferred stock; 
(vii)    FERC Order.  Promptly upon receipt of the same, a copy of any extension, renewal or replacement of the FERC Order, certified by an officer of the Borrower; and
(viii)    Other Reports.  Promptly upon their becoming available to the Borrower:
(A)    Management Letters.  Any reports including management letters submitted to the Borrower by independent accountants in connection with any annual, interim or special audit,
(B)    Other Information.  Such other reports and information as any of the Lenders may from time to time reasonably request.
ARTICLE VIII     
DEFAULT
8.1    Events of Default.  An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):
(h)    Payments of Principal and/or Interest Under Loan Documents.  Payments of principal of and/or interest on the 2015A Notes and/or 2015B Notes are not made when due;
(i)    Mandatory Tender for Purchase.  (i) The Borrower shall fail to pay the Purchase Price of the 2015A Notes and/or the 2015B Notes to the Administrative Agent on the Initial Bank Purchase Date, or (ii) the Borrower shall fail to pay the Purchase Price of the 2015A Notes and/or the 2015B Notes to the Administrative Agent on any other Bank Purchase Date;
(j)    Payments under Loan Document.  The Borrower shall fail to make any other payment under this Agreement or the other Loan Documents when due or within the applicable grace period, if any, set forth herein or therein;
(k)    Breach of Warranty.  Any representation or warranty made at any time by the Borrower herein or in any other Loan Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished;
(l)    Breach of Negative Covenants or Visitation Rights.  The Borrower shall default in the observance or performance of any covenant contained in Section 6.1 [Preservation of Existence], Section 6.5 [Visitation Rights], Section 6.9 [Anti-Terrorism Laws; International Trade Law Compliance] or Article VII [Negative Covenants];
(m)    Breach of Other Covenants.  The Borrower shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a period of thirty (30) days;
(n)    Defaults in Other Agreements or Indebtedness.  A default or event of default shall occur at any time under the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which the Borrower or any Subsidiary of the Borrower may be obligated as a borrower or guarantor in excess of $25,000,000 in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any period of grace permitted with respect thereto, whether waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any Indebtedness (whether or not such right shall have been waived) or the termination of any commitment to lend;
(o)    Final Judgments or Orders.  Any final judgments or orders for the payment of money in excess of $50,000,000 in the aggregate shall be entered against the Borrower by a court having jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) consecutive days from the date of entry;
(p)    Loan Document Unenforceable.  Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party's successors and assigns (as permitted under the Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby;
(q)    Uninsured Losses; Proceedings Against Assets.  There shall occur any material uninsured damage to or loss, theft or destruction of any assets of the Borrower in excess of $50,000,000 or the Borrower's assets in excess of $50,000,000 are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;
(r)    Events Relating to Plans and Benefit Arrangements.  (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of Borrower (a)  under Title IV of ERISA to a Pension Plan, Multiemployer Plan or the PBGC, (b) to the IRS under Chapter 43 of the Code or to the U.S. Department of Labor, PBGC or other person under Sections 406, 409, 502(c)(i) or (l), or 4071 of ERISA , or (c) to the IRS  because of the failure of any “welfare benefit plan” (as described in Section 3(1) of ERISA) sponsored or maintained by the Borrower or any ERISA Affiliate that provides insured medical benefits, to satisfy the non-discrimination requirements of Section 105 of the Code, in each case in an aggregate amount in excess of $50,000,000, or (ii) the Borrower fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $50,000,000;
(s)    Change of Control.  (i) IPALCO shall at any time fail to own, directly or indirectly, all of the issued and outstanding common stock of the Borrower or (ii) IPALCO shall at any time not be entitled to elect a majority of the members of the Board of Directors of the Borrower;
(t)    Mortgage Event of Default.  The Borrower shall suffer to exist beyond any applicable grace period any event of default under the Mortgage and Deed of Trust from the Borrower to American National Bank and Trust Company of Chicago (or any successor trustee), dated May 1, 1940, and any and all supplements thereto, unless such event of default has been waived in writing by the appropriate party or parties to such agreement; or
(u)    Relief Proceedings.  (i) A Relief Proceeding shall have been instituted against any the Borrower or any Subsidiary of the Borrower and such Relief Proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days or such court shall enter a decree or order granting any of the relief sought in such Relief Proceeding, (ii) the Borrower or any Subsidiary of the Borrower institutes, or takes any action in furtherance of, a Relief Proceeding, or (iii) any Borrower or any Subsidiary of the Borrower ceases to be Solvent or admits in writing its inability to pay its debts as they mature;
8.2    Consequences of Event of Default.
