**Exhibit 99.6
**REMARKETING AGREEMENT**

**by and between**

**INDIANAPOLIS POWER LIGHT & COMPANY**

**and**

**J.P. Morgan Securities Inc.**

 

**Dated September 30, 1997**

 

**$40,000,000City of Petersburg, IndianaPollution Control Refunding Revenue BondsAdjustable Rate Tender Securities (ARTS)SM, Series 1995B(Indianapolis Power Light & Company Project)**

 

**REMARKETING AGREEMENT**

 This Remarketing Agreement, dated as of September 30, 1997, is betweenIndianapolis Power' & Light Company (the "Company") and J.P. Morgan SecuritiesInc., as remarketing agent (the "Agent"), and related to $40,000,000 aggregateprincipal amount of the Pollution Control Refunding Revenue Bonds, AdjustableRate Tender Securities (ARTS)SM, Series 1995B (Indianapolis Power & LightCompany Project) (the "Bonds") issued pursuant to an Indenture of Trust, datedas of October 1, 1995 (the "Indenture"). between the City of Petersburg,Indiana {the "Issuer"), and Bank One, Indianapolis. N,A, Indianapolis, Indiana,as Trustee, Tender Agent, Paying Agent and Bond Registrar Terms used as definedterms herein and not otherwise defined are used as defined in theIndenture. 

1. Representation and Warranties.  The Company represents andwarrants to the Agent that:

 (a) The representations and warranties made by the Company in theRepresentation and Indemnity Agreement from the Company to the Issuer and J,P.Morgan Securities Inc., as Underwriter, authorizing the sale of the Bonds, aretrue and correct as of' the date hereof, 

 (b) This Agreement bas been duly authorized by the Company and constitutesthe legal., valid and binding obligation of the Company, enforceable against theCompany in accordance with its terms, except as such enforceability may belimited by bankruptcy or other laws affecting the enforcement of creditors'rights generally or by general equitable principles and except as rights ofindemnity or contribution hereunder may be limited by public policy. 

 2. Certain Agreements of the Company

 The Company agrees with the Agent that: 

 (a) The Company will, at its expense, supply or cause to be supplied to theAgent, promptly following any request therefor by the Agent, a disclosuredocument (the "Offering Document") in form and substance satisfactory to theAgent that describes the Company (which description may be by incorporation byreference of filings by the Company with the Securities and Exchange Commission(the "Commission")), the Bonds, the Indenture, the Loan Agreement, the Note,[the Bond Insurance Policy,] the federal income tax consequences to the ownersof the Bonds, the remarketing arrangements and, if the Bonds will be in a LongTerm Rate Period, the Company's First Mortgage and First Mortgage Bond to bedelivered to the Trustee pursuant to the Indenture, together with such number ofcopies of the Offering Document and documents relating thereto as the Agent mayreasonably request. If any event of which the Company has knowledge occurs as aresult of which the Offering Document. as then amended or supplemented, wouldinclude an untrue statement of a material fact or omit to state a material factnecessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading, the Company, in cooperation with theIssuer and the Agent, will promptly amend or supplement the Offering Document tocorrect such statement or supply such omitted fact; provided, however, that nosuch amendment or supplement will be made prior to allowing the Agent areasonable opportunity to review it. The Company will supply or cause to besupplied to the Agent such number of copies of the Offering Document, as soamended, or such supplement as the Agent may reasonably request from time totime. In any event, the Company sha11 supply or cause to be supplied to theAgent sufficient copies of the Offering Document, and any amendments orsupplements thereto, within such time period as shall permit the Agent to complywith the provisions of Rule 15c2-12 promulgated by the Commission, to the extentapplicable (the "Rule" ). The Company further agrees that it will enter intosuch written undertakings as may be required under the provisions of Section(b)(5) of the Rule.

