Exhibit 4.8


EXECUTION COPY

	
		 
	IPALCO ENTERPRISES, INC.
	as Issuer
	 
	and
	 
	The Bank of New York Mellon Trust Company, N.A.,
	as Trustee
	 
	 
	Indenture
	 
	Dated as May 18, 2011
	 
	 
	5.00% Senior Secured Notes Due 2018
	 
	
		 


 

 


TABLE OF CONTENTS

                    
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
             
PAGE



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE



Section 1.01.  Definitions.........................................................................................................................................................................................1

Section 1.02.  Rules of
Construction....................................................................................................................................................................11 


ARTICLE 2

THE NOTES


Section 2.01.  Form, Dating and Denominations;
Legends...............................................................................................................................12

Section 2.02.  Execution and Authentication;  Additional
Notes....................................................................................................................13

Section 2.03.  Registrar, Paying Agent and Authenticating Agent; Paying

		                        
Agent to Hold Money in
Trust....................................................................................................................................................14

Section 2.04.  Replacement
Notes.........................................................................................................................................................................14

Section 2.05.  Outstanding
Notes.........................................................................................................................................................................15

Section 2.06.  Temporary
Notes............................................................................................................................................................................15

Section 2.07. 
Cancellation.....................................................................................................................................................................................15

Section 2.08.  CUSIP and CINS
Numbers............................................................................................................................................................16

Section 2.09.  Registration, Transfer and
Exchange...........................................................................................................................................16

Section 2.10.  Restrictions on Transfer and
Exchange.......................................................................................................................................18

Section 2.11.  Temporary Offshore Global
Notes................................................................................................................................................20


ARTICLE 3 

OPTIONAL REDEMPTION


Section 3.01.  Optional
Redemption......................................................................................................................................................................20

Section 3.02. Method and Effect of
Redemption................................................................................................................................................21

Section 3.03. Sinking
Fund....................................................................................................................................................................................22


ARTICLE 4

COVENANTS


Section 4.01.  Payment of
Notes............................................................................................................................................................................22

Section 4.02.  Maintenance of Office or
Agency................................................................................................................................................23

Section 4.03.  Limitations on
Liens........................................................................................................................................................................23

Section 4.04.  Noteholders’
Lists...........................................................................................................................................................................26

Section 4.05.  Certificate to
Trustee.......................................................................................................................................................................26

Section 4.06.  Reports by the
Company................................................................................................................................................................27

Section 4.07. Repurchase of Notes Upon a Change of
Control........................................................................................................................27


ARTICLE 5

CONSOLIDATION, MERGER OR SALE OF ASSETS


Section 5.01.  Limitations on Merger, Consolidation, Sale, Lease or                                                                                                                       

					                        
Conveyance........................................................................................................................................................................................28

Section 5.02.  Successor
Substituted.......................................................................................................................................................................29


ARTICLE 6

DEFAULT AND REMEDIES


Section 6.01.  Events of
Default.................................................................................................................................................................................29

Section 6.02. 
Acceleration.........................................................................................................................................................................................30

Section 6.03.  Other
Remedies....................................................................................................................................................................................31

Section 6.04.  Waiver of Past
Defaults......................................................................................................................................................................31

Section 6.05.  Control by
Majority.............................................................................................................................................................................31

Section 6.06.  Limitation on
Suits................................................................................................................................................................................31

Section 6.07.  Rights of Holders to Receive
Payment..............................................................................................................................................32

Section 6.08.  Collection Suit by
Trustee...................................................................................................................................................................32

Section 6.09.  Trustee May File Proofs of
Claim.......................................................................................................................................................32

Section 6.10. 
Priorities..................................................................................................................................................................................................33

Section 6.11.  Restoration of Rights and
Remedies..................................................................................................................................................33

Section 6.12.  Undertaking for
Costs...........................................................................................................................................................................33

Section 6.13.  Rights and Remedies
Cumulative........................................................................................................................................................33

Section 6.14.  Delay or Omission Not
Waiver............................................................................................................................................................34

Section 6.15.  Waiver of Stay, Extension or Usury
Laws..........................................................................................................................................34


ARTICLE 7

THE TRUSTEE


Section 7.01. 
General....................................................................................................................................................................................................34

Section 7.02.  Certain Rights of
Trustee.....................................................................................................................................................................35

Section 7.03. Individual Rights of
Trustee.................................................................................................................................................................36

Section 7.04.  Trustee’s
Disclaimer..............................................................................................................................................................................37

Section 7.05.  Notice of
Default....................................................................................................................................................................................37

Section 7.06.  Reports by Trustee to
Holders.............................................................................................................................................................37

Section 7.07.  Compensation and
Indemnity..............................................................................................................................................................37

Section 7.08.  Replacement of
Trustee........................................................................................................................................................................38

Section 7.09.  Successor Trustee by
Merger..............................................................................................................................................................39

Section 7.10. 
Eligibility..................................................................................................................................................................................................39

Section 7.11.  Money Held in
Trust..............................................................................................................................................................................39


ARTICLE 8

DEFEASANCE AND DISCHARGE


Section 8.01.  Satisfaction and Discharge of
Indenture.............................................................................................................................................39

Section 8.02.  Defeasance and Discharge of
Indenture..............................................................................................................................................40

Section 8.03.  Defeasance of Certain
Obligations........................................................................................................................................................42

Section 8.04.  Application of Trust
Money..................................................................................................................................................................43

Section 8.05.  Repayment to
Company.........................................................................................................................................................................43

Section 8.06. 
Reinstatement...........................................................................................................................................................................................43


ARTICLE 9

AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 9.01.  Amendments Without Consent of
Holders.........................................................................................................................................44

Section 9.02.  Amendments With Consent of
Holders...............................................................................................................................................44

Section 9.03.  Effect of
Consent......................................................................................................................................................................................45

Section 9.04.  Trustee’s Rights and
Obligations...........................................................................................................................................................46

Section 9.05.  Conformity with Trust Indenture
Act....................................................................................................................................................46

Section 9.06.  Payments for
Consents............................................................................................................................................................................46


ARTICLE 10

MISCELLANEOUS


Section 10.01.  Trust Indenture Act of
1939...................................................................................................................................................................46

Section 10.02.  Noteholder Communications; Noteholder
Actions.............................................................................................................................46

Section 10.03. 
Notices.......................................................................................................................................................................................................47

Section 10.04.  Certificate and Opinion as to Conditions
Precedent...........................................................................................................................48

Section 10.05.  Statements Required in Certificate or
Opinion......................................................................................................................................48

Section 10.06.  Payment Date Other Than a Business
Day...........................................................................................................................................48

Section 10.07.  Governing
Law...........................................................................................................................................................................................49

Section 10.08.  No Adverse Interpretation of Other
Agreements.................................................................................................................................49

Section 10.09. 
Successors.................................................................................................................................................................................................49

Section 10.10.  Duplicate
Originals....................................................................................................................................................................................49

Section 10.11.  Separability.................................................................................................................................................................................................49

Section 10.12.  Table of Contents and
Headings............................................................................................................................................................49

Section 10.13.  No Liability of Directors, Officers, Employees, Incorporators                                                                                                                 

					                          
and
Stockholders.......................................................................................................................................................................................49

Section 10.14.  Waiver of Jury
Trial..................................................................................................................................................................................49

Section 10.15.  Force
Majeure...........................................................................................................................................................................................49


ARTICLE 11

SECURITY AND COLLATERAL


Section 11.01.  Pledge
Agreement....................................................................................................................................................................................50

Section 11.02.  Recording and
Opinions..........................................................................................................................................................................50

Section 11.03.  Release of
Collateral................................................................................................................................................................................50

Section 11.04.  Certificates of the
Company..................................................................................................................................................................51

Section 11.05.  Certificates of the
Trustee......................................................................................................................................................................51

Section 11.06.  Authorization of Actions To Be Taken by the Collateral                                                                                                                      

					                          
Agent Under the Pledge
Agreement....................................................................................................................................................51

Section 11.07.  Authorization of Receipt of Refunds by the Trustee Under the                                                                                                            

					                          
Pledge
Agreement....................................................................................................................................................................................52

Section 11.08.  Termination of Security
Interest............................................................................................................................................................52




EXHIBITS


EXHIBIT A         Form of Note                                                

EXHIBIT B          Restricted Legend                                       

EXHIBIT C         DTC Legend                                                  

EXHIBIT D         Regulation S Certificate                               

EXHIBIT E          Rule 144A Certificate                                    

EXHIBIT F          Certificate of Beneficial Ownership            

EXHIBIT G          Temporary Offshore Global Note Legend


INDENTURE, dated as of May 18, 2011, between IPALCO Enterprises, Inc., an
Indiana corporation, as the Company, and The Bank of New York Mellon Trust Company,
N.A., a national banking association, as Trustee. 

RECITALS 

The Company has duly authorized the execution and delivery of the Indenture
to provide for the issuance of senior secured notes, designated as the “5.00%
Senior Secured Notes due 2018” in an aggregate principal amount of $400,000,000
(collectively with, if and when issued, any Additional Notes, the “Notes”).  All
things necessary to make the Indenture a legal, valid and binding agreement of the Company, in
accordance with its terms, have been done, and the Company has done all things
necessary to make the Notes (in the case of the Additional Notes, when duly
authorized), when executed by the Company and authenticated and delivered by the
Trustee and duly issued by the Company, the legal, valid and binding obligations of the Company as
hereinafter provided. 

This Indenture is subject to, and will be governed by, the provisions of the
Trust Indenture Act that are required to be a part of and govern indentures
qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the
Holders thereof, the parties hereto covenant and agree, for the equal and
proportionate benefit of all Holders, as follows: 

 

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions. Unless otherwise noted, the definitions
herein apply to both the singular and plural meanings of each term. 

“Additional Notes” means any Notes issued under the
Indenture in addition to the Initial Notes having the same terms in all respects
as the Initial Notes. 

“AES” means The AES Corporation, a Delaware corporation, and
its successors and assigns. 

“Affiliate” means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person.  For purposes of this definition,
“control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common
control with”) with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise. 

“Agent” means any Registrar, Paying Agent or Authenticating
Agent. 

“Agent Member” means a member of, or a participant in, the
Depositary. 

“Authenticating Agent” refers to a Person engaged to
authenticate the Notes in the stead of the Trustee. 

“Bankruptcy Default” has the meaning assigned to such term
in Section 6.01. 

“Board of Directors” of a Person means the board of
directors or comparable governing body of such Person. 

“Business Day” means any day except a Saturday, Sunday or
other day on which commercial banks in New York City or in the city where the
Corporate Trust Office of the Trustee is located are authorized by law to close. 

“Capitalized Lease Obligations” means all lease obligations
of the Company and its Subsidiaries which, under GAAP, are or will be required
to be capitalized, in each case taken at the amount of the lease obligation
accounted for as indebtedness in conformity with those principles. 

“Certificate of Beneficial Ownership” means a certificate
substantially in the form of Exhibit F. 

“Certificated Note” means a Note in registered individual
form without interest coupons. 

“Change of Control” means the occurrence of any of the
following: (1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its subsidiaries taken as a whole to any person (as such term
is used in Section 13(d) of the Exchange Act) other than the Company or one of
its subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation), other than any transaction the result
of which is a Parent Company Change of Control, the result of which is that any
person (as such term is used in Section 13(d) of the Exchange Act) other than a
Permitted Holder becomes the beneficial owner, directly or indirectly, of more
than 50% of the then outstanding number of shares of the Company’s Voting Stock
than is held by the Permitted Holders on such date; or (3) the first day on
which a majority of the members of the Company’s Board of Directors are not
Continuing Directors of the Company. 

“Change of Control Offer” has the meaning assigned to such
term in Section 4.07. 


“Change of Control Payment” has the meaning assigned to such
term in Section 4.07.


“Change of Control Triggering Event” means the occurrence of
a Rating Event and either (a) a Change of Control, or (b) a Parent Company Change of Control. 

“Clearstream” means Clearstream Banking SA and its
successors. 

“Collateral” has the meaning specified in the Pledge
Agreement. 

“Collateral Agent” has the meaning specified in the Pledge
Agreement. 

“Commission” means the Securities and Exchange Commission. 

“Company” means the party named as such in the first
paragraph of the Indenture or any successor obligor under the Indenture and the
Notes pursuant to Section 5.01. 

“Comparable Treasury Issue” means the United States Treasury security selected by
the Quotation Agent as having a maturity comparable to the remaining term (as
measured from the date of redemption) of the notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the notes. 

“Comparable Treasury Price” means, with respect
to any redemption date, (i) the average of five Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations. 

“Continuing Directors” means, as of any date of
determination, any member of the Board of Directors who (1) was a member of such
Board of Directors on the date of the issuance of the Notes; or (2) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election (either by vote of the
Board of Directors or by approval of the stockholders after receipt of a proxy
statement in which such member was named as a nominee for election as a
director, without objection to such nomination). 

“Corporate Trust Office” means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the dated hereof is located at 2 N. LaSalle Street, Suite 1020
Chicago, IL 60602, Attention:  Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company). 

“Currency, Interest Rate or Commodity Agreements” means an
agreement or transaction involving any currency, interest rate or Energy price
or volumetric swap, cap or collar arrangement, forward exchange transaction,
option, warrant, forward rate agreement, futures contract or other derivative
instrument of any kind for the hedging or management of foreign exchange,
interest rate or Energy price or volumetric risks, it being understood, for
purposes of this definition, that the term “Energy” will
include, without limitation, coal, gas, oil and electricity. 

“Default” means any event that is, or after notice or
passage of time or both would be, an Event of Default. 

“Depositary” means the depositary of each Global Note, which
will initially be DTC. 

“DTC” means The Depository Trust Company, a New York
corporation, and its successors. 

“DTC Legend” means the legend set forth in Exhibit C. 

“Euroclear” means Euroclear Bank S.A./N.V., and its
successors or assigns, as operator of the Euroclear System. 

“Event of Default” has the meaning assigned to such term in
Section 6.01. 

“Exchange Act” means the Securities Exchange Act of 1934. 

“Excluded Subsidiary” means any Subsidiary of the Company: 

(1)    in respect of which neither the Company nor any
Subsidiary of the Company (other than another Excluded Subsidiary) has
undertaken any legal obligation to give any guarantee for the benefit of the
holders of any Indebtedness for Borrowed Money (other than to another member of
the Group) other than in respect of any statutory obligation and the
Subsidiaries of which are all Excluded Subsidiaries; and 

(2)    which has been designated as such by the
Company by written notice to the Trustee; provided that the Company may give
written notice to the Trustee at any time that any Excluded Subsidiary is no
longer an Excluded Subsidiary whereupon it shall cease to be an Excluded
Subsidiary. 

“GAAP” means generally accepted accounting principles in the
United States of America as in effect from time to time. 

“Global Note” means a Note in registered global form without
interest coupons. 

“Group” means the Company and its Subsidiaries and “member
of the Group” shall be construed accordingly. 

“Holder” or “Noteholder” means the
registered holder of any Note. 

“Incur” means, with respect to any Indebtedness, to Incur,
create, issue, assume or guarantee or otherwise become liable for such
Indebtedness; provided that neither the accrual of interest (whether such
interest is payable in cash or in kind) nor the accretion of original issue
discount shall be considered an “Incurrence” of Indebtedness. 

“Indebtedness” means, with respect to the Company or any of
its Subsidiaries at any date of determination (without duplication): 

(1)    all Indebtedness for Borrowed Money (excluding
any credit which is available but undrawn); 

(2)    all obligations in respect of letters of credit
(including reimbursement obligations with respect to letters of credit); 

(3)    all obligations to pay the deferred and unpaid
purchase price of property or services, which purchase price is due more than
six months after the date of placing such property in service or taking delivery
and title to the property or the completion of such services, except trade
payables; 

(4)    all Capitalized Lease Obligations; 

(5)    all indebtedness of other persons secured by a
mortgage, charge, lien, pledge or other security interest on any asset of the
Company or any of its Subsidiaries, whether or not such indebtedness is assumed;
provided that the amount of such Indebtedness must be the lesser of: (a) the
fair market value of such asset at such date of determination and (b) the amount
of the secured indebtedness; 

(6)    all indebtedness of other persons of the types
specified in the preceding clauses (1) through (5), to the extent such
indebtedness is guaranteed by the Company or any of its Subsidiaries; and 

(7)    to the extent not otherwise included in this
definition, net obligations under Currency, Interest Rate or Commodity
Agreements. 

The amount of Indebtedness at any date will be the
outstanding balance at such date of all unconditional obligations as described
above and, upon the occurrence of the contingency giving rise to the obligation,
the maximum liability of any contingent obligations of the types specified in
the preceding clauses (1) through (7) at such date; provided that the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the face amount of such Indebtedness less the remaining unamortized portion
of the original issue discount of such Indebtedness at such time as determined
in conformity with GAAP. 