(h)    In General.  If an Event of Default under Section 8.1 of this Agreement shall occur and be continuing, the Administrative Agent may, and, upon the request of the Required Lenders, shall:
(i)    notify the Trustee of such Event of Default, direct the Trustee to declare an Event of Default (as defined in the Indenture), accelerate the 2015A Notes and direct the Trustee to exercise remedies under the Issuer Documents;
(ii)    notify the Trustee of such Event of Default, direct the Trustee to declare an Event of Default (as defined in the Indenture), accelerate the 2015B Notes and direct the Trustee to exercise remedies under the Issuer Documents;
(iii)    declare the principal and all amounts owing under the Bank Documents and otherwise owing by the Borrower to the Lenders to be immediately due and payable (and if an Event of Default under Section 8.1(n) [Relief Proceeding] shall occur, all such amounts shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived); and
(iv)    exercise any right or remedy which it has under this Agreement or any of the other Bank Documents or Issuer Documents or otherwise available at law or in equity or by statute and all of the Lenders' rights and remedies will be cumulative.  No application of Note proceeds by the Lenders shall be deemed to cure any Event of Default, unless the Administrative Agent otherwise expressly agrees in writing.
(i)    Set-off.  If an Event of Default shall have occurred and be continuing, each Lender, and each of its respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 2.5(e) [Sharing of Payments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, or any such Affiliate or participant to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender,  Affiliate or participant, irrespective of whether or not such Lender, Affiliate or participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness.  The rights of each Lender, and its respective Affiliates and participants under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, or its respective Affiliates and participants may have.  Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
(j)    Application of Proceeds.  From and after the date on which the Administrative Agent has taken any action pursuant to this Section 8.2(c) and until all Obligations of the Borrower have been paid in full, any and all proceeds received by the Administrative Agent from the exercise of any other remedy by the Administrative Agent, shall be applied as follows:
(i)    first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' and paralegals' fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with collection of any Obligations of the Borrower under any of the Loan Documents, including advances made by the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the assets of the Borrower;
(ii)    second, to the repayment of all Obligations then due and unpaid of the Borrower to the Lenders or their Affiliates incurred under this Agreement, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may determine in its discretion; and
(iii)    the balance, if any, as required by Law.
(k)    Enforcement of Rights and Remedies.  Notwithstanding anything to the contrary contained herein or in any other Loan Document (except subject to any rights of the Trustee to direct and enforce rights and remedies as expressly provided in the Indenture or Notes), the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (except to the extent, if any, expressly prohibited by the provisions of the Indenture or Notes) (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance with Section 8.2(b) (subject to the terms of Section 2.5(e) [Sharing of Payments by Lenders]), or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Insolvency Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2(d), and (2) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 2.5(e) [Sharing of Payments by Lenders]), any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
ARTICLE IX     
THE ADMINISTRATIVE AGENT
9.1    Appointment and Authority.  Each of the Lenders hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.
9.2    Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
9.3    Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:
(j)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred and is continuing;
(k)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and
(l)    shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.1 [Modifications, Amendments or Waivers] and 8.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV[Conditions Precedent to Closing and Funding] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.4    Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the taking of the related action.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
9.5    Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent.  The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article IX shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
9.6    Resignation of Administrative Agent.  The Administrative Agent may at any time give notice of its resignation to the Lenders, and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Article IX.  Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents, the provisions of this Section 9.6 and Section 10.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
9.7    Non-Reliance on Administrative Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
9.8    No Other Duties, etc.  Anything herein to the contrary notwithstanding, none of the Sole Bookrunner, Lead Arranger, and Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, or a Lender hereunder.