 (b) The Company immediately will notify the Agent by telephone (promptlyconfirmed in writing) of: (i) any fact or occurrence as a result of which theOffering Document would be or become false or misleading in any materia1respect, (ii) any material adverse change in the financial condition or generalaffairs of the Company, including any fact or occurrence as a result of which itbecome necessary for the Company to file a Current Report on Form 8-K under theSecurities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) anyreplacement of the Trustee, the Bond Registrar, the Paying Agent or the TenderAgent under the Indenture, (iv) any event of default under the Indenture, theLoan Agreement or any event which, with notice or lapse of time or both, wouldconstitute such an event of default, (v) any failure on the part of the BondInsurer to comply with the provisions of the Bond Insurance Policy, (vi) theprovision of any credit enhancement or liquidity facility pursuant to theIndenture, (vii) any change in the dates for the redemption or purchase of theBonds, (viii) any reduction, qualification or withdrawal or any suggestion bythe rating agency or agencies rating the Bonds that it is, or either of them areconsidering a possible reduction, qualification or withdrawal in the rating ofthe Bonds, (ix) any adverse change or threatened adverse change, in the federalincome tax treatment of owners of the Bonds and (x) the need for an opinion oftax counsel as to the tax status of any of the Bonds. 

 (c) The Company will deliver to the Agent (i) copies of all reports or othercommunications furnished to stockholders, (ii) copies of all reports andfinancial statements furnished to or filed with the Commission or any nationalsecurities exchange on which any securities of the Company are listed and (iii)such additional information concerning the business and financial condition ofthe Company as the Agent may from time to time reasonably request 

 3. Remarketing

 (a) The Agent hereby accepts the appointment by the Issuer pursuant toSection 12.0 l of the Indenture of the Agent as the exclusive agent of theIssuer for the remarketing of the Bonds as set forth herein, In reliance on therepresentations contained herein and subject to the terms hereof', the Agentagrees to use its best efforts to solicit offers to purchase, at a price atleast equal to the principal amount thereof, plus accrued interest, if any, theBonds with respect to which it is acting as Agent and which it has been advisedby the Tender Agent have been tendered. by the holders thereof pursuant toSection 3.01 of the Indenture, and to perform the other obligations of the Agentas set forth in the Indenture.  

 (b) In the event (i) there shall occur the outbreak or escalation ofhostilities involving the United States of America., or other national orinternational calamity or emergency, the effect of' which on the financialmarkets of the United States, in the reasonable opinion of the Agent, would makeit impracticable or' inadvisable to sell the Bonds; (ii) there shall occur ageneral suspension of trading or the fixing of minimum or maximum prices fortrading on the New York Stock Exchange; (iii) there shall occur a generalbanking moratorium declared by either federal, New York or State authoritieshaving jurisdiction; (iv) in the reasonable opinion of the Agent, the marketprice of the Bonds might be adversely affected because: (A) additional materialrestrictions not in force as of the date hereof shall have been imposed upontrading in securities generally by any governmental or regulatory authority orby any national securities exchange, (B) the New York Stock Exchange or othernational securities exchange, or any governmental or regulatory authority, shallimpose, as to the Bonds or similar obligations, any material restrictions whichare not now in force or increase materially those now in force, with respect tothe extension of credit by, or the charge to the net capital requirements of,underwriters, or (C) the President of the United States of America, a member ofhis cabinet or the Commission, including a lesser official acting on the behalfof any of them or a member of the Congress, shall have announced the intendedintroduction of legislation to achieve the same effect as that described insubclause (A) or (B) of this clause (iv); or (v) there shall occur any of theevents contemplated by Section 2(b) which, in the reasonable opinion of theAgent, might adversely affect the market price of the Bonds, or the Agent shallnot have received copies of an Offering Document as and when required by Section2(a), then, in each such event, whether the Agent learns thereof from theCompany, the Issuer or otherwise, and so long as such situation continues toexist, the Agent shall have the right to suspend its efforts to solicit offersto purchase the Bonds.. The Agent shall promptly notify the Company of any suchsuspension.

 (c) As compensation for the Agent's services hereunder, the Company shallpay the Agent (i) during the first year after issuance of the Bonds, an annualfee equal to 0.075% of the outstanding principal amount of the Bonds, payableupon billing quarter1y in arrears, commencing January 1, 1998 and (ii) aftersuch first year or in connection with any Conversion of Interest Rate Mode, afee to be negotiated by the Company and the Agent. The Company also agrees topay the reasonable out-of-pocket expenses of the Agent (including, withoutlimitation, the fees and disbursements of its counsel and any costs incurred inconnection with the preparation, reproduction and delivery of documents)incurred in connection with the performance of its obligations hereunder. 