“Indebtedness For Borrowed Money” means any
indebtedness (whether being principal, premium, interest or other amounts) for: 

(1)    money borrowed; 

(2)    payment obligations under or in respect of any
trade acceptance or trade acceptance credit; or 

(3)    any notes, bonds, loan stock or other debt
securities offered, issued or distributed whether by way of public offer,
private placement, acquisition consideration or otherwise and whether issued for
cash or in whole or in part for a consideration other than cash; 

provided, however, in each case, that such term will
exclude: 

(a)    any indebtedness relating to any accounts
receivable securitizations; 

(b)    any Indebtedness of the type permitted to be
secured by Liens pursuant to Section 4.03(b)(xii) hereof; and 

(c)    any Preferred Securities which are issued and
outstanding on the date of original issue of the Notes or any extension, renewal
or replacement (or successive extensions, renewals or replacements), as a whole
or in part, of any such existing Preferred Securities, for amounts not exceeding
the principal amount or liquidation preference of the Preferred Securities so
extended, renewed or replaced. 

“Indenture” means this indenture, as amended or supplemented
from time to time. 

“Initial Notes” means the Notes issued on the Issue Date and
any Notes issued in replacement thereof. 

“Initial Purchasers” means the initial purchasers party to a
purchase agreement with the Company relating to the sale of the Initial Notes or
Additional Notes by the Company. 

“Interest Payment Date” has the meaning ascribed to such
term in the Notes. 

“IPALCO Indebtedness” means any Indebtedness of the Company;
provided that the aggregate outstanding principal amount of such Indebtedness
that is secured by a Lien upon any common stock of IPL may not exceed $1 billion
and that the proceeds of such secured Indebtedness (other than of any such
secured Indebtedness existing prior to the date hereof) may not be used to pay
any dividend to the Parent Company and, provided further, that the aggregate
outstanding principal amount of such Indebtedness shall be calculated exclusive
of secured Indebtedness that is being concurrently redeemed, repaid, defeased or
otherwise retired with the proceeds of an offering of secured Indebtedness. 

“IPL” means Indianapolis Power & Light Company, an Indiana
corporation and a Subsidiary of the Company. 

“Issue Date” means the date on which the Initial Notes are
originally issued under the Indenture. 

“Lien” means any mortgage, lien, pledge, security interest
or other encumbrance; provided, however, that the term “Lien” does not mean any
easements, rights-of-way, restrictions and other similar encumbrances and
encumbrances consisting of zoning restrictions, leases, subleases, restrictions
on the use of property or defects in title. 

“Moody's” means Moody's Investors Service, Inc.

“Non-U.S. Person” means a Person that is not a U.S. person,
as defined in Regulation S. 

“Notes” has the meaning assigned to such term in the
Recitals. 

“Obligations” has the meaning specified in Section 11.01. 

“Officer” means the chairman of the Board of Directors, the
president or chief executive officer, any vice president, the chief financial
officer, the treasurer or any assistant treasurer, or the secretary or any
assistant secretary, of the Company. 

“Officers’ Certificate” means a certificate signed in the
name of the Company (i) by the chairman of the Board of Directors, the president
or chief executive officer or a vice president and (ii) by the chief financial
officer, the treasurer or any assistant treasurer or the secretary or any
assistant secretary. 

“Offshore Global Note” means a Global Note representing
Notes issued and sold pursuant to Regulation S. 

“Opinion of Counsel” means a written opinion signed by legal
counsel, who may be an employee of or counsel to the Company. 

“Parent Company” means The AES Corporation. 

“Parent Company Change of Control” means the occurrence of
any of the following: (1) the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or
assets of the Parent Company and its subsidiaries taken as a whole to any person
(as such term is used in Section 13(d) of the Exchange Act) other than the
Parent Company or one of its subsidiaries; (2) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any person (as such term is used in Section 13(d) of the
Exchange Act) becomes the beneficial owner, directly or indirectly, of more than
50% of the then outstanding number of shares of the Parent Company’s Voting
Stock; or (3) the first day on which a majority of the members of the Parent
Company’s Board of Directors are not Continuing Directors of the Parent Company. 

“Paying Agent” refers to a Person engaged to perform the
obligations of the Trustee in respect of payments made or funds held hereunder
in respect of the Notes. 

“Permanent Offshore Global Note” means an Offshore Global
Note that does not bear the Temporary Offshore Global Note Legend. 

“Permitted Holder” means, at any time, The AES Corporation
and its affiliates.  In addition, any person or group whose acquisition of
beneficial ownership constitutes a Change of Control in respect of which a
Change of Control Offer is made in accordance with the requirements of the
Indenture will thereafter, together with its affiliates, constitute an
additional Permitted Holder. 

“Person” means an individual, a corporation, a partnership,
a limited liability company, an association, a trust or any other entity,
including a government or political subdivision or an agency or instrumentality
thereof. 

“Pledge Agreement” means the Pledge Agreement dated as of
November 14, 2001, as supplemented by the Pledge Agreement Supplement, made by
the Company in favor of The Bank of New York Trust Company, N.A., as Collateral
Agent. 

“Pledge Agreement Supplement” means the supplement, dated
the date hereof, to the Pledge Agreement. 

“Pledged Stock” means all of the outstanding common stock of
IPL and any proceeds therefrom pledged by the Company to the Collateral Agent
for the benefit of the Holders of the Notes. 

“Preferred Securities” means, without duplication, any trust
preferred or preferred securities or related debt or guaranties of the Company
or any of its Subsidiaries. 

“Project Finance Debt” means: 

(1)    any Indebtedness to finance or refinance the
ownership, acquisition, development, design, engineering, procurement,
construction, servicing, management and/or operation of any project or asset
which is Incurred by an Excluded Subsidiary; and 

(2)    any Indebtedness to finance or refinance the
ownership, acquisition, development, design, engineering, procurement,
construction, servicing, management and/or operation of any project or asset in
respect of which the person or persons to whom any such Indebtedness is or may
be owed by the relevant borrower (whether or not a member of the Group) has or
have no recourse whatsoever to any member of the Group (other than an Excluded
Subsidiary) for the repayment of that Indebtedness other than: (a) recourse to
such member of the Group for amounts limited to the cash flow or net cash flow
(other than historic cash flow or historic net cash flow) from, or ownership
interests or other investments in, such project or asset; and/or (b) recourse to
such member of the Group for the purpose only of enabling amounts to be claimed
in respect of such Indebtedness in an enforcement of any encumbrance given by
such member of the Group over such project or asset or the income, cash flow or
other proceeds deriving from the project (or given by any shareholder or the
like, or other investor in, the borrower or in the owner of such project or
asset over its shares or the like in the capital of, or other investment in, the
borrower or in the owner of such project or asset) to secure such Indebtedness,
provided that the extent of such recourse to such member of the Group is limited
solely to the amount of any recoveries made on any such enforcement; and/or (c)
recourse to such borrower generally, or directly or indirectly to a member of
the Group, under any form of assurance, indemnity, undertaking or support, which
recourse is limited to a claim for damages (other than liquidated damages and
damages required to be calculated in a specified way) for breach of an
obligation (not being a payment obligation or an obligation to procure payment
by another or an indemnity in respect of a payment obligation, or any obligation
to comply or to procure compliance by another with any financial ratios or other
tests of financial condition) by the person against which such recourse is
available. 


“Quotation Agent” means any Reference Treasury Dealer appointed
by us.

 “Rating Agencies” means (a) each of Fitch, Moody’s and
S&P, and (b) if any of Fitch, Moody’s or S&P ceases to rate the notes or fails
to make a rating of the notes publicly available for reasons outside of our
control, a “nationally recognized statistical rating organization” (within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by us as a
replacement Rating Agency for a former Rating Agency. 

“Rating Event” means the rating on the notes is lowered by
two of the three Rating Agencies on any day within the period commencing on the
earlier of (a) the occurrence of a Change of Control or a Parent Company Change
of Control and (b) public notice of the occurrence of a Change of Control or a
Parent Company Change of Control or our intention to effect a Change of Control
or the Parent Company’s intention to effect a Parent Company Change of Control
and ending 60 days following the consummation of such Change of Control or
Parent Company Change of Control (which 60-day period will be extended so long
as the rating of the notes is under publicly announced consideration for a
possible downgrade by any of the Rating Agencies). 

“Redemption Price” has the meaning assigned to such term in
Section 3.01.

“Reference Treasury Dealer” means (i) each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and RBS
Securities Inc. (or their respective affiliates that are Primary Treasury
Dealers) and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a “Primary Treasury Dealer”), we will substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealers selected by
us. 

“Reference Treasury Dealer Quotations” means, with respect
to each Reference Treasury Dealer and any redemption date, the average, as
determined by the trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.  

“Register” has the meaning assigned to such term in Section
2.09. 

“Registrar” means a Person engaged to maintain the Register.
 

“Regular Record Date” for the interest payable on any
Interest Payment Date means the close of business on March 15 or September 15
(whether or not a Business Day) immediately preceding such Interest Payment
Date. 

“Regulation S” means Regulation S under the Securities Act. 

“Regulation S Certificate” means a certificate substantially
in the form of Exhibit D hereto. 

“Responsible Officer”, when used with respect to the
Trustee, means any officer within the Corporate Trust Office, including any vice
president, assistant vice president, assistant secretary (if any), treasurer,
assistant treasurer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers;
and also means, with respect to a particular corporate trust mater, any other
officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 

“Restricted Legend” means the legend set forth in Exhibit B. 

“Restricted Period” means the relevant 40-day distribution
compliance period as defined in Regulation S. 

“Rule 144A” means Rule 144A under the Securities Act. 

“Rule 144A Certificate” means (i) a certificate
substantially in the form of Exhibit E hereto or (ii) a written certification
addressed to the Company and the Trustee to the effect that the Person making
such certification (x) is acquiring such Note (or beneficial interest) for its
own account or one or more accounts with respect to which it exercises sole
investment discretion and that it and each such account is a qualified
institutional buyer within the meaning of Rule 144A, (y) is aware that the
transfer to it or exchange, as applicable, is being made in reliance upon the
exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A, and (z) acknowledges that it has received such information regarding
the Company as it has requested pursuant to Rule 144A(d)(4) or has determined
not to request such information.  

“S&P” means Standard & Poor's Rating Services, a division of
the McGraw-Hill Companies, Inc. 

“Securities Act” means the Securities Act of 1933. 

“Significant Subsidiary” means, at any particular time, any
Subsidiary of the Company whose gross assets or gross revenues (having regard to
the Company’s direct and/or indirect beneficial interest in the shares, or the
like, of that Subsidiary) represent at least 25% of the consolidated gross
assets or, as the case may be, consolidated gross revenues of the Company. 

“Subsidiary” means, with respect to any person, any
corporation, association, partnership, limited liability company or other
business entity of which 50% or more of the total voting power of shares of
capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees is at the time owned, directly or indirectly, by
(1) such person, (2) such person and one or more Subsidiaries of such person or
(3) one or more Subsidiaries of such person. 

“Surviving Person” has the meaning ascribed to such term in
Section 5.01 hereof. 

“Temporary Offshore Global Note” means an Offshore Global
Note that bears the Temporary Offshore Global Note Legend. 

“Temporary Offshore Global Note Legend” means the legend set
forth in Exhibit G. 

“Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue for the Notes, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. 

“Trustee” means the party named as such in the first
paragraph of the Indenture or any successor trustee under the Indenture pursuant
to Article 7. 

“Trust Indenture Act” or “TIA” means the
Trust Indenture Act of 1939, as amended. 

“U.S. Global Note” means a Global Note that bears the
Restricted Legend representing Notes issued and sold pursuant to Rule 144A. 

“U.S. Government Obligation” means any: 

(1)    security which is: (a) a direct obligation of
the United States for the payment of which the full faith and credit of the
United States is pledged or (b) an obligation of a person controlled or
supervised by and acting as an agency or instrumentality of the United States
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in the case of clause (a) or (b), is not
callable or redeemable at the option of the issuer of the obligation, and 

(2)    depositary receipt issued by a bank (as defined
in the Securities Act) as custodian with respect to any security specified in
clause (1) above and held by such bank for the account of the holder of such
depositary receipt or with respect to any specific payment of principal of or
interest on any such security held by any such bank, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depositary receipt. 

“Voting Stock” of any specified person means the
capital stock of such person that is at the time entitled to vote generally in
the election of the Board of Directors of such Person. 

SECTION 1.02.  Rules of Construction.  Unless the
context otherwise requires or except as otherwise expressly provided,


 (a)            
an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;    

(b)             “herein,”
“hereof” and other words of similar import refer to the Indenture as a
whole and not to any particular Section, Article or other subdivision;   

(c)             all references to
Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or
to the Indenture unless otherwise indicated;


(d)             references to
agreements or instruments, or to statutes or regulations, are to such agreements
or instruments, or statutes or regulations, as amended from time to time (or to
successor statutes and regulations);


(e)             in the event that
a transaction meets the criteria of more than one category of permitted
transactions or listed exceptions the Company may classify such transaction as
it, in its sole discretion, determines; and

(f)             all other terms
used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meaning assigned to them therein to the extent
applicable. 

ARTICLE 2

 THE NOTES  

SECTION 2.01.  Form, Dating and Denominations;
Legends.   (a) The
Notes and the Trustee’s certificate of authentication related thereto will be
substantially in the form attached as Exhibit A. The terms and provisions
contained in the form of Note annexed as Exhibit A constitute, and are hereby
expressly made, a part of the Indenture. The Notes may have notations, legends
or endorsements required by law, rules of or agreements with national securities
exchanges to which the Company is subject. Each Note will be dated the date of
its authentication.  The Notes will be issuable in minimum denominations of $2,000 in
principal amount and integral multiples of $1,000 in excess thereof. 

(b)    (i)  Except as otherwise provided in paragraph (c), Section
2.10(b)(iii) or (c), or Section 2.09(b)(iv), each Initial Note or Additional
Note (other than a Permanent Offshore Note) will bear the Restricted Legend. 

 (ii) Each Global Note, whether or not an Initial
Note or Additional Note, will bear the DTC Legend. 

(iii) Each Temporary Offshore Global Note will bear
the Temporary Offshore Global Note Legend. 

(iv) Initial Notes and Additional Notes offered and
sold in reliance on Regulation S will be issued as provided in Section 2.11(a). 

(c)            If the Company determines (upon the
advice of counsel and such other certifications and evidence as the Company may
reasonably require) that a Note is eligible for resale pursuant to Rule 144
under the Securities Act (or a successor rule) and that the Restricted Legend is
no longer necessary or appropriate in order to ensure that subsequent transfers
of the Note (or a beneficial interest therein) are effected in compliance with
the Securities Act, the Company may instruct the Trustee to cancel the Note and
issue to the Holder thereof (or to its transferee) a new Note of like tenor and
amount, registered in the name of the Holder thereof (or its transferee), that
does not bear the Restricted Legend, and the Trustee will comply with such
instruction. 

(d)            By its acceptance of any Note bearing
the Restricted Legend (or any beneficial interest in such a Note), each Holder
thereof and each owner of a beneficial interest therein acknowledges the
restrictions on transfer of such Note (and any such beneficial interest) set
forth in this Indenture and in the Restricted Legend and agrees that it will
transfer such Note (and any such beneficial interest) only in accordance with
the Indenture and such legend. 

SECTION 2.02.  Execution and Authentication; 
Additional Notes. 
 (a) An Officer shall execute the Notes for the Company by facsimile or manual
signature in the name and on behalf of the Company. If an Officer whose
signature is on a Note no longer holds that office at the time the Note is
authenticated, the Note will still be valid. 

(b)            A Note will not be valid until the
Trustee manually signs the certificate of authentication on the Note, with the
signature conclusive evidence that the Note has been authenticated under the
Indenture. 

(c)            At any time and from time to time after
the execution and delivery of the Indenture, the Company may deliver Notes
executed by the Company to the Trustee for authentication. The Trustee will
authenticate and deliver

(i)  Notes for original issue in the aggregate
principal amount not to exceed $400,000,000, and


(ii) Additional
Notes from time to time for original issue in aggregate principal amounts
specified by the Company after the following conditions have been met:


(1)        Receipt by the Trustee of an Officers’ Certificate specifying


(A)       the amount of Notes to be authenticated and the date on which such
Notes are to be authenticated, 

(B)       whether such Notes are to be Initial
Notes or Additional Notes, 

(C)       in the case of Additional Notes, that the
issuance of such Notes does not contravene any provision of Article 4 of the
Indenture, and 

(D)       other information the Company may determine to include
or the Trustee may reasonably request (including without limitation, statements
per Section 10.04 herein). 

