Exhibit 10.6

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                           RECEIVABLES SALE AGREEMENT

                          DATED AS OF DECEMBER 20, 1996


                                      AMONG


                            IPL FUNDING CORPORATION,
                                 AS THE SELLER,


                               ABN AMRO BANK N.V.,
                                  AS THE AGENT,


                             THE LIQUIDITY PROVIDERS
                         FROM TIME TO TIME PARTY HERETO,


                               ABN AMRO BANK N.V.,
                                AS THE ENHANCER,


                                       AND


                          WINDMILL FUNDING CORPORATION




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<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I                  PURCHASES FROM SELLER AND SETTLEMENTS...............1

         Section 1.2.      Sales...............................................1
         Section 1.2.      Interim Liquidations................................3
         Section 1.3.      Selection of Discount Rates and Tranche Periods.....3
         Section 1.4.      Fees and Other Costs and Expenses...................4
         Section 1.5.      Maintenance of Sold Interest........................4
         Section 1.6.      Reduction in Commitments............................5
         Section 1.7.      Repurchases.........................................5
         Section 1.8.      Assignment of Purchase Agreement....................6

ARTICLE II                 SALES TO AND FROM WINDMILL; ALLOCATIONS.............6

         Section 2.1.      Required Purchases from Windmill....................6
         Section 2.2.      Purchases by Windmill...............................8
         Section 2.3.      Allocations and Distributions.......................8

ARTICLE III                ADMINISTRATION AND COLLECTIONS.....................10

         Section 3.1.      Appointment of Collection Agent....................10
         Section 3.2.      Duties of Collection Agent.........................10
         Section 3.3.      Reports............................................11
         Section 3.4.      Lock-Box Arrangements..............................11
         Section 3.5.      Enforcement Rights.................................11
         Section 3.6.      Collection Agent Fee...............................12
         Section 3.7.      Responsibilities of the Seller.....................12
         Section 3.8.      Actions by Seller..................................13

ARTICLE IV                 REPRESENTATIONS AND WARRANTIES.....................13

         Section 4.1.      Representations and Warranties.....................13

ARTICLE V                  COVENANTS..........................................15

         Section 5.1.      Covenants of the Seller............................15

ARTICLE VI                 INDEMNIFICATION....................................20

         Section 6.1.      Indemnities by the Seller..........................20
         Section 6.2.      Increased Cost and Reduced Return..................22
         Section 6.3.      Other Costs and Expenses...........................23


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         Section 6.4.      Withholding Taxes..................................23
         Section 6.5.      Payments and Allocations...........................24

ARTICLE VII                CONDITIONS PRECEDENT...............................24

         Section 7.1.      Conditions to Closing..............................24
         Section 7.2.      Conditions to Each Purchase........................25

ARTICLE VIII               THE AGENT..........................................25

         Section 8.1.      Appointment and Authorization......................25
         Section 8.2.      Delegation of Duties...............................26
         Section 8.3.      Exculpatory Provisions.............................26
         Section 8.4.      Reliance by Agent..................................26
         Section 8.5.      Assumed Payments...................................26
         Section 8.6.      Notice of Termination Events.......................27
         Section 8.7.      Non-Reliance on Agent and Other Purchasers.........27
         Section 8.8.      Agent and Affiliates...............................27
         Section 8.9.      Indemnification....................................27
         Section 8.10.     Successor Agent....................................28

ARTICLE IX                 MISCELLANEOUS......................................28

         Section 9.1.      Termination........................................28
         Section 9.2.      Notices............................................28
         Section 9.3.      Payments and Computations..........................29
         Section 9.4.      Sharing of Recoveries..............................29
         Section 9.5.      Right of Setoff....................................29
         Section 9.6.      Amendments.........................................29
         Section 9.7.      Waivers............................................30
         Section 9.8.      Successors and Assigns; Participations;
                             Assignments......................................30
         Section 9.9.      Intended Tax Characterization......................32
         Section 9.10.     Waiver of Confidentiality..........................32
         Section 9.11.     Confidentiality of Agreement.......................32
         Section 9.12.     Agreement Not to Petition..........................32
         Section 9.13.     Excess Funds.......................................33
         Section 9.14.     No Recourse........................................33
         Section 9.15.     Limitation of Liability............................33
         Section 9.16.     Headings...........................................33
         Section 9.17.     Cumulative Rights and Severability.................34
         Section 9.18.     Governing Law; Submission to Jurisdiction..........34
         Section 9.19.     Waiver of Trial by Jury............................34
         Section 9.20.     Entire Agreement...................................34