 4. The Agent.

 (a) The Agent will be acting solely as the Issuer's agent in the resale ofthe Bonds, and the Agent's responsibility is limited to the use of its bestefforts to solicit offers to purchase the Bonds.

  (b) The Agent, in its individual capacity, either as principal oragent, may buy, sell, own, hold and deal in any of the Bonds, and may join inany action which any holders of Bonds may be entitled to take, with like effectas if it did not act in any capacity hereunder. The Agent, in its individualcapacity, either as principal or agent may also engage in or be interested inany financial or other transaction with the Issuer or the Company (or anyrelated persons) and may act as depository, trustee or agent for any committeeor body of holders of Bonds or other obligations of the Issuer or the Company asfreely as if it did not act in any capacity hereunder. 

 (c) The Agent shall not incur any liability to the Issuer, the Company orany other person for its actions as Agent pursuant to the terms of thisAgreement and the Indenture except for its willful misconduct or grossnegligence. In setting the interest rates on the Bonds, the Agent shall not beliable for any error made in good faith. 

 (d) The duties and ohligations of the Agent shall be determined solely bythe express provisions of this Agreement and the Indenture, and the Agent shallnot be responsible for the performance of any other duties and obligations thanas are specifically set forth in this Agreement and the Indenture, and noimplied covenants or obligations shall be read into this Agreement or theIndenture against the Agent. The Agent may conclusively rely upon any notice ordocument given or furnished to it and conforming to the requirements of thisAgreement or the Indenture, and may rely and shall be protected in acting uponsuch notice or any document reasonably believed by it to be genuine and to havebeen given, signed or presented by the proper party or parties.

 5. Indemnity and Contribution.

  (a) The Company agrees to indemnify and hold harmless the Agent andany officer or employee of the Agent and each person, if any, who controls theAgent within the meaning of Section 15 of the securities Act of 1933, as amended(the "Secu1ities Act") or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several to which any of them may becomesubject, under the Securities Act, the Exchange Act or otherwise insofar assuch losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon any untrue statement or alleged untrue statementof any material fact contained in the Offering Document (including any documentsincorporate by reference therein), or the Offering Document as it may beamended or supplemented, or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading, and will reimburse each of them for any legal or other expenses reasonably incurredby them in connection with investigating or defending any such action or claim; provided however, that the Company shall not be liable in any such case to theextent that any such loss, claim, damage or liability arises out of or is basedupon an untrue statement or alleged untrue statement or omission or allegedomission made in the Offering Document, or the Offering Document as it may beamended or supplemented, in reliance upon and in conformity with writteninformation furnished to the Company by the Agent for use therein describing itsrole as Agent, and provided further that this indemnity shall not inure to thebenefit of the Agent (or of any person controlling the Agent) on account of anylosses, claims, damages or liabilities arising from a sale of Bonds to anyperson if the Agent failed to deliver a copy of the Offering Document, as the same may then be supplemented or amended, to such person and the deliverythereof would have been a valid defense to the action from which such loss,claim, damage or liability arose. For purposes of the second provision to theimmediately preceding sentence, the term Offering Document shall not be deemedto include the documents incorporated or deemed incorporated therein byreference, and the Agent shall not be obligated to send or give any supplementor amendment to any document incorporated or deemed incorporated by referencein the Offering Document to any person other than a person to whom the Agenthas delivered such incorporated documents in response to a written requesttherefor. The indemnity agreement in this subdivision (a.) shall be inaddition to any liability which the Company may otherwise have and shall extendupon the same terms and conditions to each person, if any, who controls theAgent within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act. 