(2)        In the case of Additional
Notes, receipt by the Trustee of an Opinion of Counsel confirming that such
Additional Notes are fungible with the Initial Notes for U.S. federal income tax
purposes. Additional Notes will be fungible with the Initial Notes if they are
issued pursuant to a qualified reopening under Treasury Regulations section
1.1275-2(k) or are issued with no original issue discount, or less than the de minimis amount of original issue discount, for U.S. federal income tax purposes. 

(3)        An order
of the Company to the Trustee to authenticate such Notes.

(4)        An
Opinion of Counsel per Section 10.04 herein.

SECTION 2.03.  Registrar, Paying Agent and
Authenticating Agent; Paying Agent to Hold Money in Trust.   (a) The Company may appoint one or more
Registrars and one or more Paying Agents, and the Trustee may appoint an
Authenticating Agent, in which case each reference in the Indenture to the
Trustee in respect of the obligations of the Trustee to be performed by that
Agent will be deemed to be references to the Agent. The Company may act as
Registrar or (except for purposes of Article 8) Paying Agent. In each case the
Company and the Trustee will enter into an appropriate agreement with the Agent
implementing the provisions of the Indenture relating to the obligations of the
Trustee to be performed by the Agent and the related rights. The Company
initially appoints the Trustee as Registrar and Paying Agent. 

(b)            The Company will require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent will hold
in trust for the benefit of the Holders or the Trustee all money held by the
Paying Agent for the payment of principal of and interest on the Notes and will
promptly notify the Trustee of any default by the Company in making any such
payment. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and account for any funds disbursed, and the Trustee
may at any time during the continuance of any payment default, upon written
request to a Paying Agent, require the Paying Agent to pay all money held by it
to the Trustee and to account for any funds disbursed. Upon doing so, the Paying
Agent will have no further liability for the money so paid over to the Trustee. 

SECTION 2.04.  Replacement Notes.  If a mutilated Note is
surrendered to the Trustee or if a Holder claims that its Note has been lost,
destroyed or wrongfully taken, the Company will issue and the Trustee will
authenticate a replacement Note of like tenor and principal amount and bearing a
number not contemporaneously outstanding. Every replacement Note is an
additional obligation of the Company and entitled to the benefits of the
Indenture. If required by the Trustee or the Company, an indemnity must be
furnished that is sufficient in the judgment of both the Trustee and the Company
to protect the Company and the Trustee from any loss they may suffer if a Note
is replaced. The Company may charge the Holder for the expenses of the Company
and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or
wrongfully taken Note has become or is about to become due and payable, the
Company in its discretion may pay the Note instead of issuing a replacement
Note. 

SECTION 2.05.  Outstanding Notes.  (a) Notes outstanding at any time
are all Notes that have been authenticated by the Trustee except for: 

(i)            Notes cancelled by the Trustee or delivered to it for
cancellation;

(ii)            any Note which has been replaced pursuant to Section 2.04 unless
and until the Trustee and the Company receive proof satisfactory to them that
the replaced Note is held by a bona fide purchaser; and

(iii)            on or after
the maturity date or any redemption date or date for purchase of the Notes
pursuant to a Change of Control Offer, those Notes payable or to be redeemed or
purchased on that date for which the Trustee (or Paying Agent, other than the
Company or an Affiliate of the Company) holds money sufficient to pay all
amounts then due.

(b)            A Note does not cease to
be outstanding because the Company or one of its Affiliates holds the Note,
provided that in determining whether the Holders of the requisite principal
amount of the outstanding Notes have given or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder,
Notes owned by the Company or any Affiliate of the Company will be disregarded
and deemed not to be outstanding (it being understood that in determining
whether the Trustee is protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Notes
which a Responsible Officer of the Trustee actually knows to be so owned will be
so disregarded). Notes so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Notes and that the
pledgee is not the Company or any Affiliate of the Company. 

SECTION 2.06.   Temporary Notes.  Until definitive Notes are ready
for delivery, the Company may prepare and the Trustee will authenticate
temporary Notes. Temporary Notes will be substantially in the form of definitive
Notes but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officer executing the temporary Notes, as
evidenced by the execution of the temporary Notes. If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes will be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for the purpose pursuant
to Section 4.02, without charge to the Holder. Upon surrender for cancellation
of any temporary Notes, the Company will execute and the Trustee will
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes will be entitled to the same benefits under the Indenture as definitive
Notes. 

SECTION 2.07.  Cancellation.  The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. Any Registrar or the Paying
Agent will forward to the Trustee any Notes surrendered to it for transfer,
exchange or payment. The Trustee will cancel all Notes surrendered for transfer,
exchange, payment or cancellation and dispose of them in accordance with its
normal procedures or the written instructions of the Company. The Company may
not issue new Notes to replace Notes it has paid in full or delivered to the
Trustee for cancellation. 

SECTION 2.08.  CUSIP and CINS Numbers.  The Company in issuing the
Notes may use “CUSIP” and “CINS” numbers for the Notes, and the Trustee will use
CUSIP numbers or CINS numbers in notices of redemption and in Change of Control
Offers as a convenience to Holders, the notice to state that no representation
is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of redemption or Change of Control Offer. The Company
will promptly notify the Trustee of any change in the CUSIP or CINS numbers. 

SECTION 2.09.  Registration, Transfer and Exchange.   (a) The Notes
will be issued in registered form only, without coupons, and except under the
circumstances described in subsections (b)(ii) or (b)(iv) of this Section 2.09,
the Notes will be issued in global form only. The Company shall cause the
Trustee to maintain a register (the “Register”) of the Notes,
for registering the record ownership of Notes by the Holders thereof and
transfers and exchanges of the Notes. 

(b) (i) Each Global Note will be registered in the
name of the Depositary or its nominee and, so long as DTC is serving as the
Depositary thereof, will bear the DTC Legend.

(ii)            Each Global Note will be delivered to
the Trustee as custodian for the Depositary. Transfers of a Global Note (but not
a beneficial interest therein) will be limited to transfers thereof in whole,
but not in part, to the Depositary, its successors or their respective nominees,
except (x) as set forth in Section 2.09(b)(iv) and (y) transfers of portions
thereof in the form of Certificated Notes may be made upon request of an Agent
Member (for itself or on behalf of a beneficial owner) by written notice given
to the Trustee by or on behalf of the Depositary in accordance with customary
procedures of the Depositary and in compliance with this Section and Section
2.10. 

(iii)            Agent
Members will have no rights under the Indenture with respect to any Global Note
held on their behalf by the Depositary, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner and Holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, the Depositary or its nominee may grant proxies
and otherwise authorize any Person (including any Agent Member and any Person
that holds a beneficial interest in a Global Note through an Agent Member) to
take any action which a Holder is entitled to take under the Indenture or the
Notes, and nothing herein will impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a holder of any security.

(iv)           
If (A) the Depositary (x) notifies the Company that it is unwilling or unable to
continue as Depositary for a Global Note or (y) has ceased to be a clearing
agency registered under the Exchange Act, and in each case a successor
depositary is not appointed by the Company within 90 days of that notice or
becoming aware that the Depositary is no longer so registered or willing or able
to act as a depositary, (B) the Company determines not to have the Notes
represented by a Global Note and provides written notice thereof to the Trustee;
provided that in no event shall a Temporary Offshore Global Note be exchanged
for certificated Notes prior to the expiration of the distribution compliance
period and the receipt of any required Regulation S Certificate; or (C) an Event
of Default shall have occurred and be continuing with respect to the Notes, the
Trustee will promptly exchange each beneficial interest in each Global Note for
one or more Certificated Notes in authorized denominations having an equal
aggregate principal amount registered in the name of the owner of such
beneficial interest, as identified to the Trustee by the Depositary, and
thereupon each Global Note will be deemed canceled.  If a Global Note does not
bear the Restricted Legend, then the Certificated Notes issued in exchange
therefor will not bear the Restricted Legend.  If a Global Note bears the
Restricted Legend, then the Certificated Notes issued in exchange therefor will
bear the Restricted Legend, provided that any Holder of any such
Certificated Note issued in exchange for a beneficial interest in a Temporary
Offshore Global Note will have the right upon presentation to the Trustee of a
duly completed Certificate of Beneficial Ownership after the Restricted Period
to exchange such Certificated Note for a Certificated Note of like tenor and
amount that does not bear the Restricted Legend, registered in the name of such
Holder. 

(c)            Each Certificated Note issued pursuant
to subsection (b)(iv) will be registered in the name of the Holder thereof or
its nominee. 

(d)            A Holder may transfer a Note
(or a beneficial interest therein) to another Person or exchange a Note (or a
beneficial interest therein) for another Note or Notes of any authorized
denomination by presenting to the Trustee a written request therefor stating the
name of the proposed transferee or requesting such an exchange, accompanied by
any certification, opinion or other document required by Section 2.10. The
Trustee will promptly register any transfer or exchange that meets the
requirements of this Section by noting the same in the register maintained by
the Trustee for the purpose; provided that:

(i)            no transfer
or exchange will be effective until it is registered in such register and


(ii)            the Trustee
will not be required (x) to issue, register the transfer of or exchange any Note
for a period of 15 days before a selection of Notes to be redeemed or purchased
pursuant to a Change of Control Offer, (y) to register the transfer of or
exchange any Note so selected for redemption or purchase in whole or in part,
except, in the case of a partial redemption or purchase, that portion of any
Note not being redeemed or purchased, or (z) if a redemption or a purchase
pursuant to a Change of Control Offer is to occur after a Regular Record Date
but on or before the corresponding Interest Payment Date, to register the
transfer of or exchange any Note on or after the Regular Record Date and before
the date of redemption or purchase. Prior to the registration of any transfer,
the Company, the Trustee and their agents will treat the Person in whose name
any Note is registered as the owner and Holder thereof for all purposes (whether
or not the Note is overdue), and will not be affected by notice to the contrary.


From time to time the Company will execute and the Trustee will authenticate
additional Notes as necessary in order to permit the registration of a transfer
or exchange in accordance with this Section. 

No service charge will be imposed
in connection with any transfer or exchange of any Note, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than a transfer tax
or other similar governmental charge payable upon exchange pursuant to
subsection (b)(iv)). 

(e) (i) Global Note to
Global Note. If a
beneficial interest in a Global Note is transferred or exchanged for a
beneficial interest in another Global Note, the Trustee will (x) record a
decrease in the principal amount of the Global Note being transferred or
exchanged equal to the principal amount of such transfer or exchange and (y)
record a like increase in the principal amount of the other Global Note. Any
beneficial interest in one Global Note that is transferred to a Person who takes
delivery in the form of an interest in another Global Note, or exchanged for an
interest in another Global Note, will, upon transfer or exchange, cease to be an
interest in such Global Note and become an interest in the other Global Note
and, accordingly, will thereafter be subject to all transfer and exchange
restrictions, if any, and other procedures applicable to beneficial interests in
such other Global Note for as long as it remains such an interest.

(ii) Certificated Note to
Certificated Note.
If a Certificated Note is transferred or exchanged for another Certificated
Note, the Trustee will (x) cancel the Certificated Note being transferred or
exchanged, (y) deliver one or more new Certificated Notes in authorized
denominations having an aggregate principal amount equal to the principal amount
of such transfer or exchange to the transferee (in the case of a transfer) or
the Holder of the canceled Certificated Note (in the case of an exchange),
registered in the name of such transferee or Holder, as applicable, and (z) if
such transfer or exchange involves less than the entire principal amount of the
canceled Certificated Note, deliver to the Holder thereof one or more
Certificated Notes in authorized denominations having an aggregate principal
amount equal to the untransferred or unexchanged portion of the canceled
Certificated Note, registered in the name of the Holder thereof. 

SECTION 2.10.  Restrictions on Transfer and Exchange.  (a) The
transfer or exchange of any Note (or a beneficial interest therein) may only be
made in accordance with this Section and Section 2.09 and, in the case of a
Global Note (or a beneficial interest therein), the applicable rules and
procedures of the Depositary. The Trustee shall refuse to register any requested
transfer or exchange that does not comply with the preceding sentence.

(b)            Subject to paragraph (c), the transfer
or exchange of any Note (or a beneficial interest therein) of the type set forth
in column A below for a Note (or a beneficial interest therein) of the type set
forth opposite in column B below may only be made in compliance with the
certification requirements (if any) described in the clause of this paragraph
set forth opposite in column C below. 


	A	B	C
	U.S. Global Note	U.S. Global Note	(i)
	U.S. Global Note	Offshore Global Note	(ii)
	Certificated Note	Certificated Note	(iii)
	Offshore Global Note	U.S. Global Note	(iv)
	Offshore Global Note	Offshore Global Note	(i)



(i)            No certification is required.

(ii)            The Person requesting the transfer
or exchange must deliver or cause to be delivered to the Trustee a duly
completed Regulation S Certificate. 

(iii)            The Person requesting the transfer
or exchange must deliver or cause to be delivered to the Trustee (x) a duly
completed Rule 144A Certificate or (y) a duly completed Regulation S
Certificate, and/or an Opinion of Counsel and such other certifications and
evidence as the Company may reasonably require in order to determine that the
proposed transfer or exchange is being made in compliance with the Securities
Act and any applicable securities laws of any state of the United States; 
provided that if the requested transfer or exchange is made by the Holder
of a Certificated Note that does not bear the Restricted Legend, then no
certification is required. In the event that (1) the requested transfer or
exchange takes place after the Restricted Period and a duly completed Regulation
S Certificate is delivered to the Trustee or (2) a Certificated Note that does
not bear the Restricted Legend is surrendered for transfer or exchange, upon
transfer or exchange the Trustee will deliver a Certificated Note that does not
bear the Restricted Legend.

(iv)            The Person requesting the transfer
or exchange must deliver or cause to be delivered to the Trustee a duly
completed Rule 144A Certificate.

(c)            No certification is required in
connection with any transfer or exchange of any Note (or a beneficial interest
therein) after such Note (i) is eligible for resale pursuant to Rule 144 under
the Securities Act (or a successor provision); provided that the Company has
provided the Trustee with an Officer’s Certificate to that effect, and the
Company may require from any Person requesting a transfer or exchange in
reliance upon this clause an opinion of counsel and any other reasonable
certifications and evidence in order to support such certificate; or 

 (ii)            sold pursuant to an effective
registration statement. 

Any Certificated Note delivered in reliance upon this
paragraph will not bear the Restricted Legend.

(d)            The Trustee will retain copies of
all certificates, opinions and other documents received in connection with the
transfer or exchange of a Note (or a beneficial interest therein), and the
Company will have the right to inspect and make copies thereof at any reasonable
time upon reasonable prior written notice to the Trustee. 

SECTION 2.11.  Temporary Offshore Global Notes.  (a) Each Note
originally sold by the Initial Purchasers in reliance upon Regulation S will be
evidenced by one or more Offshore Global Notes that bear the Temporary Offshore
Global Note Legend. 

(b)            An owner of a beneficial interest in
a Temporary Offshore Global Note (or a Person acting on behalf of such an owner)
may provide to the Trustee (and the Trustee will accept) a duly completed
Certificate of Beneficial Ownership at any time after the Restricted Period (it
being understood that the Trustee will not accept any such certificate during
the Restricted Period). Promptly after acceptance of a Certificate of Beneficial
Ownership with respect to such a beneficial interest, the Trustee will cause
such beneficial interest to be exchanged for an equivalent beneficial interest
in a Permanent Offshore Global Note, and will (x) permanently reduce the
principal amount of such Temporary Offshore Global Note by the amount of such
beneficial interest and (y) increase the principal amount of such Permanent
Offshore Global Note by the amount of such beneficial interest.

(c)            Notwithstanding anything to the
contrary contained herein, beneficial interests in a Temporary Offshore Global
Note may be held through the Depositary only through Euroclear and Clearstream
and their respective direct and indirect participants.

(d)            Notwithstanding paragraph (b), if
after the Restricted Period any Initial Purchaser owns a beneficial interest in
a Temporary Offshore Global Note, such Initial Purchaser may, upon written
request to the Trustee accompanied by a certification as to its status as an
Initial Purchaser, exchange such beneficial interest for an equivalent
beneficial interest in a Permanent Offshore Global Note, and the Trustee will
comply with such request and will (x) permanently reduce the principal amount of
such Temporary Offshore Global Note by the amount of such beneficial interest
and (y) increase the principal amount of such Permanent Offshore Global Note by
the amount of such beneficial interest. 

ARTICLE 3
OPTIONAL REDEMPTION

SECTION 3.01.  Optional Redemption. (a) The Notes are subject to
redemption upon not less than 30 nor more than 60 days notice mailed to each
holder of Notes to be redeemed at its address appearing in the Register, at any
time prior to maturity as a whole or in part, at the election of the Company at
a price (the “Redemption Price”) equal to the greater of:

(i)            100% of the principal amount of the
Notes being redeemed; or

(ii)           
the sum of the present values of the remaining scheduled payments of principal
of and interest on the Notes being redeemed discounted to the date of redemption
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at a discount rate equal to the Treasury Rate plus 40 basis points; 

plus, for (i) or (ii) above, whichever is
applicable, accrued interest on such Notes to the date of redemption.