9.9    Administrative Agent's Fee.  The Borrower shall pay to the Administrative Agent a nonrefundable fee (the "Administrative Agent's Fee") under the terms of the Fee Letter.
9.10    No Reliance on Administrative Agent's Customer Identification Program.  Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender's, Affiliate's, participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Borrower, its Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Laws.
9.11    Holders of Notes.  The Administrative Agent may deem and treat any payee of the Notes as the owner thereof for all purposes hereof unless and until written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.  Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of the Notes shall be conclusive and binding on any subsequent holder, transferee or assignee of the Notes or of the Notes issued in exchange therefor.
ARTICLE X     
MISCELLANEOUS
10.1    Modifications, Amendments or Waivers.  With the written consent of the Required Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Borrower hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder.  Any such agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Borrower; provided, that no such agreement, waiver or consent may be made which will:
(i)    Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment.  Change the Bank Purchase Date, the time for payment of principal or interest on the Notes, or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by the Notes or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby; or
(j)    Miscellaneous.  Amend Section 2.5(d) [Pro Rata Treatment of Lenders], 9.3 [Exculpatory Provisions, Etc.] or 2.5(e) [Sharing of Payments by Lenders] or this Section 10.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders directly affected thereby.
provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent may be made without the written consent of such Administrative Agent, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 10.1(a) and 10.1(b) above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 2.13 [Replacement of a Lender].   Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
10.2    No Implied Waivers; Cumulative Remedies.
No course of dealing and no delay or failure of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege.  The rights and remedies of the Administrative Agent and the Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have.
10.1    Expenses; Indemnity; Damage Waiver.
(k)    Costs and Expenses.  The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii)  all reasonable out-of-pocket expenses incurred by the Administrative Agent, or any Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Notes (including the related loans), including all such reasonable out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the Notes (including the related loans).  
(l)    Indemnification by the Borrower.  The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or nonperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Notes (including the related loans)  or the use or proposed use of the proceeds therefrom, (iii) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  This Section 10.3(b) [Indemnification by the Borrower] shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(m)    Reimbursement by Lenders.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 10.3(a) [Costs and Expenses] or 10.3(b) [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), or such Related Party, as the case may be, such Lender's Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. 
(n)    Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Note (including the related loans) or the use of the proceeds thereof.  No Indemnitee referred to in Section 10.3(b) [Indemnification by Borrower] shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(o)    Payments.  All amounts due under this Section shall be payable not later than ten (10) days after demand therefor. 
10.2    [Reserved].  
10.3    Notices; Effectiveness; Electronic Communication.
(d)    Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.5(b) [Electronic Communications]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier (i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on Schedule 1.1(B).  
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices delivered through electronic communications to the extent provided in Section 10.5(b) [Electronic Communications], shall be effective as provided in such Section. 
(e)    Electronic Communications.  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.  Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(f)    Change of Address, Etc.  Any party hereto may change its address, e mail address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.
10.4    Severability.  The provisions of this Agreement are intended to be severable.  If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
10.5    Duration; Survival.  All representations and warranties of the Borrower contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full.  All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in Article II [Purchase of Notes; Guaranty; Fees; Payments: Increased Costs] and Section 10.3 [Expenses; Indemnity; Damage Waiver] shall survive Payment In Full.  All other covenants and agreements of the Borrower shall continue in full force and effect from and after the date hereof and until Payment In Full. 
10.6    Successors and Assigns.