 (b) The Agent agrees to indemnify and hold harmless the Company and anyofficer or employee of the Company against any losses, claims, damagesor liabilities to which the Company or any officer or employee of the Company maybecome subject, under the Securities Act, the Exchange Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon any untrue statement or alleged untruestatement of any material fact contained in the Offering Document, or theOffering Document as it may be amended or supplemented, or arise out of or arebased upon the omission or the alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein notmisleading, in each case to the extent, but only to the extent, that suchuntrue statement or alleged untrue statement or omission or alleged omissionwas made in the Offering Document, or the Offering Document as it may be amendedor supplemented, in reliance upon and in conformity with written informationfurnished to the Company by the Agent for use therein to describe its role asAgent, and will reimburse the Company for any legal or other expenses reasonablyincurred by the Company in connection with investigating or defending any suchaction or claim. The indemnity agreement contained in this subdivision (b)shall be in addition to any liability which the Agent may otherwise have andshall extent upon the same terms and conditions, to each officer and director ofthe Company and to each person, if any, who controls the Company within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act

 (c) Promptly after receipt by an indemnified party under subdivision (a)or (b)above of the notice of the commencement of any action, such indemnified partyshall; if a claim in respect thereof is to be made against the indemnifyingparty under such subdivision, notify the indemnifying party in writing of thecommencement thereof; but the omission so to notify the indemnifying party shallnot relieve it from any liability which it may have to any indemnified partyotherwise than under such subdivision. In case any such action shall be broughtagainst any indemnified party, and it shall notify the indemnifying party of thecommencement thereof, the indemnifying party shall be entitled to participatein, and, to the extent that it shall wish, jointly with any other indemnifyingparty, similarly notified, to assume the defense thereof, with counsel selectedby the indemnifying party, but reasonably satisfactory to such indemnifiedparty; provided, however, if the defendants in any such action include boththe indemnified party and the indemnifying party and the indemnified partyshall have reasonably concluded that there may be legal defenses available toit and/or other indemnified parties which are different from or additional tothose available to the indemnifying party, the indemnified party or partiesshall have the right to select separate counsel to assume such legal defensesand to otherwise participate in the defense of such action on behalf of suchindemnified party or parties. Upon receipt of notice from the indemnifying partyto such indemnified party of its election so to assume the defense of suchaction and approval by the indemnified party of counsel, the indemnifying partywill not be liable to such indemnified party under this Section 5 for any lega1or other expenses subsequently incurred by such indemnified party in connectionwith the defense thereof unless (i) the indemnified party shall have employedsuch counsel in connection with the assumption of legal defenses in accordancewith the proviso to the immediately preceding sentence (it being understood,however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel representing the indemnified parties undersubdivision (a) or (b), as the case may be, who are parties to such action), (ij)the indemnifying party shall not have employed counsel satisfactory to theindemnified party to represent the indemnified party within a reasonable timeafter notice of commencement of the action or (iii) the indemnifying party hasauthorized the employment of counsel for the indemnified party at the expense ofthe indemnifying party. The indemnifying party shall not be liable for anysettlement of any proceeding effected without its written consent, but ifsettled with such consent or if there is a final judgment for the plaintiff notappealed by the indemnifying party, the indemnifying party agrees to indemnifyand hold harmless the indemnified party from and against loss or liability byreason of such settlement or judgment to the extent required hereby. 

 (d) If theindemnification provided for in paragraphs (a) or (b) of this Section 5 isheld by a court to be unavailable to an indemnified party in respect of anylosses, claims, damages or liabilities referred to therein, then each indemnifyingparty in lieu of indemnifying such indemnified party shall contribute to theamount paid or payable by such indemnified party as a result of such losses,claims, damages or liabilities in such proportion as is appropriate to reflectthe relative fault of the Company on the one hand and of the Agent on the otherin connection with the statements or omissions which resulted in such losses,claims, damages or liabilities, as well as any other relevant equitableconsiderations, including relative benefit. The relative fault of the Company onthe one hand and of the Agent on the other shall be determined by reference to,among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission or alleged omission to state a material factrelaters to information supplied by the Company or by the Agent and, with respectto the party supplying such information, that party's intent, knowledge, accessto information and opportunity to correct or prevent such statement or omission. 