(b)           
Under the procedures set forth above, the Redemption Price payable upon the
optional redemption prior to April 1, 2018 of
any Notes called for redemption shall be determined by calculating the present
value at that time of each remaining payment of principal of or interest on such
Notes and then totaling those present values. If the sum of those present values
is equal to or less than 100% of the principal amount of the Notes called for
redemption, the Redemption Price of such Notes shall be 100% of its principal
amount (redemption at par). If the sum of the present values is greater than
100% of the principal amount of the Notes called for redemption, the Redemption
Price of such Notes shall be that greater amount (redemption at a premium). In
no event may any Notes be redeemed optionally at less than 100% of their
principal amount. The Redemption Price will be calculated by the Quotation Agent
and the Company, the Trustee and any Paying Agent will be entitled to rely on
such calculation. 

(c)           
At any time on or after April 1, 2018, the Notes will be redeemable in whole or
in part, at the election of the Company, at a Redemption Price equal to 100% of
the principal amount of the Notes to be redeemed plus accrued and unpaid
interest on the Notes to be redeemed to the date of redemption 

SECTION 3.02. Method and Effect of Redemption. (a) If the Company
elects to redeem any Notes, it must notify the Trustee of the redemption date,
the principal amount of Notes to be redeemed by delivering an Officers’
Certificate at least 15 days prior to the date of the mailing of the notice
(unless a shorter period is satisfactory to the Trustee). If fewer than all of
the Notes are being redeemed, the Officers’ Certificate must also specify a
record date not less than 15 days after the date of the notice of redemption is
given to the Trustee, and the Trustee will select the Notes to be redeemed pro
rata, by lot or by any other method the Trustee in its sole discretion deems
appropriate, in denominations of $1,000 principal amount and multiples thereof.
The Trustee will notify the Company promptly of the Notes or portions of Notes
to be called for redemption. Notice of redemption must be sent by the Company or
at the Company’s request (the Company to provide or cause to be provided
to the Trustee such information to be included in such notice five (5) days
prior to such notice being sent to Holders, unless a shorter period is
satisfactory to the Trustee), by the Trustee in the name and at the expense of the
Company, to Holders whose Notes are to be redeemed at least 30 days but not more
than 60 days before the redemption date.

(b)            The notice of redemption will
identify the Notes to be redeemed and will include or state the following: 

(i)            the redemption date;

(ii)            the Redemption Price, including
the portion thereof representing any accrued interest; 

(iii)            the place or places where Notes
are to be surrendered for redemption;

(iv)            Notes called for redemption must
be so surrendered in order to collect the Redemption Price;

(v)            on the redemption date the
Redemption Price will become due and payable on Notes called for redemption, and
interest on Notes called for redemption will cease to accrue on and after the
redemption date;

(vi)            if any Note is redeemed in part,
on and after the redemption date, upon surrender of such Note, new Notes equal
in principal amount to the unredeemed portion will be issued; and 

(vii)            if any Note contains a CUSIP or
CINS number, no representation is being made as to the correctness of the CUSIP
or CINS number either as printed on the Notes or as contained in the notice of
redemption and that the Holder should rely only on the other identification
numbers printed on the Notes.

(c)            Once notice of redemption is sent
to the Holders, Notes called for redemption become due and payable at the
Redemption Price on the redemption date, and upon surrender of the Notes called
for redemption, the Company shall redeem such Notes at the Redemption Price.
Commencing on the redemption date, Notes redeemed will cease to accrue interest.
Upon surrender of any Note redeemed in part, the Holder will receive a new Note
equal in principal amount to the unredeemed portion of the surrendered Note. 

SECTION 3.03. Sinking Fund.  No sinking fund is provided for the
Notes. 

ARTICLE 4

COVENANTS



SECTION 4.01 Payment of Notes. (a) The Company agrees to pay the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes and the Indenture.  Not later than 9:00 A.M. (New
York City time) on the due date of any principal of, premium, if any, or
interest on any Notes, or any redemption or purchase price of the Notes, the
Company will deposit with the Trustee (or Paying Agent) money in immediately
available funds sufficient to pay such amounts, provided that if the
Company or any Affiliate of the Company is acting as Paying Agent, it will, on
or before each due date, segregate and hold in a separate trust fund for the
benefit of the Holders a sum of money sufficient to pay such amounts until paid
to such Holders or otherwise disposed of as provided in the Indenture.  In each
case the Company will promptly notify the Trustee of its compliance with this
paragraph.

(b)            An installment of principal or
interest will be considered paid on the date due if the Trustee (or Paying
Agent, other than the Company or any Affiliate of the Company) holds on that
date money designated for and sufficient to pay the installment.  If the Company
or any Affiliate of the Company acts as Paying Agent, an installment of
principal or interest will be considered paid on the due date only if paid to
the Holders.


(c)            The Company agrees to pay interest
on overdue principal, and, to the extent lawful, overdue installments of
interest at the rate per annum specified in the Notes.


(d)            Payments in respect of the Notes
represented by the Global Notes are to be made by electronic funds transfer of
immediately available funds to the accounts specified by the Holders of the
Global Notes.  With respect to Certificated Notes, the Company will make all
payments by electronic funds transfer of immediately available funds to the
accounts specified by the Holders thereof or, if no such account is specified,
by mailing a check to each Holder’s registered address.


SECTION 4.02.  Maintenance of Office or Agency.  The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and the Indenture may be served.  The Company hereby
initially designates the office of the Trustee located at 101 Barclay Street,
Floor 8W, New York, NY 10286 as one such office of the Company.  The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.  If at any time the Company fails to
maintain any such required office or agency or fails to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served to the Trustee.


The Company may also from time to time designate one or more other offices or
agencies where the Notes may be surrendered or presented for any of such
purposes and may from time to time rescind such designations.  The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. 


SECTION 4.03.  Limitations on Liens.  (a)
Liens on the IPL Stock. 
The Company may not secure any Indebtedness of any Person, other than IPALCO
Indebtedness, by a Lien upon any common stock of IPL.

(b)           
Liens on Property or Assets other
than the IPL Stock.  Neither the Company nor any Significant Subsidiary shall
issue, assume or guarantee any Indebtedness secured by a Lien upon any property
or assets (other than any capital stock of IPL or cash or cash equivalents) of
the Company or such Significant Subsidiary, as applicable, without effectively
providing that the outstanding Notes (together with, if the Company so
determines, any other Indebtedness or obligation then existing or thereafter
created ranking equally with the Notes) will be secured equally and ratably with
(or prior to) such Indebtedness so long as such Indebtedness is so secured.  The
foregoing limitation on Liens of this clause (b) will not, however, apply to:


(i)            Liens in existence on the Issue
Date;

(ii)            any Lien created or arising over
any property which is acquired, constructed or created by the Company or any of
its Significant Subsidiaries, but only if:

(A)            such Lien secures only principal
amounts (not exceeding the cost of such acquisition, construction or creation)
raised for the purposes of such acquisition, construction or creation, together
with any costs, expenses, interest and fees Incurred in relation to that
property or a guarantee given in respect of that property;

(B)            such Lien is created or arises on
or before 180 days after the completion of such acquisition, construction or
creation; and

(C)            such Lien is confined solely to the
property so acquired, constructed or created;


(iii)       (A)       rights of financial
institutions to offset credit balances in connection with the operation of cash
management programs established for the benefit of the Company and/or a
Significant Subsidiary or in connection with the issuance of letters of credit
for the benefit of the Company and/or a Significant Subsidiary;


(B)            any Lien on accounts receivable
securing Indebtedness of the Company and/or a Significant Subsidiary Incurred in
connection with the financing of such accounts receivable;

(C)            any Lien Incurred or deposits made
in the ordinary course of business, including, but not limited to, (x) any
mechanic’s, materialmen’s, carrier’s, workmen’s, vendors’ and other like Liens
and (y) any Liens securing amounts in connection with workers’ compensation,
unemployment insurance and other types of social security;

(D)            any Lien upon specific items of
inventory or other goods of the Company and/or a Significant Subsidiary and the
proceeds thereof securing obligations of the Company and/or a Significant
Subsidiary in respect of bankers’ acceptances issued or created for the account
of such person to facilitate the purchase, shipment or storage of such inventory
or other goods;

(E)            any Lien Incurred or deposits made
securing the performance of tenders, bids, leases, trade contracts (other than
for borrowed money), statutory obligations, surety bonds, appeal bonds,
government contracts, performance bonds, return-of-money bonds, letters of
credit not securing borrowings and other obligations of like nature Incurred in
the ordinary course of business;


 (F)            any Lien created by the
Company or a Significant Subsidiary under or in connection with or arising out
of a Currency, Interest Rate or Commodity Agreement or any transactions or
arrangements entered into in connection with the hedging or management of risks
relating to the electricity or natural gas distribution industry, including a
right of set off or right over a margin call account or any form of cash or cash
collateral or any similar arrangement for obligations Incurred in respect of
Currency, Interest Rate or Commodity Agreements;


(G)            any Lien arising out of title
retention or like provisions in connection with the purchase of goods and
equipment in the ordinary course of business; and

(H)            any Lien securing reimbursement
obligations under letters of credit, guaranties and other forms of credit
enhancement given in connection with the purchase of goods and equipment in the
ordinary course of business;


(iv)            Liens in favor of the Company or a
Subsidiary of the Company;

(v)        (A)       Liens on any property or
assets acquired from an entity which is merged with or into the Company or a
Significant Subsidiary or any Liens on the property or assets of any entity
existing at the time such entity becomes a Subsidiary of the Company and, in
either case, is not created in anticipation of the transaction, unless the Lien
was created to secure or provide for the payment of any part of the purchase
price of that entity;


(B)            any Lien on any property or assets
existing at the time of its acquisition and which is not created in anticipation
of such acquisition, unless the Lien was created to secure or provide for the
payment of any part of the purchase price of such property or assets; and


 (C)            any Lien created or
outstanding on or over any asset of any entity which becomes a Significant
Subsidiary on or after the date of the issuance of the notes, where the Lien is
created prior to the date on which that entity becomes a Significant Subsidiary;


(vi)        (A)       Liens required by any
contract, statute or regulation in order to permit the Company or a Significant
Subsidiary to perform any contract or subcontract made by it with or at the
request of a governmental entity or any governmental department, agency or
instrumentality, or to secure partial, progress, advance or any other payments
by the Company or a Significant Subsidiary to such governmental unit under the
provisions of any contract, statute or regulation;


(B)            any Lien securing industrial
revenue, development, pollution control, solid waste disposal or similar bonds
issued by or for the benefit of the Company or a Significant Subsidiary,
provided that such industrial revenue, development, pollution control or similar
bonds do not provide recourse generally to the Company and/or such Significant
Subsidiary; and

(C)            any Lien securing taxes or
assessments or other applicable governmental charges or levies;

(vii)            any Lien which arises under any
order of attachment, restraint or similar legal process arising in connection
with court proceedings and any Lien which secures the reimbursement obligation
for any bond obtained in connection with an appeal taken in any court
proceeding, so long as the execution or other enforcement of such Lien arising
under such legal process is effectively stayed and the claims secured by that
Lien are being contested in good faith and, if appropriate, by appropriate legal
proceedings, and any Lien in favor of a plaintiff or defendant in any action
before a court or tribunal as security for costs and/or expenses;


(viii)            any extension, renewal or
replacement (or successive extensions, renewals or replacements), as a whole or
in part, of any Liens referred to in the foregoing clauses, for amounts not
exceeding the principal amount of the Indebtedness secured by the Lien so
extended, renewed or replaced, provided that such extension, renewal or
replacement Lien is limited to all or a part of the same property or assets that
were covered by the Lien extended, renewed or replaced (plus improvements on
such property or assets);

(ix)            any Lien created in connection with
Project Finance Debt;

(x)            any Lien created by IPL or its
subsidiaries securing Indebtedness of IPL or its subsidiaries;


(xi)            any Lien created in connection with
the securitization of some or all of the assets of IPL and the associated
issuance of Indebtedness as authorized by applicable state or federal law in
connection with the restructuring of jurisdictional electric or gas businesses;
and


(xii)            any Lien on stock created in
connection with a mandatorily convertible or exchangeable stock or debt
financing, provided that any such financing may not be secured by or otherwise
involve the creation of a Lien on any capital stock of IPL or any successor
entity to IPL.


SECTION 4.04.  Noteholders’ Lists.  The Company will furnish or
cause to be furnished to the Trustee a list in such form as the Trustee may
reasonably require of the names and addresses of the holders of the Notes
pursuant to Section 312 of the Trust Indenture Act (a) semi-annually not more
than 15 days after each record date for the payment of semi-annual interest on
the Notes, as hereinabove specified, as of such record date, and (b) at such
other times as the Trustee may request in writing, within 30 days after receipt
by the Company of any such request as of a date not more than 15 days prior to
the time such information is furnished.


SECTION 4.05.  Certificate to Trustee.  The Company will furnish to
the Trustee annually, on or before a date not more than four months after the
end of its fiscal year (which, on the date hereof, is a calendar year), a brief
certificate (which need not contain the statements required by Section 10.04)
from its principal executive, financial or accounting officer as to his or her
knowledge of the compliance of the Company with all conditions and covenants
under this Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under this Indenture) which
certificate shall comply with the requirements of the Trust Indenture Act.  The
Company shall also notify the Trustee of any Default or Event of Default under
this Indenture, provided, however, that a failure by the Company to
deliver such notice shall not constitute a Default or an Event of Default under
this Indenture, if the Company has remedied such Default within any applicable
grace period.


SECTION 4.06.  Reports by the Company. (a) So long as the Company is
required to be subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, the Company shall provide copies to the Trustee with the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act. Notwithstanding that the Company may not be required to be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, or does not otherwise report on an annual and quarterly basis on forms
provided for such annual and quarterly reporting pursuant to the rules and
regulations promulgated by the Securities and Exchange Commission, the Company
shall make available to the Trustee and to the Holders, without cost to any
Holder:


(i)            within 90 days after the end of each
fiscal year, audited financial statements; and


(ii)            within 45 days after the end of the
first three fiscal quarters of each fiscal year (commencing no earlier than the
fiscal quarter ending June 30, 2011), quarterly unaudited financial statements.


(b)            If the Company ceases to be subject
to the reporting requirements of Section 13 or Section 15(d) of the Exchange
Act, the Company will provide, without charge, upon the written request of (x) a
Holder of any Notes or (y) a prospective Holder of any of the Notes who is a
“qualified institutional buyer” within the meaning of Rule 144A and is
designated by an existing Holder of any of the Notes (in each case, with a copy
to the Trustee), with the information with respect to the Company required to be
delivered under Rule 144A(d)(4) under the Securities Act to enable resales of
the Notes to be made pursuant to Rule 144A.  Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusive on Officers’
Certificates).


SECTION 4.07. Repurchase of Notes Upon a Change of
Control.   (a)
Upon the occurrence of a Change of Control Triggering Event, each holder of the
Notes shall have the right to require that the Company repurchase all or any
part (no note of a principal amount of $2,000 or lesss will be repurchased in
part) of such holder’s Notes
(the “Change of Control Offer”) at a repurchase price in cash
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of repurchase (the “Change of Control Payment”).

(b)            Within 30 days following any Change
of Control, the Company shall mail a notice to each Holder of the Notes with a
copy to the Trustee stating:


(i)            that a Change of Control has
occurred and that such Holder has the right to require the Company to repurchase
such Holder’s Notes at a repurchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
repurchase;


(ii)            the transaction or transactions
that constitute the Change of Control Triggering Event; and

(iii)            the repurchase date (which shall
be not earlier than 30 days or later than 60 days from the date such notice is
mailed).


(c)            The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connect with the repurchase of notes as a result of a Change of
Control Triggering Event.  To the extent that the provisions of any securities
laws or regulations conflict with the Change of Control provisions of the notes,
the Company shall comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the Change of Control
provisions of the notes by virtue of such conflicts.

(d)            On the Change of Control Date, the
Company shall (i) accept for payment all Notes or portions of notes properly
tendered pursuant to the Change of Control Offer; (ii) deposit with the paying
agent, which shall initially be the Trustee, an amount equal to the Change of
Control Payment in respect of all Notes or portions of notes properly tendered
and (iii) deliver or cause to be delivered to the Trustee the notes properly
accepted.