(c)    Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.8(b) [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8(e) [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.8(d) [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(d)    Assignments by Lenders.  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Notes at the time owned by it); provided that any such assignment shall be subject to the following conditions:
(iv)    Minimum Amounts.
(A)    in the case of an assignment of the entire remaining amount of the assigning Lender's Notes at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)    in any case not described in clause (i)(A) of this Section 10.8(b), the principal outstanding balance of the Notes of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
(v)    Proportionate Amounts.  Each partial assignment shall (a) be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Notes assigned, and (b) be made on a pro-rata basis relating to such Lender’s Notes.
(vi)    Required Consents.  No consent shall be required for any assignment except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.
(vii)    Assignment and Assumption Agreement.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.
(viii)    No Assignment to Borrower.  No such assignment shall be made to the Borrower or any of the Borrower's Affiliates or Subsidiaries.
(ix)    No Assignment to Natural Persons.  No such assignment shall be made to a natural person.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.8(c) [Register], from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.9 [Increased Costs], and 10.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.8(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.8(d) [Participations].
(e)    Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a record of the names and addresses of the Lenders, and principal amounts of the Notes owing to, each Lender pursuant to the terms hereof from time to time.  Such register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(f)    Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of the Notes owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders, shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.  
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree (other than as is already provided for herein) to any amendment, modification or waiver with respect to Section 10.1(a) [Extension of Payment, Etc.] that affects such Participant.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9 [Increased Costs], 2.10 [Taxes], and 2.11 [Indemnity] (subject to the requirements and limitations therein, including the requirements under Section 2.10(g) [Status of Lenders] (it being understood that the documentation required under Section 2.10(g) [Status of Lenders] shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.8(b) [Assignments by Lenders]; provided that such Participant (A) agrees to be subject to the provisions of Section 2.13 [Replacement of a Lender] and Section 2.14 [Designation of a Different Lending Office] as if it were an assignee under Section 10.8(b) [Assignments by Lenders]; and (B) shall not be entitled to receive any greater payment under Sections 2.9 [Increased Costs] or 2.10 [Taxes], with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.13 [Replacement of a Lender] and Section 2.14 [Designation of Different Lending Office] with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2(b) [Set-off] as though it were a Lender; provided that such Participant agrees to be subject to Section 2.5(e) [Sharing of Payments by Lenders] as though it were a Lender.
Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Notes or other obligations under the Loan Documents (the "Participant Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Notes, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(g)    Certain Pledges; Successors and Assigns Generally.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
10.7    Confidentiality.
(a)    General.  Each of the Administrative Agent, and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (Y) becomes publicly available other than as a result of a breach of this Section or (Z) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
(b)    Sharing Information With Affiliates of the Lenders.  The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 10.9(a) [General].
10.8    Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof including any prior confidentiality agreements and commitments.  Except as provided in Article IV [Conditions Precedent to Closing and Funding], this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email shall be effective as delivery of a manually executed counterpart of this Agreement.
10.9    CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
(a)    Governing Law.  This Agreement shall be deemed to be a contract under the Laws of the State of Indiana without regard to its conflict of laws principles.  
(b)    SUBMISSION TO JURISDICTION.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF INDIANA SITTING IN MARION COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF INDIANA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH INDIANA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)    WAIVER OF VENUE.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 10.11.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.
(d)    SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION].  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
(e)    WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.  
10.10    USA Patriot Act Notice.  Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Borrower in accordance with the USA Patriot Act. 
 [SIGNATURE PAGES FOLLOW]