 The Company and the Agent agree that it would not be just and equitable ifcontribution pursuant to this Section 5 were determined by pro rata allocation orby any other method of allocation which does not take account of the equitableconsiderations referred to in the immediately preceding paragraph.. The amountpaid or payable by an indemnified party as a result of the losses, claims,damages and liabilities referred to in the immediately preceding paragraphshall be deemed to include, subject to the limitations set forth above, anylegal or other expenses reasonably incurred by such indemnified party inconnection with investigating or defending any such action or claim.Notwithstanding the provisions of this Section 5, the Agent shall not berequired to contribute any amount in excess of the amount by which the totalprice at which the Bonds remarketed by the Agent and distributed to the publicwere offered to the public exceeds the amount of any damages which the Agent hasotherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any person who was not guilty of suchfraudulent misrepresentation. 

 6. Intention of Parties.

 It is the expressintention of the parties hereto that no purchase, sale or transfer of any Bonds, as herein provided, or the setting of interest rates in respect thereof,shall constitute or be construed to be the extinguishment of any Bond or theindebtedness represented thereby or the reissuance of any Bond or the refundingof any indebtedness represented thereby. 

 7. Amendments.

 (a) The Company agreesnot to consent to amend the Indenture insofar as it relates to this Agreement orthe rights and duties of the Agent hereunder or under the Indenture without theprior written consent of the Agent. 

 (b) This Agreement may not be amended exceptby a writing signed by each of the parties hereto. 

 8. Term; Resignation andRemoval of the Agent. 

 (a) Unless previously terminated, this Agreement shallremain in full force and effect until the earlier to occur of (i) payment infull of the Bonds and (ii) the effective date of the resignation or removal ofthe Agent in accordance with this Section 8.

 (b) If at any time the Agent isunable or unwilling to act as remarketing agent hereunder, the Agent may resignupon the earlier to occur of (i) the first Business Day following the tenth dayfollowing receipt by the Company, the Issuer, the Trustee and the Tender Agentof written notice of such resignation and (ii) the day of' appointment by theIssuer of a successor remarketing agent pursuant to the Indenture andacceptance of such appointment by such successor remarketing agent. 

 (c) TheAgent may be removed at any time by the Issuer, at the direction of the Company,upon seven days' written notice signed by the Issuer and the Company anddelivered to the Agent, the Trustee and the Tender Agent. 

 (d) Therepresentations, warranties and agreements of the Company set forth herein andthe obligation of the Company or the Agent, as the case may be, to reimburse,indemnify and contribute as provided in Section 5 hereof prior to thetermination or expiration of this Agreement shall remain in full force andeffect regardless of' any investigation (or any statement as to the resultsthereof) made by or on behalf of the Agent or the Company and shall survive thetermination or expiration of this Agreement. The Company shall promptly pay tothe Agent the compensation, in accordance with Section 3(d), accrued and unpaidthrough the effective date of such termination. 

 9. Notices. Unless otherwise provided herein, all notices, certificates, requests or other communicationshereunder shall be deemed given when delivered in writing by hand or sent byfacsimile transmission, tested telex or registered mail, postage prepaid,addressed as follows:

 If to the Company:

 Indianapolis Power & Company 25 Monument CircleP.O.Box 1595Indianapolis, Indiana 46206-1595Attention: SecretaryFasimile Transmission Number: (317)261-8288

If to the Agent:

J.P. Morgan Securities Inc.60 Wall StreetNew York, NY 10026Attention: Municipal Bond DepartmentFasimile Transmission Number: (212)648-0913

Each of the above parties may, by written notice given hereunder to theothers, designate any further or different addresses to which, or means bywhich, subsequent notices, certificates, requests or other communications shallbe sent. 

10. Governing Law. This Agreement shal1 be governed by and construed inaccordance with the laws of the State of New York. 

11. Counterparts. ThisAgreement may be executed in any number of counterparts, each of which when soexecuted. and delivered shall be an original, but all such counterparts shalltogether constitute one and the same instrument.

**IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be dulyexecuted as of the day and year first above written 

**INDIANAPOLIS POWER & LIGHT COMPANY**By: ______________________________             Treasurer

**J.P. MORGAN SECURITIES INC.**By: _______________________________              Vice President**