Article 5
 Consolidation, Merger or Sale of Assets



SECTION 5.01.  Limitations on Merger, Consolidation, Sale, Lease or
Conveyance.  The Company shall not  (i)(a) consolidate with or
merge with or into any other Person, or permit any Person to merge into or
consolidate with the Company, or convey, transfer or lease its consolidated
properties and assets substantially as an entirety (in one transaction or in a
series of related transactions), (b) convey, transfer or lease its consolidated
electric transmission and distribution assets and operations substantially as an
entirety (in one transaction or in a series of related transactions), or (c)
convey, transfer or lease all or substantially all of its consolidated electric
generation assets and operations (in one transaction or a series of
transactions), to any Person or  (ii) permit any of its
Subsidiaries to enter into any such transaction or series of transactions if it
would result in the disposition of (x) the Company’s consolidated properties and
assets substantially as an entirety, (y) the Company’s consolidated electric
transmission and distribution assets and operations substantially as an entirety
or (z) all or substantially all of the Company’s consolidated electric
generation assets and operations unless, in each case:

(A)            either (1) the Company will be the surviving entity, or (2) the
surviving entity, if other than the Company, formed by such consolidation or
into which the Company is merged or that acquired or leased such property or
assets (the “Surviving Person”) shall be an entity organized under the laws of
the United States of America, one of its States or the District of Columbia and
expressly assumes by supplemental indenture the Company’s obligations under the
Notes and the Indenture, provided, however, that in the event following a
conveyance, transfer or lease of the Company’s consolidated properties and
assets substantially as an entirety or a conveyance, transfer or lease of all or
substantially all of the Company’s consolidated electric generation assets and
operations, the Company continues to own, directly or indirectly, its
consolidated electric transmission and distribution assets and operations that
it held immediately preceding such conveyance, transfer or lease substantially
as an entirety, the Notes and the Indenture shall remain the obligations of the
Company and shall not be assumed by the Surviving Person;


(B)            immediately after giving effect to that transaction, no Event of
Default shall have occurred and be continuing; and


(C)            the Company shall have delivered to the Trustee an Opinion of
Counsel and Officer’s Certificate stating that such merger, consolidation, sale,
lease or conveyance and such supplemental indenture (if any) complies with this
Section 5.01 and that all conditions precedent provided for herein relating to
such transaction have been complied with and that such supplemental indenture
(if any) constitutes the legal, valid and binding obligation of the Surviving
Person enforceable against such entity in accordance with its terms, subject to
customary exceptions.


SECTION 5.02.  Successor Substituted.  Except as otherwise
provided in the proviso to Section 5.01(ii)(A), upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01 of this Indenture, the Surviving Person formed by such
consolidation or into which the Company is merged or to which such sale,
conveyance, transfer, lease or other disposition is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such Surviving Person had been named
as the Company herein.


Article 6 
Default and Remedies

 SECTION 6.01.  Events of Default.  An “Event of Default” occurs with respect to the Notes if:

(i)            the Company
defaults in the payment of the principal of, or any premium on, any Note when
the same becomes due and payable at maturity, upon acceleration, redemption or
required purchase or otherwise;

(ii)            the Company
defaults in the payment of interest on any Note when the same becomes due and
payable, and the default continues for a period of 30 days;

(iii)            the Company
defaults in the performance of or breaches any other covenant or agreement of
the Company in the Indenture or under the Notes and the default or breach
continues for a period of 30 consecutive days after written notice specifying
the default is delivered to the Company by the Trustee or to the Company and the
Trustee by the Holders of 25% or more in aggregate principal amount of the
Notes;


(iv)            a
default occurs in the payment of the principal of any bond, debenture, note or
other evidence of indebtedness, in each case for money borrowed, issued by the
Company, or in the payment of principal under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for Borrowed Money, of the Company or any Significant
Subsidiary if such Indebtedness for Borrowed Money is not Project Finance Debt
and provides for recourse generally to the Company or any Significant
Subsidiary, which default for payment of principal is in an aggregate principal
amount exceeding $40 million when such indebtedness becomes due and payable
(whether at maturity, upon redemption or acceleration or otherwise), if such
default shall continue unremedied or unwaived for more than 30 Business Days and
the time for payment of such amount has not been expressly extended (until such
time as such payment default is remedied, cured or waived);


(v)            a court
having jurisdiction enters a decree or order for: (i) relief in respect of the
Company or any of its Significant Subsidiaries in an involuntary case under any
applicable bankruptcy, insolvency, or other similar law now or hereafter in
effect; (ii) appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator, or similar official of the Company or any of its
Significant Subsidiaries or for all or substantially all of the property and
assets of the Company or any of its Significant Subsidiaries; or (iii) the
winding up or liquidation of the affairs of the Company or any of its
Significant Subsidiaries; and, in each case, such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days;

(vi)            the Company or
any of its Significant Subsidiaries: (i) commences a voluntary case under any
applicable bankruptcy, insolvency, or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case
under any such law; (ii) consents to the appointment of or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar
official of the Company or any of its Significant Subsidiaries or for all or
substantially all of the property and assets of the Company or any of its
Significant Subsidiaries; or (iii) effects any general assignment for the
benefit of creditors (an event of default specified in clause (v) or (vi) a
“Bankruptcy Default”); or

(vii)            the Trustee, as Collateral Agent, fails to have a perfected
security interest in the Pledged Stock of IPL for a period of 10 days.


SECTION
6.02.  Acceleration. (a) If an Event of Default, other than a
Bankruptcy Default with respect to the Company, occurs with respect to the Notes
and is continuing under the Indenture, the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding, by written
notice to the Company (and to the Trustee if the notice is given by the
Holders), may, and the Trustee at the request of such Holders shall, declare the
principal of, premium, if any, and accrued interest on the outstanding Notes to
be immediately due and payable.  Upon a declaration of acceleration, such
principal, premium, if any, and accrued interest will become immediately due and
payable.  If a Bankruptcy Default occurs with respect to the Company, the
principal of, premium, if any, and accrued interest on the Notes then
outstanding will become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


(b)            The Holders of a majority in principal amount of the outstanding
Notes by written notice to the Company and to the Trustee may waive all past
defaults with respect to the Notes and rescind and annul a declaration of
acceleration with respect to the Notes and its consequences if:


(i)            all
existing Events of Default applicable to the Notes, other than the nonpayment of
the principal of, premium, if any, and interest on the Notes that have become
due solely by the declaration of acceleration, have been cured or waived; and


(ii)            the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.


SECTION 6.03.  Other Remedies.  If an Event of Default
with respect to the Notes occurs and is continuing, the Trustee may pursue, in
its own name or as trustee of an express trust, any available remedy by
proceeding at law or in equity to collect the payment of principal of, premium,
if any, and interest on the Notes or to enforce the performance of any provision
of the Notes or the Indenture.  The Trustee may maintain a proceeding even if it
does not possess any of the Notes or does not produce any of them in the
proceeding.  When the Trustee Incurs expenses or renders services after the
occurrence of an act of bankruptcy with respect to the Company, the expenses and
the compensation for such services are intended to constitute expenses of
administration under any federal or state bankruptcy, insolvency, arrangement,
moratorium, reorganization or other debtor relief law.


SECTION 6.04.  Waiver of Past Defaults.  Except as otherwise provided in Sections 6.02, 6.07 and 9.02,
the Holders of a majority in principal amount of  outstanding Notes may, by
notice to the Trustee, waive an existing Default with respect to the Notes and
its consequences.  Upon such waiver, the Default with respect to the Notes will
cease to exist, and any Event of Default arising therefrom will be deemed to
have been cured, but no such waiver will extend to any subsequent or other
Default or impair any right consequent thereon.


SECTION 6.05.  Control by Majority.  The Holders of at least a majority in aggregate principal amount of
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee.  However, the Trustee may refuse to follow any
direction that conflicts with law or the Indenture, that may involve the Trustee
in personal liability, or that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders of the Notes not joining in the
giving of such direction, and may take any other action it deems proper that is
not inconsistent with any such direction received from Holders of the Notes.


SECTION 6.06.  Limitation on Suits.  A Holder of the Notes may not institute any
proceeding, judicial or otherwise, with respect to the Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy under
the Indenture or the Notes, unless:


(i)            such Holder
has previously given to the Trustee written notice of a continuing Event of
Default with respect to the Notes;

(ii)            the Holders
of at least 25% in aggregate principal amount of outstanding Notes have made
written request to a Responsible Officer of the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee under the
Indenture;

(iii)           
such Holder or Holders have offered to the Trustee indemnity reasonably
satisfactory to the Trustee against any costs, liabilities or expenses to be
Incurred in compliance with such request;

(iv)            the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding; and


(v)            during such
60-day period, the Holders of a majority in aggregate principal amount of the
outstanding Notes have not given the Trustee a direction that is inconsistent
with such written request.


SECTION 6.07.  Rights of Holders to Receive Payment. 
Notwithstanding anything to the contrary, the right of a Holder of a Note to
receive payment of principal of, premium, if any, or interest on its Note on or
after the stated maturities thereof, or to bring suit for the enforcement of any
such payment on or after such respective dates, may not be impaired or affected
without the consent of that Holder.


SECTION 6.08.  Collection Suit by Trustee. 
If an Event of Default in payment of principal, premium, if any, or interest
specified in clause (1) or (2) of Section 6.01 occurs and is continuing with
respect to the Notes, the Trustee may recover judgment in its own name and as
trustee of an express trust for the whole amount of principal, premium, if any,
and accrued interest remaining unpaid on the Notes, together with interest on
overdue principal and, to the lawful, overdue installments of interest, in each
case at the rate specified in the Notes, and such further amount as is
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee hereunder.


SECTION
6.09.  Trustee May File Proofs of Claim.  The Trustee may file proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee hereunder) and the Holders allowed in any judicial
proceedings relating to the Company or its creditors or property, and is
entitled and empowered to collect, receive and distribute any money, securities
or other property payable or deliverable upon conversion or exchange of the
Notes or upon any such claims.  Any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, if the Trustee consents to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee hereunder.  Nothing in the
Indenture will be deemed to empower the Trustee to authorize or consent to, or
accept or adopt on behalf of any Holder, any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.


SECTION 6.10.  Priorities.  If the Trustee
collects any money pursuant to this Article, it shall payout the money in the
following order:


First: to the Trustee for all amounts due hereunder;


Second: to
Holders of the Notes in respect of which moneys have been collected for amounts
then due and unpaid for principal of, premium, if any, and interest on such
Notes, ratably, without preference or priority of any kind of any Note over any
other Note, according to the amounts due and payable on such Notes for
principal, premium, if any, and interest; and


Third: to the Company or as a
court of competent jurisdiction may direct in a final, non-appealable order.


The
Trustee, upon written notice to the Company, may fix a record date and payment
date for any payment to Holders pursuant to this Section.


SECTION 6.11.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted
a proceeding to enforce any right or remedy under the Indenture and the
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to the Holder, then, subject to any
determination in the proceeding, the Company, the Trustee and the Holders will
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Company, the Trustee and the Holders
will continue as though no such proceeding had been instituted.


SECTION 6.12.  Undertaking for Costs.  In any suit for the enforcement of any right or remedy
under the Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court may require any party litigant in such suit
(other than the Trustee) to file an undertaking to pay the costs of the suit,
and the court may assess reasonable costs, including reasonable attorneys fees
and expenses, against any party litigant (other than the Trustee) in the suit
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.  This Section does not apply to a suit by a Holder to
enforce payment of principal of or interest on any Note on the respective due
dates, or a suit by Holders of more than 10% in principal amount of the
outstanding Notes.


SECTION 6.13.  Rights and Remedies Cumulative.  No right or
remedy conferred or reserved to the Trustee or to the Holders under this
Indenture is intended to be exclusive of any other right or remedy, and all such
rights and remedies are, to the extent permitted by law, cumulative and in
addition to every other right and remedy hereunder or now or hereafter existing
at law or in equity or otherwise.  The assertion or exercise of any right or
remedy hereunder, or otherwise, will not prevent the concurrent assertion or
exercise of any other right or remedy.


SECTION 6.14.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default will impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.


SECTION
6.15.  Waiver of Stay, Extension or Usury Laws.  The Company covenants, to the
extent that it may lawfully do so, that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or
forgive the Company from paying all or any portion of the principal of, premium,
if any, or interest on the Notes as contemplated herein, wherever enacted, now
or at any time hereafter in force, or that may affect the covenants or the
performance of the Indenture.  The Company hereby expressly waives, to the
extent that it may lawfully do so, all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.


Article 7
 The Trustee



SECTION
7.01.   General.  (a) The duties and responsibilities of the Trustee
are as provided by the Trust Indenture Act and as set forth herein.  Whether or
not expressly so provided, every provision of the Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee is
subject to this Article.



(b)            Except
during the continuance of an Event of Default, the Trustee need perform only
those duties that are specifically set forth in the Indenture and no others, and
no implied covenants or obligations will be read into the Indenture against the
Trustee.  In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).  In case an Event of Default
has occurred and is continuing, the Trustee shall exercise those rights and
powers vested in it by the Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.        



(c)           
No provision of the Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that 

(1)       
this Subsection shall not be construed to limit the effect of Subsection (a) of
this Section; 

(2)        the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts; 

(3)       
the Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the Holders of
a majority in principal amount of the Notes relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series; and 

(4)        no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it


SECTION 7.02.  Certain Rights of Trustee.  Subject to Trust Indenture Act Sections 315(a)
through (d):


(i)           
In the absence of bad faith on its part, the Trustee may conclusively rely, and will be
protected in acting or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper Person.  The Trustee need not investigate any fact or matter stated
in the document, but, in the case of any document which is specifically required
to be furnished to the Trustee pursuant to any provision hereof, the Trustee
shall examine the document to determine whether it conforms to the requirements
of the Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).  The Trustee, in its
discretion, may make further inquiry or investigation into such facts or matters
as it sees fit and shall Incur no liability of any kind by reason of such
inquiry or investigation.

(ii)            Before the Trustee acts or refrains from acting, it may require
an Officers’ Certificate or an Opinion of Counsel conforming to Section 10.05
and the Trustee will not be liable for any action it takes or omits to take in
good faith in reliance on the certificate or opinion.

(iii)            The Trustee
may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.

(iv)            The Trustee
will be under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request or direction of any of the Holders of the Notes,
unless such Holders have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that might be
Incurred by it in compliance with such request or direction.

(v)            The Trustee
will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within its rights or powers or for any action it
takes or omits to take in accordance with the direction of the Holders of the
Notes in accordance with Section 6.05 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under the Indenture.


(vi)            The Trustee
may consult with counsel of its selection, and the advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

(vii)            No provision of the Indenture will require the Trustee to
expend or risk its own funds or otherwise Incur any financial liability in the
performance of its duties hereunder, or in the exercise of its rights or powers,
unless it receives indemnity satisfactory to it against any loss, liability or
expense.


(viii)            In no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

(ix)            The Trustee
shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Securities and this Indenture.

(x)            The rights,
privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.


(xi)           
the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.


(xii)           the Trustee may request that the
Company deliver a certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to
this Indenture 


SECTION 7.03. Individual Rights of Trustee.  The Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company or its Affiliates with the same rights it would have if it were not
the Trustee.  Any Agent may do the same with like rights.  However, the Trustee
is subject to Trust Indenture Act Sections 310(b) and 311.  For purposes of
Trust Indenture Act Section 311(b)(4) and (6):

(a)           
“Cash Transaction” means any transaction in which full payment
for goods or securities sold is made within seven days after delivery of the
goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

(b)           
“Self-liquidating Paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or Incurred for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale of
goods, wares or merchandise and which is secured by documents evidencing title
to, possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received by the
Trustee simultaneously with the creation of the creditor relationship arising
from the making, drawing, negotiating or Incurring of the draft, bill of
exchange, acceptance or obligation.


SECTION 7.04.  Trustee’s Disclaimer.  The
Trustee (i) makes no representation as to the validity or adequacy of the
Indenture or the Notes, (ii) is not accountable for the Company’s use or
application of the proceeds from the Notes and (iii) is not responsible for any
statement in the Notes other than its certificate of authentication.


SECTION
7.05.  Notice of Default.  If any Default with respect to the Notes occurs and
is continuing and is known to the Trustee, the Trustee will send notice of the
Default to each Holder within 90 days after it occurs, unless the Default has
been cured; provided that, except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as the board of directors, the executive committee or
a trust committee of directors of the Trustee in good faith determines that
withholding the notice is in the interest of the Holders of the Notes.  Notice
to Holders under this Section will be given in the manner and to the extent
provided in Trust Indenture Act Section 313(c).


SECTION 7.06.  Reports by Trustee to Holders.  Within 60 days after each May 15, beginning with May 15,
2012, the Trustee will mail to each Holder, as provided in Trust Indenture Act
Section 313(c), a brief report dated as of such May 15, if required by Trust
Indenture Act Section 313(a), and file such reports with each stock exchange
upon which its Notes are listed and with the Commission as required by Trust
Indenture Act Section 313(d).