2






[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.


INDIANAPOLIS POWER & LIGHT COMPANY


By:                             
      Connie R. Horwitz 
      Assistant Treasurer






















    













[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]


	
		
	 
	PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
By:   
      Tracy J. Venable
      Senior Vice President



	 
	 








 [SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]


U.S. BANK NATIONAL ASSOCIATION
By:    




	
		
	 
	 

	 
	 








[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]


BMO HARRIS BANK N.A., individually and as Documentation Agent
By:    


[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]


SUNTRUST BANK
By:    
      


	
		
	 
	 

	 
	 








[SIGNATURE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
	
		
	 
	 

	 
	 




THE HUNTINGTON NATIONAL BANK
By:    
      
SCHEDULE 1.1(A)
PRICING GRID-- 
VARIABLE PRICING AND FEES BASED ON BORROWER'S RATING
The "Applicable Margin" for any day is the rate per annum set forth below corresponding to the Status that exists on such day:
	
			
	

Level
	

Borrower's Rating
(Fitch/Moody's/S&P)
	

Applicable
Margin 



	1
	≥ A-/A3/A-
	1.000%

	2
	≥ BBB+/Baa1/BBB+
	1.125%

	3
	≥ BBB/Baa2/BBB
	1.250%

	4
	≥ BBB-/Baa3/BBB-
	1.500%

	5
	≥ BB+/Ba1/BB+
	1.875%

	6
	< BB+/Ba1/BB+
	2.125%






For purposes of this Schedule, the following terms have the following meanings:
"Fitch" means Fitch, Inc.
"Fitch Rating" means the rating assigned to the senior unsecured long-term debt securities of the Borrower without third-party credit enhancement, and any rating assigned to any other debt security of Fitch shall be disregarded.  If Fitch does not maintain a senior unsecured debt rating for the Borrower, "Fitch Rating" shall mean the corporate credit rating assigned by Fitch to the Borrower.  The rating in effect on any date is that in effect on the close of business on such date.
"Moody's" means Moody's Investors Service, Inc.
"Moody's Rating" means the rating assigned to the senior unsecured long-term debt securities of the Borrower without third-party credit enhancement, and any rating assigned to any other debt security of the Borrower shall be disregarded.  If Moody's does not maintain a senior unsecured debt rating for the Borrower, "Moody's Rating" shall mean the corporate credit rating assigned by Moody's to the Borrower.  The rating in effect on any date is that in effect on the close of business on such date.
"Rating" means a Fitch Rating, Moody's Rating or S&P Rating, as appropriate.
"Rating Agency" means Fitch, Moody's or S&P, as appropriate.
"S&P" means Standard & Poor's Ratings Group.
"S&P Rating" means the rating assigned to the senior unsecured long-term debt securities of the Borrower without third-party credit enhancement, and any rating assigned to any other debt security of the Borrower shall be disregarded.  If S&P does not maintain a senior unsecured debt rating for the Borrower, "S&P Rating" shall mean the corporate credit rating assigned by S&P to the Borrower.    The rating in effect on any date is that in effect on the close of business on such date.
"Status" refers to the determination of which of Level 1 Status, Level 2 Status, Level 3 Status, Level 4 Status, Level 5 Status or Level 6 Status exists at any date.
For purposes of the foregoing, (a) if no Rating Agency shall have in effect a Rating, the Applicable Margin will be set in accordance with Level 6; (b) if only one Rating Agency shall have in effect a Rating, the Applicable Margin shall be determined by reference to the available Rating; (c) if only two of the Rating Agencies have in effect a Rating and such Ratings shall fall within different levels, the Applicable Margin shall be based upon the higher Rating unless such Ratings differ by two or more levels, in which case the applicable level will be deemed to be one level below the higher of such levels; (d) if the Ratings shall fall within three different levels, then the Applicable Margin shall be based upon one level above the mid-point between the highest and lowest Rating (or if such calculation does not yield an exact mid-point Rating, the higher of the two intermediate mid-point Ratings); (e) if the Ratings shall fall within different levels and two of the Ratings fall in the same level (the "Majority Level"), and the third Rating is in a different level, then the Applicable Margin shall be determined by reference to the Majority Level; (f) if any Rating shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the Rating Agency making such change.  


SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Part 1 – Commitments of Lenders and Addresses for Notices to Lenders
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	
				
	Lender
	2015A 
Commitment
	2015B 
Commitment
	Ratable
Share

	Name:  PNC Bank, National Association 
Address:  101 W. Washington, Suite 200E  
Indianapolis, IN  46255  
Attention:  Tracy J. Venable
Telephone:   (317) 267-7066 
Telecopy:   (317) 267-8899 

	 
 
 

 
$6,666,666.67
	 
 
 

 
$13,333,333.33
	 
 

 
 
22.222222222%

	Name:  U.S. Bank National Association 
Address:  425 Walnut Street 
8th Floor 
ML CN-OH-W8 
Cincinnati, OH 45202 
Attention:  Eric J. Cosgrove 
Telephone:   (513) 632-3033 
Telecopy:   (513) 632-2068
	 
 
 



 
$3,333,333.33
	 
 
 



 
$6,666,666.67
	 
 



 
 
11.111111111%

	

Name:  BMO Harris Bank N.A. 
Address:  135 N. Pennsylvania Street, 9th Flr.
Indianapolis, IN 46204 
Attention:  Betsy Phillips


Telephone:   (317) 269-1291 
Telecopy:   (317) 269-2169
	 
 
 



 
$10,000,000.00
	 
 
 



 
$20,000,000.00
	 
 
 