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SCHEDULES         DESCRIPTION

Schedule I        Definitions
Schedule II       Liquidity Providers and Commitments of Committed Purchasers


EXHIBITS          DESCRIPTION

Exhibit A         Form of Incremental Purchase Request
Exhibit B         Form of Notification of Assignment from Windmill
                        to the Liquidity Providers and the Enhancer
Exhibit C         Form of Notification of Assignment from the
                        Liquidity Providers and the Enhancer to Windmill
Exhibit D         Form of Periodic Report
Exhibit E         Addresses and Names of Seller and Originator
Exhibit F         Subsidiaries
Exhibit G         Form of Lock-Box Letter
Exhibit H         Form of Compliance Certificate
Exhibit I         Credit and Collection Policy




<PAGE>
                           RECEIVABLES SALE AGREEMENT


     RECEIVABLES  SALE  AGREEMENT,  dated as of  December  20,  1996,  among the
liquidity providers party hereto (the "Liquidity  Providers"),  Windmill Funding
Corporation,  a  Delaware  corporation  ("Windmill"),  ABN AMRO  Bank  N.V.,  as
provider of the Program LOC (the  "Enhancer"),  ABN AMRO Bank N.Y., as agent for
the  Purchasers  (the  "Agent"),   and  IPL  Funding  Corporation,   an  Indiana
corporation (the "Seller").  Certain  capitalized terms used herein, and certain
rules of  construction,  are defined in Schedule I. The sole  initial  Liquidity
Provider and the Commitments of all Committed  Purchasers are listed on Schedule
II.

     The parties hereto agree as follows:

                                    ARTICLE I
                     PURCHASES FROM SELLER AND SETTLEMENTS

     Section 1.1. Sales.

     (a) The Sold  Interest.  Subject to the terms and  conditions  hereof,  the
Seller may, from time to time before the  Liquidity  Termination  Date,  sell to
Windmill  or  ratably  to  the  Committed  Purchasers  an  undivided  percentage
ownership  interest in the  Receivables  and all related  Collections.  Any such
purchase (a "Purchase") shall be made by each relevant Purchaser remitting funds
to  the  Seller,  through  the  Agent,  pursuant  to  Section  1.1(c)  or by the
Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d).
The aggregate  percentage  ownership  interest so acquired by a Purchaser in the
Receivables and related Collections (its "Purchase Interest") shall equal at any
time the following quotient:

                                      I + R
                                ---------------
                                       ER

where:

   I        =        the outstanding Investment of such Purchaser at such time;

   R        =        the Reserve for such Purchaser at such time; and

   ER       =        the Eligible Receivables Balance at such time.

Except during a Liquidation  Period for a Purchaser,  such Purchaser's  Purchase
Interest  will change  whenever  its  Investment,  its  Reserve or the  Eligible
Receivables  Balance  changes.  During a Liquidation  Period for a Purchaser its
Purchase Interest shall remain constant,  except for redeterminations to reflect
Investment  acquired from or transferred to another  Purchaser under Article II.
The sum of all Purchasers'  Purchase Interests at any time is referred to herein
as the "Sold Interest",  which at any time is the aggregate percentage ownership
interest then held by the Purchasers in the  Receivables  and  Collections.

     (b) Windmill Purchase Option and Other Purchasers' Commitments.  Subject to
Section 1.1(d) concerning  Reinvestment Purchases, at no time will Windmill have
any  obligation  to make a Purchase.  Each  Liquidity  Provider and the Enhancer
(together the "Committed Purchasers" and each a "Committed Purchaser") severally
hereby agrees, subject to Section 7.2 and the other terms and conditions hereof,
to make Purchases  before the Liquidity  Termination  Date, based on its Ratable
Share of each Purchase by the Committed Purchasers, to the extent its Investment
would not thereby  exceed its  Commitment,  the Aggregate  Investment  would not
thereby exceed the Purchase Limit,  and the Matured  Aggregate  Investment would
not thereby exceed the Aggregate  Commitments.  Each Purchaser's  first Purchase
and  each  additional  Purchase  by such  Purchaser  not made  from  Collections
pursuant to Section 1.1(d) is referred to herein as an "Incremental  Purchase ".
Each Purchase made by a Purchaser  with the proceeds of  Collections in which it
has a Purchase Interest,  which does not increase the outstanding  Investment of
such Purchaser, is referred to herein as a "Reinvestment Purchase".