SECTION 7.07.  Compensation and Indemnity. 
(a) The Company will pay the Trustee compensation as agreed upon in
writing for its services.  The compensation of the Trustee is not limited by any
law on compensation of a Trustee of an express trust.  The Company will
reimburse the Trustee upon request for all reasonable out-of-pocket expenses,
disbursements and advances Incurred or made by the Trustee, including the
reasonable compensation and expenses of the Trustee’s agents and counsel.

(b)            The Company will indemnify the Trustee
and Agents, for,
and hold each of them harmless against, any loss, claim, damage, liability or expense
Incurred by it without negligence or willful misconduct on its part arising out
of or in connection with the acceptance or administration of the Indenture and
its duties under the Indenture and the Notes, including the costs and expenses
of defending itself against any claim or liability and of complying with any
process served upon it or any of its officers in connection with the exercise or
performance of any of its powers or duties under the Indenture and the Notes.


(c)            To secure the Company’s payment
obligations in this Section, the Trustee will have a lien prior to the Notes on
all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal, premium, if
any, of, and interest on particular Notes.


(d)                When the Trustee incurs expenses
or renders services in connection with an Event of Default, the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.


(e)               The provisions of this Section
shall survive the termination of this Indenture.


SECTION 7.08.  Replacement of Trustee.   (a)(i) The Trustee may resign at any
time by written notice to the Company.


(ii)            The Holders
of a majority in principal amount of all then outstanding Notes may remove the
Trustee by written notice to the Trustee.

(iii)            If the
Trustee is no longer eligible under Section 7.10 or in the circumstances
described in Trust Indenture Act Section 310(b), any Holder that satisfies the
requirements of Trust Indenture Act Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

(iv)            The Company may remove the Trustee if: (A) the Trustee is no
longer eligible under Section 7.10; (B) the Trustee is adjudged a bankrupt or an
insolvent; (C) a receiver or other public officer takes charge of the Trustee or
its property; or (D) the Trustee becomes incapable of acting.


(v)            A resignation
or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section.

(b)            If the Trustee
has been removed by the Holders, Holders of a majority in principal amount of
all then outstanding Notes may appoint a successor Trustee with the consent of
the Company.  Otherwise, if the Trustee resigns or is removed, or if a vacancy
exists in the office of Trustee for any reason, the Company will promptly
appoint a successor Trustee.  If the successor Trustee does not deliver its
written acceptance within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of all then outstanding Notes may petition at the expense of
the Company any court of competent jurisdiction for the appointment of a
successor Trustee.


(c)            Upon delivery by the
successor Trustee of a written acceptance of its appointment to the retiring
Trustee and to the Company, (i) the retiring Trustee will transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07, (ii) the resignation or removal of the retiring Trustee will
become effective, and (iii) the successor Trustee will have all the rights,
powers and duties of the Trustee under the Indenture.  Upon request of any
successor Trustee, the Company will execute any and all instruments for fully
and vesting in and confirming to the successor Trustee all such rights, powers
and trusts.  The Company will give notice of any resignation and any removal of
the Trustee and each appointment of a successor Trustee to all Holders, and
include in the notice the name of the successor Trustee and the address of its
Corporate Trust Office.


(d)            Notwithstanding
replacement of the Trustee pursuant to this Section, the Company’s obligations
under Section 7.07 will continue for the benefit of the retiring Trustee.

(e)            The Trustee agrees to give the notices
provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).


SECTION 7.09.  Successor Trustee by
Merger.  If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation or national banking association, the
resulting, surviving or transferee corporation or national banking association
without any further act will be the successor Trustee with the same effect as if
the successor Trustee had been named as the Trustee in the Indenture.


SECTION
7.10.  Eligibility.  The Indenture must always have a Trustee that satisfies the
requirements of Trust Indenture Act Section 310(a) and has a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition.


SECTION 7.11.  Money Held in Trust.  The Trustee
will not be liable for interest on any money received by it except as it may
agree with the Company.  Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law and except for
money held in trust under Article 8.


Article 8
 Defeasance and Discharge
 

SECTION
8.01.  Satisfaction and Discharge of Indenture.  If at any time (a) the Company
shall have paid or caused to be paid the principal of, premium, if any, and
interest on all the Notes outstanding hereunder (other than Notes which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.04) as and when the same shall have become due and payable, or (b)
the Company shall have delivered to the Trustee for cancellation all Notes
theretofore authenticated (other than any Notes which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.04) or (c) (i) all the Notes not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Company shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Company in
accordance with Section 8.05) or U.S. Government Obligations, maturing as to
principal and interest in such amounts and at such times as will insure the
availability of cash sufficient to pay at maturity or upon redemption of all
Notes (other than any Notes which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.04) not
theretofore delivered to the Trustee for cancellation, including principal and
interest due or to become due on or prior to such date of maturity as the case
may be, and if, in any such case, the Company shall also pay or cause to be paid
all other sums payable hereunder by the Company with respect to the Notes, then
this Indenture shall cease to be of further effect with respect to the Notes
(except as to (i) rights of registration of transfer and exchange of securities
of such, and the Company’s right of optional redemption, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of
Notes to receive payments of principal, and premium, if any, thereof and
interest thereon, upon the original stated due dates therefor (but not upon
acceleration) and remaining rights of the Holders of Notes to receive mandatory
sinking fund payments, if any, (iv) the rights, obligations and immunities of
the Trustee hereunder and (v) the rights of the Holders of Notes as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture; provided that the rights of
Holders of Notes to receive amounts in respect of principal of, premium, if any,
and interest on the Notes held by them shall not be delayed longer than required
by then-applicable mandatory rules or policies of any securities exchange upon
which the Notes are listed.  The Company agrees to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly Incurred and to compensate
the Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Notes.


SECTION 8.02.  Defeasance and Discharge of
Indenture.  The Company shall be deemed to have paid
and shall be discharged from any and all obligations in respect of the Notes, on
the 123rd day after the deposit referred to in clause (A) of this Section 8.02
has been made with respect to the Notes, and the provisions of this Indenture
shall no longer be in effect with respect to the Notes (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except as to: (a) rights of registration of transfer and exchange, and
the Company’s right of optional redemption, (b) substitution of apparently
mutilated, defaced, destroyed, lost or stolen Notes, (c) rights of holders to
receive payments of principal thereof, premium, if any, and interest thereon,
upon the original stated due dates therefor (but not upon acceleration), (d) the
rights, obligations and immunities of the Trustee hereunder and (e) the rights
of the Holders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them; provided that the following
conditions shall have been satisfied:

(A)            with reference to this provision the Company has deposited or
caused to be irrevocably deposited with the Trustee (or another trustee
satisfying the requirements of Sections 7.08 and 7.10) as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Notes, (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in subclause (x) or (y) of this
clause (A) money in an amount, or (iii) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge without consideration of the reinvestment of such interest and
after payment of all federal, state and local taxes or other charges and
assessments in respect thereof payable by the Trustee (x) the principal of,
premium, if any, and each installment of interest on the outstanding Notes on
the due dates thereof and (y) any mandatory sinking fund payments or analogous
payments applicable to the Notes on the day on which such payments are due and
payable in accordance with the terms of the Notes and the Indenture with respect
to the Notes;

(B)            the Company has delivered to the Trustee (i) either (x) an
Opinion of Counsel to the effect that Holders of Notes will not recognize
income, gain or loss for federal income tax purposes as a result of the
Company’s exercise of its option under this Section 8.02 and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit, defeasance and discharge had
not occurred, which Opinion of Counsel must be based upon a ruling of the
Internal Revenue Service to the same effect or a change in applicable federal
income tax law or related treasury regulations after the date of this Indenture
or (y) a ruling directed to the Trustee received from the Internal Revenue
Service to the same effect as the aforementioned Opinion of Counsel and (ii) an
Opinion of Counsel to the effect that the creation of the defeasance trust does
not violate the Investment Company Act of 1940 and after the passage of 123 days
following the deposit, the trust fund will not be subject to the effect of
Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and
Creditor Law;

(C)            immediately after giving effect to such deposit on a pro form a
basis, no Event of Default with respect to such Notes, or event that after the
giving of notice or lapse of time or both would become an Event of Default with
respect to such Notes, shall have occurred and be continuing on the date of such
deposit or during the period ending on the 123rd day after the date of such
deposit, and such deposit shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Company is a party or by which the Company is bound; and


(D)            if at such time the Notes are listed on a national securities
exchange, the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Notes will not be delisted as a result of such deposit,
defeasance and discharge. If the Company shall be deemed to have paid and shall
be discharged from any and all obligations in respect of all of the Notes
pursuant to this Section 8.02 and all amounts outstanding to the Trustee
hereunder or the Collateral Agent under the Pledge Agreement shall have been
paid in full, then the Company shall be released of its obligations under the
Pledge Agreement and the Collateral shall be released from the security interest
granted in favor of the Collateral Agent thereunder.


SECTION 8.03.  Defeasance
of Certain Obligations.  The Company may omit to comply with any term, provision
or condition set forth in, and this Indenture will no longer be in effect with
respect to, any covenant in Article 4 or Section 5.01 and clauses (iii), (iv)
and (vii) of Section 6.01 and Article 11 shall be deemed not to be an Event of
Default, if:

(A)            with reference to this Section 8.03, the Company has deposited or
caused to be irrevocably deposited with the Trustee (or another trustee
satisfying the requirements of Section 7.08) as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Notes, (i) money in an amount or (ii) U.S. Government
Obligations which through the payment of principal and interest in respect
thereof in accordance with their terms will provide not later than one day
before the due dates thereof or earlier redemption (irrevocably provided for
under agreements satisfactory to the Trustee), as the case may be, of any
payment referred to in subclause (x) or (y) of this clause (A) money in an
amount, or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
without consideration of the reinvestment of such interest and after payment of
all federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee (x) the principal of, premium, if any, and each
installment of interest on the outstanding Notes on the due date thereof or
earlier redemption (irrevocably provided for under arrangements satisfactory to
the Trustee), as the case may be, and (y) any mandatory sinking fund payments or
analogous payments applicable to the Notes and the Indenture with respect to the
Notes on the day on which such payments are due and payable in accordance with
the terms of the Notes and the Indenture with respect to the Notes;

(B)            the Company has delivered to the Trustee (i) an Opinion of
Counsel to the effect that Holders of the Notes will not recognize income, gain
or loss for federal income tax purposes as a result of the Company’s exercise of
its option under this Section 8.03 and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred and (ii) an Opinion of
Counsel to the effect that the creation of the defeasance trust does not violate
the Investment Company Act of 1940 and after the passage of 123 days following
the deposit, the trust fund will not be subject to the effect of Section 547 of
the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

(C)            immediately after giving effect to such deposit on a pro forma
basis, no Event of Default or event that after the giving of notice or lapse of
time or both would become an Event of Default shall have occurred and be
continuing on the date of such deposit or during the period ending on the 123rd
day after the date of such deposit, and such deposit shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which the Company is bound; and

(D)            if at such time the Notes are listed on a national securities
exchange, the Company has delivered to the Trustee an Opinion of Counsel to the
effect that such Notes will not be delisted as a result of such deposit,
defeasance and discharge.


If the Company shall have satisfied each of the
conditions set forth above in this Section 8.03 and all amounts outstanding to
the Trustee hereunder or the Collateral Agent under the Pledge Agreement shall
have been paid in full, then the Company shall be released of its obligations
under the Pledge Agreement and the Collateral shall be released from the
security interest granted in favor of the Collateral Agent thereunder.


SECTION
8.04.  Application of Trust Money.  Subject to Section 8.05, the Trustee will
hold in trust the money or U.S. Government Obligations deposited with it
pursuant to Sections 8.01, 8.02 or 8.03, and apply the deposited money and the
proceeds from deposited U.S. Government Obligations to the payment of principal
of, premium, if any, and interest on the Notes in accordance with such Notes and
the Indenture.  Such money and U.S. Government Obligations need not be
segregated from other funds except to the extent required by law.


SECTION 8.05.  Repayment to Company.  Subject to Sections 7.07, 8.01, 8.02 and 8.03, the
Trustee will promptly pay to the Company upon request any excess money held by
the Trustee at any time and thereupon be relieved from all liability with
respect to such money.  The Trustee will pay to the Company upon request any
money held for payment with respect to the Notes that remains unclaimed for two
years, provided that before making such payment the Trustee may at the expense
of the Company publish once in a newspaper of general circulation in New York
City, or send to each Holder of the Notes entitled to such money, notice that
the money remains unclaimed and that after a date specified in the notice (at
least 30 days after the date of the publication or notice) any remaining
unclaimed balance of money will be repaid to the Company.  After payment to the
Company, Holders of the Notes entitled to such money must look solely to the
Company for payment, unless applicable law designates another Person, and all
liability of the Trustee with respect to such money will cease.


SECTION 8.06.  Reinstatement.  If and for so long as the Trustee is unable to apply any money
or U.S. Government Obligations held in trust pursuant to Sections 8.01, 8.02 or
8.03 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under the Indenture and
the Notes will be reinstated as though no such deposit in trust had been made. 
If the Company makes any payment of principal of, premium, if any, or interest
on the Notes because of the reinstatement of its obligations, it will be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held in trust.


Article 9 

Amendments, Supplements and Waivers



SECTION 9.01.  Amendments Without Consent of
Holders.   (a) The Company and the Trustee may amend or supplement
the Indenture or the Notes without notice to or the consent of any Noteholder

(i)            to cure any
ambiguity, defect or inconsistency in the Indenture or the Notes;

(ii)            to comply
with Section 5.01;


 (iii)            to comply with any requirements of the Commission in connection
with the qualification of the Indenture under the Trust Indenture Act;

(iv)            to evidence
and provide for the acceptance of appointment hereunder by a successor Trustee;


(v)            to provide
for uncertificated Notes in addition to or in place of certificated Notes,
provided that the uncertified Notes are issued in registered form for purposes
of Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code;


(vi)            to provide for
any guarantee of the Notes, to secure-the Notes or to confirm and evidence the
release, termination or discharge of any guarantee of or lien securing the Notes
when such release, termination or discharge is permitted by the Indenture;


(vii)            to provide for
or confirm the issuance of Additional Notes;


or

(viii)            to make any
other change that does not materially and adversely affect the rights of any
Holder.


SECTION 9.02.  Amendments With Consent of Holders.   (a)
Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b),
the Company and the Trustee may amend the Indenture with respect to the Notes
and the Notes with the written consent of the Holders of a majority in principal
amount of the outstanding Notes, and the Holders of a majority in principal
amount of the outstanding Notes by written notice to the Trustee may waive
future compliance by the Company with any provision of the Indenture with
respect to the Notes or the Notes.


(b)           
Notwithstanding the provisions of paragraph (a), without the consent of each
Holder of Notes affected, an amendment or waiver may not:


(i)            reduce the
principal amount of or change the stated maturity of any installment of
principal of any Note;

(ii)            reduce the rate of or change the stated maturity of any interest
payment on any Note;

(iii)            reduce the amount payable upon the redemption or any required
repurchase of any Note or change the times at which any Note may be redeemed or
repurchased or, once notice of redemption or a Change of Control Offer has been
given, the time at which it must thereupon be redeemed or repurchased;

(iv)            make any Note
payable in money other than that stated in such Note;

(v)            impair the
right of any Holder of Notes to receive any principal payment, premium payment,
if any, or interest payment on such Holder’s Notes, on or after the stated
maturity thereof, or to institute suit for the enforcement of any such payment;

(vi)            make any
change in the percentage of the principal amount of the Notes required for
amendments or waivers; or

(vii)            modify or change any provision of the Indenture affecting the
ranking of the Notes  in a manner adverse to the Holders of the Notes.


(c)            It is not necessary for Noteholders to
approve the particular form of any proposed amendment, supplement or waiver, but
is sufficient if their consent approves the substance thereof.

(d)            An amendment, supplement or waiver under
this Section will become effective on receipt by the Trustee of written consents
from the Holders of the requisite percentage in principal amount of the
outstanding Notes.  After an amendment, supplement or waiver under this Section
becomes effective, the Company will send to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver.  The Company will
send supplemental indentures to Holders upon request.  Any failure of the
Company to send such notice, or any defect therein, will not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.


SECTION 9.03.  Effect of Consent.   (a) After an amendment,
supplement or waiver becomes effective, it will bind every Holder of Notes
unless it is of the type requiring the consent of each Holder affected.  If the
amendment, supplement or waiver is of the type requiring the consent of each
Holder affected, the amendment, supplement or waiver will bind each Holder that
has consented to it and every subsequent Holder of a Note that evidences the
same debt as the Note of the consenting Holder.