 
33.333333333%

	 
	 
	 
	 






	
				
	Name:  SunTrust Bank 
Address:  3333 Peachtree Rd NE 
Atlanta, GA 30326 
Attention:   Yann Pirio
Telephone:   (404) 439-7460 
Telecopy:   (404) 827-6270
	 
 
 

 
$3,333,333.33
	 
 
 

 
$6,666,666.67
	 
 
 

 
11.11111111111%

	

Name:  The Huntington National Bank 
Address:  41 South High Street 
Columbus, OH 43215 
Attention:  Joshua Elsea
Telephone:   (614) 480-5429 
Telecopy:   (877) 274-8593
	 
 
 



 
$6,666,666.67
	 
 
 



 
$13,333,333.33
	 
 
 



 
22.222222222%

	 
	 
	 
	 

	   Total
	$30,000,000.00
	$60,000,000.00
	100%




 
SCHEDULE 1.1(B)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES


Part 2 - Addresses for Notices to Borrower and Guarantors:
ADMINISTRATIVE AGENT
Name: PNC Bank, National Association 
Address: One PNC Center, Suite 400E 
Indianapolis, IN 46255 
Attention: Tracy J. Venable
Telephone:    (317) 267-7066 
Telecopy:    (317) 267-7399
With a Copy To:
Agency Services, PNC Bank, National Association 
Mail Stop: P7-PFSC-04-I 
Address: 500 First Avenue 
Pittsburgh, PA 15219 
Attention:    Agency Services 
Telephone:    (412) 762-6442 
Telecopy:    (412) 762-8672
BORROWER:
Name: Indianapolis Power & Light Company 
Address: One Monument Circle 
Indianapolis, IN 46204 
Attention: Connie R. Horwitz
Telephone:    (317) 261-8670 
Telecopy:    (317) 630-0609


EXHIBIT 2.10(g)(A)
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Note Purchase and Covenants Agreement dated as of December 22, 2015 (as amended, supplemented or otherwise modified from time to time, the "Covenants Agreement"), among Indianapolis Power & Light Company, and each lender from time to time party thereto.
Pursuant to the provisions of Section 2.10 [Taxes] of the Covenant Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of Notes in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Covenants Agreement and used herein shall have the meanings given to them in the Covenants Agreement.
[NAME OF LENDER]
By:                        
 
    Name:
 
    Title:
Date: ______ __, 20[__]


EXHIBIT 2.10(g)(B)
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Note Purchase and Covenants Agreement dated as of December 22, 2015 (as amended, supplemented or otherwise modified from time to time, the "Covenants Agreement"), among Indianapolis Power & Light Company, and each lender from time to time party thereto.
Pursuant to the provisions of Section 2.10 [Taxes] of the Covenants Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code].
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Covenants Agreement and used herein shall have the meanings given to them in the Covenants Agreement.
[NAME OF PARTICIPANT]
By:                        
 
    Name:
 
    Title:
Date: ______ __, 20[__]


EXHIBIT 2.10(g)(C)
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Covenants Agreement dated as of December 22, 2015 (as amended, supplemented or otherwise modified from time to time, the "Covenants Agreement"), among Indianapolis Power & Light Company, and each lender from time to time party thereto.
Pursuant to the provisions of Section 2.10 [Taxes] of the Covenants Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Covenants Agreement and used herein shall have the meanings given to them in the Covenants Agreement.
[NAME OF PARTICIPANT]
By:                        
 
    Name:
 
    Title:
Date: ______ __, 20[__]


EXHIBIT 2.10(g)(D)
[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Covenants Agreement dated as of December 22, 2015 (as amended, supplemented or otherwise modified from time to time, the "Covenants Agreement"), among Indianapolis Power & Light Company, and each lender from time to time party thereto.
Pursuant to the provisions of Section 2.10 [Taxes] of the Covenants Agreement, the undersigned hereby certifies that (i) it is the sole record owner of Notes in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Notes, (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Covenants Agreement and used herein shall have the meanings given to them in the Covenants Agreement.
[NAME OF LENDER]
By:                        
 
    Name:
 
    Title:
Date: ______ __, 20[__]