(b)            If an amendment, supplement or waiver changes the terms of a
Note, the Trustee may require the Holder to deliver it to the Trustee so that
the Trustee may place an appropriate notation of the changed terms on the Note
and return it to the Holder, or exchange it for a new Note that reflects the
changed terms.  The Trustee may also place an appropriate notation on any Note
thereafter authenticated.  However, the effectiveness of the amendment,
supplement or waiver is not affected by any failure to annotate or exchange
Notes in this fashion.


SECTION 9.04.  Trustee’s Rights and Obligations.  The
Trustee shall be provided with, and will be fully protected in relying upon, an
Opinion of Counsel and an Officer’s Certificate each stating that the execution
of any amendment, supplement or waiver authorized pursuant to this Article is
authorized or permitted by the Indenture.  Upon receipt of such an Opinion of
Counsel and Officer’s Certificate, it shall sign the amendment, supplement or
waiver so long as the same does not adversely affect the rights of the Trustee. 
The Trustee may, but is not obligated to, execute any amendment, supplement or
waiver that affects the Trustee’s own rights, duties or immunities under the
Indenture.


SECTION 9.05.  Conformity with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.


SECTION 9.06.  Payments for Consents. 
Neither the Company nor any of its Subsidiaries or Affiliates may, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of the Indenture
with respect to the Notes or the Notes unless such consideration is offered to
be paid, or agreed to be paid to all Holders of the Notes that consent, waive or
agree to amend such term or provision within the time period set forth in the
solicitation documents relating to the consent, waiver or amendment.


Article 10 

Miscellaneous



SECTION 10.01.  Trust Indenture Act of 1939.  The Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that
are required to be part of and to govern indentures qualified under the Trust
Indenture Act.


SECTION 10.02.  Noteholder Communications; Noteholder
Actions. 
 (a) The rights of Holders to communicate with other Holders with
respect to the Indenture or the Notes are as provided by the Trust Indenture
Act, and the Company and the Trustee shall comply with the requirements of Trust
Indenture Act Sections 312(a) and 312(b).  Neither the Company nor the Trustee
will be held accountable by reason of any disclosure of information as to names
and addresses of Holders made pursuant to the Trust Indenture Act.

(b)           
(i)           Any request, demand,
authorization, direction, notice, consent to amendment, supplement or waiver or
other action provided by this Indenture to be given or taken by a Holder (an
“Act”) may be evidenced by an instrument signed by the Holder delivered to the
Trustee.  The fact and date of the execution of the instrument, or the authority
of the person executing it, may be proved in any manner that the Trustee deems
sufficient.


(ii)           
The Trustee may make reasonable rules for action by or at a meeting of Holders
of Notes, which will be binding on all the Holders of Notes.


(c)            Any Act by the Holder of any Note binds
that Holder and every subsequent Holder of a Note that evidences the same debt
as the Note of the acting Holder, even if no notation thereof appears on the
Note.  Subject to paragraph (d), a Holder may revoke an Act as to its Notes, but
only if the Trustee receives the notice of revocation before the date the
amendment or waiver or other consequence of the act becomes effective.


(d)            The Company may, but is not obligated to,
fix a record date (which need not be within the time limits otherwise prescribed
by Trust Indenture Act Section 316(c)) for the purpose of determining the
Holders of Notes entitled to Act with respect to any amendment or waiver or in
any other regard, except that during the continuance of an Event of Default with
respect to the Notes, only the Trustee may set a record date as to notices of
default, any declaration or acceleration or any other remedies or other
consequences of such Event of Default.  If a record date is fixed with respect
to the Notes, those Persons that were Holders of Notes at such record date and
only those Persons will be entitled to act, or to revoke any previous act,
whether or not those Persons continue to be Holders of Notes after the record
date.  No Act will be valid or effective for more than 90 days after the record
date.


SECTION 10.03.  Notices.  (a) Any notice or communication to
the Company will be deemed given if in writing (i) when delivered in person or
(ii) five days after mailing when mailed by first class mail, or (iii) when sent
by facsimile transmission, with transmission confirmed.  Any notice to the
Trustee will be effective only upon receipt.  In each case the notice or
communication should be addressed as follows:


if to the Company:


IPALCO
Enterprises, Inc. 
One Monument Circle 
Indianapolis, Indiana 46204 
Fax: (317)
261-8288 
Attention: General Counsel


if to the Trustee:


The Bank of New York
Mellon Trust Company, N.A. 
2 N. LaSalle St. 
Suite 1020 
Chicago, Illinois  60602
 Fax
No.:  312-827-8542 
Attention: Corporate Trust Administration


The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.


(b)           
Except as otherwise expressly provided with respect to published notices, any
notice or communication to a Holder will be deemed given when mailed to the
Holder at its address as it appears on the Register by first class mail or, as
to any Global Note registered in the name of DTC or its nominee, as agreed by
the Company, the Trustee and DTC.  Copies of any notice or communication to a
Holder, if given by the Company, will be mailed to the Trustee at the same
time.  Defect in mailing a notice or communication to any particular Holder will
not affect its sufficiency with respect to other Holders.

(c)            Where the Indenture provides for notice, the notice may be waived
in writing by the Person entitled to receive such notice, either before or after
the event, and the waiver will be the equivalent of the notice.  Waivers of
notice by Holders must be filed with the Trustee, but such filing is not a
condition precedent to the validity of any action taken in reliance upon such
waivers.


SECTION 10.04.  Certificate and Opinion as to Conditions Precedent. 
Upon any request or application by the Company to the Trustee to take any action
under the Indenture, the Company will furnish to the Trustee:


(i)            an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in the Indenture relating to the
proposed action have been complied with; and


(ii)            an Opinion
of Counsel stating that all such conditions precedent have been complied with.

SECTION 10.05.  Statements Required in Certificate
or Opinion.  Each certificate
or opinion with respect to compliance with a condition or covenant provided for
in the Indenture must include:


(i)            a statement
that each person signing the certificate or opinion has read the covenant or
condition and the related definitions;


(ii)            a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in the certificate or opinion is based;

(iii)            a statement
that, in the opinion of each such person, that person has made such examination
or investigation as is necessary to enable the person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and

(iv)            a
statement as to whether or not, in the opinion of each such person, such
condition or covenant has been complied with, provided that an Opinion of
Counsel may rely on an Officers’ Certificate or certificates of public officials
with respect to matters of fact.


SECTION 10.06.  Payment Date Other Than a Business
Day.  If any payment with respect to a payment of any principal of,
premium, if any, or interest on any Note (including any payment to be made on
any date fixed for redemption or purchase of any Note) is due on a day which is
not a Business Day, then the payment need not be made on such date, but may be
made on the next Business Day with the same force and effect as if made on such
date, and no interest will accrue for the intervening period.


SECTION 10.07.  Governing Law.  The Indenture and the Notes shall be governed by, and construed
in accordance with, the laws of the State of New York.


SECTION 10.08.  No Adverse Interpretation of Other
Agreements.  The Indenture may not be used to interpret
another indenture or loan or debt agreement of the Company or any Subsidiary of
the Company, and no such indenture or loan or debt agreement may be used to
interpret the Indenture.


SECTION 10.09.  Successors.  All agreements of the
Company in the Indenture and the Notes will bind its successors.  All agreements
of the Trustee in the Indenture will bind its successor.


SECTION 10.10.  Duplicate Originals.  The parties may sign any number of copies of the
Indenture.  Each signed copy shall be an original, but all of them together
represent the same agreement.


SECTION 10.11.  Separability.  In case any
provision in the Indenture or in the Notes is invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not
in any way be affected or impaired thereby.


SECTION 10.12.  Table of Contents and Headings.  The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of the Indenture have been inserted for convenience of
reference only, are not to be considered a part of the Indenture and in no way
modify or restrict any of the terms and provisions of the Indenture.


SECTION
10.13.  No Liability of Directors, Officers,
Employees, Incorporators and Stockholders.  No director, officer, employee, incorporator, member or
stockholder of the Company, as such, will have any liability for any obligations
of the Company under the Notes, or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations.  Each Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release
are part of the consideration for issuance of the Notes.


SECTION 10.14.    Waiver
of Jury Trial.   EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


SECTION 10.15.    Force Majeure.  
In no event shall the Trustee be responsible or liable for any failure or delay
in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.


Article 11 
Security and Collateral
 

SECTION 11.01.  Pledge Agreement.  The full and
punctual payment when due and the full and punctual performance of all of the
obligations of the Company under the Notes and this Indenture to the Holders and
the Trustee, according to the provisions of this Indenture or the Notes (the
“Obligations”), shall be secured, as provided in the Pledge Agreement.  Each
Holder of the Notes, by its acceptance thereof, consents and agrees to the terms
of the Pledge Agreement (including, without limitation, the provisions providing
for foreclosure and release of Collateral) as the same may be in effect or may
be amended from time to time in accordance with its terms and authorizes and
directs the Collateral Agent to enter into the Pledge Agreement and to perform
its obligations and exercise its rights thereunder in accordance therewith.  The
Company shall deliver to the Trustee copies of all documents delivered to the
Collateral Agent pursuant to the Pledge Agreement, and shall cause to be done
all such acts and things as may be necessary or proper, or as may be required by
the provisions of the Pledge Agreement, to assure and confirm to the Trustee and
the Collateral Agent that the security interest in the Collateral contemplated
hereby, by the Pledge Agreement or any parts thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and the Notes, secured hereby, according to the intent and
purposes herein expressed.  The Company shall cause to be taken any and all
actions reasonably required to cause the Pledge Agreement to create and
maintain, as security for the Obligations of the Company, hereunder, a valid and
enforceable perfected Lien in and on all the Collateral, in favor of the
Collateral Agent for the benefit of the Trustee and Holders and other Secured
Parties (as defined in the Pledge Agreement), if any, and subject to no other
Liens other than Liens permitted by Section 4.03(a) hereof.


SECTION 11.02.  Recording and Opinions.  The Company shall comply with the provisions of Section
314(b) of the Trust Indenture Act, including the delivery to the Trustee of any
opinions relating to the perfection of the security interest in the Collateral
created by the Pledge Agreement, to the extent required thereby.


SECTION 11.03.  Release of Collateral.   (a) Subject to subsections (b), (c) and (d)
of this Section 11.03 and the terms of the Pledge Agreement, Collateral may be
released from the Lien and security interest created by the Pledge Agreement at
any time or from time to time in accordance with the provisions of the Pledge
Agreement.  In addition, subject to the terms of the Pledge Agreement, upon the
request of the Company pursuant to an Officers’ Certificate certifying that all
conditions precedent hereunder have been met and (at the sole cost and expense
of the Company) the Collateral Agent shall release the Collateral that is sold,
conveyed or disposed of in compliance with the provisions of the Pledge
Agreement and this Indenture.  Upon receipt of such Officers’ Certificate, the
Collateral Agent shall execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Collateral permitted to be released pursuant to this Indenture or the Pledge
Agreement, as prepared by the Company.


(b)            No
Collateral shall be released from the Lien and security interest created by the
Pledge Agreement pursuant to the provisions of the Pledge Agreement unless there
shall have been delivered to the Collateral Agent the certificate required by
this Section 11.03.

(c)            At any time when a
Default or Event of Default with respect to the Notes shall have occurred and be
continuing and the maturity of the Notes shall have been accelerated (whether by
declaration or otherwise) and the Trustee shall have delivered a notice of
acceleration to the Collateral Agent, no release of Collateral pursuant to the
provisions of the Pledge Agreement shall be effective as against the Holders of
Notes.

(d)            The release of any Collateral from
the terms of this Indenture and the Pledge Agreement shall not be deemed to
impair the security under this Indenture in contravention of the provisions
hereof if and to the extent the Collateral is released pursuant to the terms of
this Indenture or the terms of the Pledge Agreement.  To the extent applicable,
the Company shall cause TIA Section 313(b), relating to reports, and TIA Section
314(d), relating to the release of property or securities from the Lien and
security interest of the Pledge Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien and security
interest of the Pledge Agreement, to be complied with.  Any certificate or
opinion required by TIA Section 314(d) may be made by an Officer of the Company
except in cases where TIA Section 314(d) requires that such certificate or
opinion be made by an independent Person, which Person shall be an independent
engineer, appraiser or other expert selected by the Company in a manner
consistent with the requirements of the TIA.


SECTION 11.04.  Certificates of the
Company.  The Company shall furnish to the Trustee and the Collateral Agent,
prior to each proposed release of Collateral pursuant to the Pledge Agreement, (i)
all documents required by TIA Section 314(d) and (ii) an Opinion of Counsel,
which may be rendered by internal counsel to the Company to the effect that such
accompanying documents constitute all documents required by TIA Section 314(d).


SECTION 11.05.  Certificates of the Trustee.  In the event that the Company
wishes to release Collateral in accordance with the Pledge Agreement and has
delivered the certificates and documents required by the Pledge Agreement and
Sections 11.03 and 11.04 hereof and the Trustee has received, all documentation
required by TIA Section 314(d) in connection with such release, and the Opinion
of Counsel delivered pursuant to Section 11.04, the Trustee shall deliver a
certificate to the Collateral Agent setting forth that it has received all such
documentation.


SECTION 11.06.  Authorization of Actions To Be
Taken by the Collateral Agent Under the Pledge Agreement.  Subject to the provisions of
Sections 7.01 and 7.02 hereof and the Pledge Agreement, the Trustee may, with
the consent of the Holders of a majority in principal amount of the Notes direct
the Collateral Agent to take all actions it deems necessary or appropriate in
order to (a) enforce any of the terms of the Pledge Agreement and (b) collect
and receive any and all amounts payable in respect of the Obligations of the
Company hereunder.


SECTION 11.07.  Authorization of Receipt of Refunds
by the Trustee Under the Pledge Agreement.  The Trustee is authorized to receive any
funds distributed under the Pledge Agreement for the benefit of all Holders, and
to make further distributions of such funds to the Holders of Notes according to
the provisions of this Indenture.


SECTION 11.08.  Termination of Security Interest.  Upon the payment in full of all Obligations of the Company, under
this Indenture and the Notes, or upon defeasance or covenant defeasance pursuant
to Sections 8.01, 8.02 or 8.03 hereof, respectively, the Trustee shall, upon
receipt of an Officer’s Certificate, deliver a certificate to the Collateral
Agent to such effect, and, subject to the terms of the Pledge Agreement,
instruct the Collateral Agent to release the Liens pursuant to this Indenture
and the Pledge Agreement.



SIGNATURES



IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.


					
	 	 	 	IPALCO ENTERPRISES, INC.	 
	 	 	 	as Issuer	 
	 	 	 	 	 
	 	 	By: 	 /s/ Kelly M. Huntington 	 
	 	 	 	Name: Kelly M. Huntington	 
	 	 	 	Title: Senior Vice President and Chief Financial Officer	 
	 	 	 	 	 
	 	 	 	THE BANK OF NEW YORK MELLON TRUST 
COMPANY, N.A.,	 
	 	 	 	as Trustee	 
	 	 	 	 	 
	 	 	By: 	 /s/ Linda Garcia 	 
	 	 	 	Name: Linda Garcia	 
	 	 	 	Title: Vice President	 
	 	 	 	 	 


 


EXHIBIT A

[FACE OF NOTE]

IPALCO Enterprises, Inc.

5.00% Senior Secured Note Due 2018


[CUSIP] [144A]: 462613AF7

[ISIN] [144A]: US462613AF79


[CUSIP] [Reg S]: U4607XAD5

[ISIN] [Reg S]: USU4607XAD58



No.                   
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
  $


IPALCO Enterprises, Inc., an Indiana corporation (the “Company”,
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to [Cede & Co.], or its registered assigns,
the principal sum of                                           ($                     
) [or such other amount as indicated on the Schedule of Exchange of Notes
attached hereto] on May 1, 2018. 

Interest Rate: 5.00% per annum 

Interest Payment Dates: May 1 and November 1, commencing
November 1, 2011. 

Regular Record Dates: April 15 and October 15. 

Reference is hereby make to the further provisions of this Note set forth on
the reverse hereof, which will for all purposes have the same effect as if set
forth at this place. 



IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.


					
	 	 	 	IPALCO ENTERPRISES, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 


(Form of Trustee’s Certificate of Authentication)


This is one of the 5.00% Senior Secured Notes Due 2018 described in the Indenture referred to in this Note.


					
	 	 	 	The Bank of New York Mellon Trust Company,
N.A., as Trustee	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	Authorized Signatory	 
	 	 	 	 	 
	 	 	 	 	 



[REVERSE SIDE OF NOTE]

IPALCO Enterprises, Inc.

5.00% Senior Secured Note Due 2018

 1.                 Principal and Interest. 

The Company promises to pay the principal of this
Note on May 1, 2018. 

The Company promises to pay interest on the
principal amount of this Note on each interest payment date, as set forth on the
face of this Note, and at maturity at the rate of 7.25% per annum. 

Interest will be payable semiannually (to the
holders of record of the Notes at the close of business on the April 15 or
October 15 immediately preceding the interest payment date) on each interest
payment date, commencing November 1, 2011. 

Interest on this Note will accrue from the most
recent date to which interest has been paid on this Note (or, if there is no
existing default in the payment of interest and if this Note is authenticated
between a regular record date and the next interest payment date, from such
interest payment date) or, if no interest has been paid, from the Issue Date.  
Interest will be computed in the basis of a 360-day year of twelve 30-day
months. 

The Company will pay interest on overdue principal,
premium, if any, and, to the extent lawful, interest at a rate per annum that is
1% in excess of 5.00%.  Interest not paid when due and any interest on
principal, premium or interest not paid when due will be paid to the Persons
that are Holders on a special record date, which will be the 15th day preceding
the date fixed by the Company for the payment of such interest, whether or not
such day is a Business Day.   At least 15 days before a special record date, the
Company will send to each Holder and to the Trustee a notice that sets forth the
special record date, the payment date and the amount of interest to be paid.  

2.                 Indenture. 

This is one of the Notes designated as “5.00%
Senior Secured Notes due 2018” (the “Notes”)
issued under an indenture dated as of May 18, 2011 (as amended from time to time) (the 
“Indenture”) between the Company and The Bank of New York
Mellon Trust
Company, N.A., as Trustee, (the “Trustee”).  Capitalized terms
used herein are used as defined in the Indenture unless otherwise indicated. 
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act.  The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture will control. 

The Notes are general unsubordinated obligations of
the Company.  The Notes are secured by a pledge by the Company of all of
the outstanding common stock of the Company’s principal subsidiary, Indianapolis
Power & Light Company, pursuant to a Pledge Agreement Supplement dated May 18,
2011 between the Company and The Bank of New York Mellon Trust Company, N.A., as
Collateral Agent, which supplements the Pledge Agreement dated as of November
14, 2001 between the Company and the Collateral Agent.  The Indenture limits the
original aggregate principal amount of the Notes to $400,000,000, but Additional
Notes may be issued pursuant to the Indenture, and the originally issued Notes
and all such Additional Notes will be considered the same series of Notes.   

3.                 Repurchase of Notes Upon a Change of Control. 

Upon the occurrence of a Change of Control
Triggering Event, the Holder of this Note will have the right to require the
Company to repurchase all or any part (no note of a principal amount of $2,000
or less will be repurchased in part) of this Note at a repurchase price in cash equal to 101% of the
principal amount of this Note plus accrued and unpaid interest, if any, to the
date of repurchase, as further described in the Indenture.  

4.                 Redemption; Discharge Prior to Redemption or Maturity. 

This Note is subject to optional redemption, as
further described in the Indenture.  There is no sinking fund or mandatory
redemption applicable to this Note. 

If the Company deposits with the Trustee money or
U.S. Government Obligations sufficient to pay the then outstanding principal of,
premium, if any, and accrued interest on the Notes to redemption or maturity,
the Company may in certain circumstances be discharged from the Indenture with
respect to the Notes or may be discharged from certain of its obligations under
certain provisions of the Indenture with respect to the Notes.  

5.                 Registered Form; Denominations; Transfer; Exchange. 

The Notes are in registered form without coupons in
minimum
denominations of $2,000 principal amount and integral multiples of $1,000 in excess
thereof.  A Holder may register the transfer or exchange of Notes in accordance
with the Indenture.  The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  Pursuant to the Indenture, there are certain
periods during which the Trustee will not be required to issue, register the
transfer of or exchange any Note or certain portions of a Note.  

6.                 Defaults and Remedies. 

If an Event of Default, as defined in the
Indenture, with respect to the Notes occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes may declare all the
Notes to be due and payable.  If a bankruptcy or insolvency default with respect
to the Company occurs and is continuing, the Notes automatically become due and
payable.  Holders of the Notes may not enforce the Indenture or the Notes except
as provided in the Indenture.  The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or Notes.  Subject to certain limitations,
Holders of a majority in principal amount of the Notes then outstanding may
direct the Trustee in its exercise of remedies.  

7.                 Amendment and Waiver. 

Subject to certain exceptions, the Indenture with
respect to the Notes and such Notes may be amended, or default may be waived,
with the consent of the Holders of a majority in principal amount of the
outstanding Notes.  Without notice to or the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency.  

8.                 Authentication. 

This Note is not valid until the Trustee (or
Authenticating Agent) signs the certificate of authentication on the other side
of this Note.  

9.                 Abbreviations. 

Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (=Uniform Gifts
to Minors Act). 

The Company will furnish a copy of the Indenture to
any Holder upon written request and without charge. 


[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto 

Insert Taxpayer Identification No.  

 __________________________________________________________________ 

__________________________________________________________________ 
Please print
or typewrite name and address including zip code of assignee  

 __________________________________________________________________ 

__________________________________________________________________ 
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
 


attorney to transfer said Note on the books of the Company with full power of
substitution in the premises. 


[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL

CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Note occurring prior to May 18,
2012, the undersigned confirms that such transfer is made without utilizing any
general solicitation or general advertising and further as follows: 

Check One 

o         (1)  This Note is being transferred to a “qualified institutional
buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended
and certification in the form of Exhibit E to the Indenture is being furnished
herewith.  

o          (2)  This Note is being transferred to a Non-U.S.  Person
in compliance with the exemption from registration under the Securities Act of
1933, as amended, provided by Regulation S thereunder, and certification in the
form of Exhibit D to the Indenture is being furnished herewith.   

or  

o         
(3)  This Note is being transferred other than in accordance with (1) or (2)
above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.   If none of the foregoing
boxes is checked, the Trustee is not obligated to register this Note in the name
of any Person other than the Holder hereof unless and until the conditions to
any such transfer of registration set forth herein and in the Indenture have
been satisfied. 

					
	Date:	 	 	 	 
	 	 	 	 	 
	 	 	 		 
	 	 	 	Seller	 
	 	 	By: 	 	 
	 	 	 	 	 
	 	 	NOTICE: The signature to this assignment must correspond
		with the name as written upon the face of the within-mentioned
		instrument in every particular, without alteration or any change
		whatsoever. 	 
	 	 	 	 	 
	 	 	 	 	 
			Signature Guarantee: 1		
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	To be executed by an executive officer 	 
	 	 	 	 	 
	1 Signatures must be guaranteed by an “eligible guarantor
		institution” meeting the requirements of the Registrar, which
		requirements include membership or participation in the Note Transfer
		Agent Medallion Program (“STAMP”) or such other “signature guarantee
		program” as may be determined by the Registrar in addition to, or in
		substitution for, STAMP, all in accordance with the Securities Exchange
		Act of 1934, as amended. 



OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to have this Note purchased by the Company pursuant to a Change
of Control Offer pursuant to Section 4.10 of the Indenture, check the Box: 

o         

If you wish to have a portion of this Note purchased by the Company pursuant
to a Change of Control Offer pursuant to Section 4.10 of the Indenture, state
the amount (in principal amount): $_________________. 

Date:_________________ 

Your Signature:___________________________________________________ 

(Sign exactly as your name appears on the other side of this Note)


Signature Guarantee:2

________________________________  
2 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the
Note Transfer agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


EXHIBIT B  

RESTRICTED LEGEND 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER 

(1)        REPRESENTS THAT 

(A)       IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)(A
“QIB”) OR 

(B)       IT IS NOT A
U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S.
PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT,

(2)        AGREES THAT IT WILL NOT, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144 UNDER THE SECURITIES ACT AS IN EFFECT ON THE
DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT 

(A)       TO THE COMPANY OR ANY SUBSIDIARY THEREOF, 

(B)       TO A PERSON WHOM THE HOLDER REASONABLY
BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, 

(C)       OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, 

(D)       PURSUANT TO
THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE) OR

(E)       PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, AND 

(3)        AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  AS
USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
            

EXHIBIT C 

DTC LEGEND  

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. 

EXHIBIT D 

Regulation S Certificate

_____________,_____

The Bank of New York Mellon Trust Company, N.A. 

[ADDRESS OF TRUSTEE] 

Attention: Corporate Trust Administration 

Re:       IPALCO Enterprises, Inc. 

5.00% Senior
Secured Notes due 2018 (the “Notes”) 
Issued under the Indenture (the
“Indenture”) dated as 
of May 18, 2011, relating to the
Notes                    

Dear Sirs: 

Terms are used in this Certificate as used
in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended
(the “Securities Act”), except as otherwise stated herein. 

[CHECK A OR B AS
APPLICABLE.]  

o   A.   This Certificate relates to our proposed
transfer of $____ principal amount of Notes issued under the Indenture.  We
hereby certify as follows: 

1.         The offer and sale of the Notes was not
and will not be made to a person in the United States (unless such person is
excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or
the account held by it for which it is acting is excluded from the definition of
“U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in
Rule 902(g)(3)) and such offer and sale was not and will not be specifically
targeted at an identifiable group of U.S. citizens abroad. 

2.         Unless the
circumstances described in the parenthetical in paragraph 1 above are
applicable, either (a) at the time the buy order was originated, the buyer was
outside the United States or we and any person acting on our behalf reasonably
believed that the buyer was outside the United States or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities
market, and neither we nor any person acting on our behalf knows that the
transaction was pre-arranged with a buyer in the United States. 

3.        
Neither we, any of our affiliates, nor any person acting on our or their behalf
has made any directed selling efforts in the United States with respect to the
Notes. 

4.         The proposed transfer of Notes is not part of a plan or scheme
to evade the registration requirements of the Securities Act. 

5.         If we
are a dealer or a person receiving a selling concession, fee or other
remuneration in respect of the Notes, and the proposed transfer takes place
during the Restricted Period (as defined in the Indenture), or we are an officer
or director of the Company or an Initial Purchaser (as defined in the
Indenture), we certify that the proposed transfer is being made in accordance
with the provisions of Rule 904(b) of Regulation S.  

o   B.   This
Certificate relates to our proposed exchange of $____ principal amount of Notes
issued under the Indenture for an equal principal amount of Notes to be held by
us.  We hereby certify as follows: 

1.         At the time the offer and sale of
the Notes was made to us, either (i) we were not in the United States or (ii) we
were excluded from the definition of “U.S. person” pursuant to Rule
902(k)(2)(vi) or the account held by us for which we were acting was excluded
from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the
circumstances described in Rule 902(g)(3); and we were not a member of an
identifiable group of U.S. citizens abroad. 

2.         Unless the circumstances
described in paragraph 1(ii) above are applicable, either (a) at the time our
buy order was originated, we were outside the United States or (b) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and we did not prearrange the transaction in the
United States. 

3.         The proposed exchange of Notes is not part of a plan
or scheme to evade the registration requirements of the Securities Act. 

You and
the Company are entitled to rely upon this Certificate and are irrevocably
authorized to produce this Certificate or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby. 


					
	 	 	 	Very truly yours,	 
	 	 	 	 	 
	 	 	 	[NAME OF SELLER (FOR 
TRANSFERS) OR OWNER (FOR
 EXCHANGES)]	 
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	Address:	 
	 	 	 	 	 
	Date:	 	 		
	 	 	 	 	 


EXHIBIT E 

Rule 144A Certificate 

__________,____

 The Bank of New York Mellon Trust Company, N.A. 
[ADDRESS OF TRUSTEE] 

Attention: Corporate Trust Administration 

Re:       IPALCO Enterprises, Inc. 

5.00% Senior Secured Notes due 2018 (the “Notes”) 
Issued under the Indenture
(the “Indenture”) dated as 
of May 18, 2011, relating to the
Notes                    

Ladies and Gentlemen: 

TO BE COMPLETED BY PURCHASER IF
(1) ABOVE IS CHECKED. 

This Certificate relates to: 

[CHECK A OR B AS APPLICABLE.]
 

o   A.   Our proposed purchase of $         principal amount of
Notes issued under the Indenture.  

o   B.   Our proposed exchange of
$         principal amount of Notes issued under the Indenture for an equal
principal amount of Notes to be held by us. 

We and, if applicable, each account
for which we are acting in the aggregate owned and invested more than
$100,000,000 in securities of issuers that are not affiliated with us (or such
accounts, if applicable), as of ________, 20_  , which is a date on or since
close of our most recent fiscal year.  We and, if applicable, each account for
which we are acting, are a qualified institutional buyer within the meaning of
Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the
“Securities Act”).  If we are acting on behalf of an account, we exercise sole
investment discretion with respect to such account.  We are aware that the
transfer of Notes to us, or such exchange, as applicable, is being made in
reliance upon the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A.  Prior to the date of this Certificate we have
received such information regarding the Company as we have requested pursuant to
Rule 144A(d)(4) or have determined not to request such information. 

You and the
Company are entitled to rely upon this Certificate and are irrevocably
authorized to produce this Certificate or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby. 


					
	 	 	 	Very truly yours,	 
	 	 	 	 	 
	 	 	 	[NAME OF PURCHASER (FOR 
TRANSFERS) OR OWNER (FOR 
EXCHANGES)] 	 
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	Address:	 
	 	 	 	 	 
	Date:	 	 		
	 	 	 	 	 


EXHIBIT F 

[COMPLETE FORM I OR FORM II AS APPLICABLE.]



[FORM I]  

Certificate of Beneficial Ownership
 

To:       The Bank of New York Mellon Trust Company, N.A. 
[ADDRESS OF TRUSTEE] 

Attention: Corporate Trust Administration OR  

[Euroclear Bank S.A./N.V., as
operator of the Euroclear System] OR  

[Clearstream Banking SA] 

Re:       IPALCO
Enterprises, Inc. 
5.00% Senior Secured Notes due 2018 (the “Notes”) 
Issued under
the Indenture (the “Indenture”) dated as 
of May 18, 2011, relating to the
Notes                   

Ladies and Gentlemen: 

We are the beneficial owner of
$____ principal amount of Notes issued under the Indenture and represented by a
Temporary Offshore Global Note (as defined in the Indenture). 

We hereby certify
as follows: 

[CHECK A OR B AS APPLICABLE.]  

o   A.   We are a non-U.S.
person (within the meaning of Regulation S under the Securities Act of 1933, as
amended).  

o   B.   We are a U.S. person (within the meaning of
Regulation S under the Securities Act of 1933, as amended) that purchased the
Notes in a transaction that did not require registration under the Securities
Act of 1933, as amended. 

You and the Company are entitled to rely upon this
Certificate and are irrevocably authorized to produce this Certificate or a copy
hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby. 


					
	 	 	 	Very truly yours,	 
	 	 	 	 	 
	 	 	 	[NAME OF BENEFICIAL OWNER] 	 
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	Address:	 
	 	 	 	 	 
	Date:	 	 		
	 	 	 	 	 


 [FORM II]   

 Certificate of Beneficial Ownership
  

 To:       The Bank of New York Mellon Trust Company, N.A. 
[ADDRESS OF TRUSTEE] 

Attention: Corporate Trust Administration 

 Re:       IPALCO Enterprises 
5.00%
Senior Secured Notes due 2018 (the “Notes”) 
Issued under the Indenture (the
“Indenture”) dated as 
of May 18, 2011, relating to the Notes                  


 Ladies and Gentlemen: 

 This is to certify that based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations (“Member Organizations”) appearing in our records as
persons being entitled to a portion of the principal amount of Notes represented
by a Temporary Offshore Global Note issued under the above-referenced Indenture,
that as of the date hereof, $_____ principal amount of Notes represented by
the Temporary Offshore Global Note being submitted herewith for exchange is
beneficially owned by persons that are either (i) non-U.S. persons (within the
meaning of Regulation S under the Securities Act of 1933, as amended) or (ii)
U.S. persons that purchased the Notes in a transaction that did not require
registration under the Securities Act of 1933, as amended. 

 We further certify
that (i) we are not submitting herewith for exchange any portion of such
Temporary Offshore Global Note excepted in such Member Organization
certifications and (ii) as of the date here of we have not received any
notification from any Member Organization to the effect that the statements made
by such Member Organization with respect to any portion of such Temporary
Offshore Global Note submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof. 

 You and the Company are entitled to
rely upon this Certificate and are irrevocably authorized to produce this
Certificate or a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered hereby. 


				Yours faithfully, 	
	 	 	 	 	 
	 	 	 	[EUROCLEAR BANK S.A./N.V., as 
operator of the Euroclear System] 	 
	 	 	 	 
	 	 	 	OR 
	 	 	 	 
	 	 	 	[CLEARSTREAM BANKING SA] 
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	Address:	 
	 	 	 	 	 
	Date:	 	 		
	 	 	 	 	 


EXHIBIT G 

THIS NOTE IS A TEMPORARY GLOBAL NOTE.  PRIOR TO THE EXPIRATION OF THE
RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD
BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT
PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 
BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A
PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.  TERMS IN
THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.