     (c) Incremental Purchases. In order to request an Incremental Purchase from
a Purchaser, the Seller must provide to the Agent an irrevocable written request
(including by telecopier or other facsimile communication)  substantially in the
form of Exhibit A, by 10:00 a.m.  (Chicago  time) three Business Days before the
requested date (the "Purchase  Date") of such Purchase,  specifying  whether the
Purchase is  requested  from  Windmill  or from the  Committed  Purchasers,  the
requested  Purchase Date (which must be a Business Day) and the requested amount
(the "Purchase  Amount") of such Purchase,  which must be in a minimum amount of
$1,000,000  and  multiples  thereof (or, if less, an amount equal to the Maximum
Incremental  Purchase  Amount).  The Agent shall promptly notify the contents of
any such request to each Purchaser from which the Purchase is requested.  If the
Purchase  is  requested  from  Windmill  and  Windmill  determines,  in its sole
discretion,  to make the  requested  Purchase,  Windmill  shall  transfer to the
Agent's  Account  the  amount  of such  Incremental  Purchase  on the  requested
Purchase  Date.  If the  Incremental]  Purchase is requested  from the Committed
Purchasers,  subject to Section 7.2 and the other terms and  conditions  hereof,
each  Committed  Purchaser  shall  transfer its Ratable  Share of the  requested
Purchase  Amount into the Agent's  Account by no later than 12:00 noon  (Chicago
time) on the Purchase  Date.  The Agent shall transfer to the Seller Account the
proceeds of any Incremental Purchase delivered into the Agent's Account.

     (d) Reinvestment Purchases.  Unless Windmill has provided to the Agent, the
Seller,  and the  Collection  Agent a notice  still in effect  that it no longer
wishes to make  Reinvestment  Purchases (in which case  Windmill's  Reinvestment
Purchases, but not those of the Committed Purchasers,  shall cease), at any time
before the Liquidity  Termination Date when no Interim Liquidation is in effect,
on each  day  that  any  Collections  are  received  by the  Collection  Agent a
Purchaser's Purchase Interest in such Collections shall automatically be used to
make a  Reinvestment  Purchase  by such  Purchaser,  but only to the extent such
Reinvestment  Purchase  would not cause the  Purchaser's  Investment to increase
above the amount of such Investment at the start of the day plus any Incremental
Purchases  made by the  Purchaser  on that day.  Windmill  may revoke any notice
provided under the first sentence of this Section 1.1(d) by notifying the Agent,
the Seller, and the Collection Agent that it will make Reinvestment Purchases.

     (e) Security Interest.  To secure all of the Seller's obligations under the
Transaction Documents, the Seller hereby grants to the Agent (for the benefit of
the  Purchasers)  a  security  interest  in all of the  Seller's  rights  in the
Receivables, the Collections, and the Lock-Box Accounts.

     Section 1.2. Interim Liquidations. (a) Optional. The Seller may at any time
direct  that  Reinvestment  Purchases  cease  and  that an  Interim  Liquidation
commence  for all  Purchasers  by giving the Agent and the  Collection  Agent at
least three  Business  Days'  written  (including  telecopy  or other  facsimile
communication) notice specifying the date on which the Interim Liquidation shall
commence and, if desired,  when such Interim  Liquidation shall cease before the
Liquidity  Termination  Date  (identified  as a  specific  date or as  when  the
Aggregate  Investment is reduced to a specified amount).  If the Seller does not
so specify the date on which an Interim  Liquidation  shall cease,  it may cause
such Interim  Liquidation to cease at any time before the Liquidity  Termination
Date, subject to Section 1.2(b) below, by notifying the Agent and the Collection
Agent in writing  (including by telecopy or other  facsimile  communication)  at
least  three  Business  Days  before the date on which it desires  such  Interim
Liquidation to cease.

     (b)  Mandatory.  If at any time before the Liquidity  Termination  Date any
condition in Section 7.2 is not fulfilled,  the Seller shall immediately  notify
the Agent and the Collection Agent, whereupon Reinvestment Purchases shall cease
and an  Interim  Liquidation  shall  commence,  which  shall only cease upon the
Seller confirming to the Agent that the conditions in Section 7.2 are fulfilled.

     Section  1.3.  Selection  of Discount  Rates and Tranche  Periods.  (a) All
Investment  shall be allocated to one or more Tranches  reflecting  the Discount
Rates at which such  Investment  accrues  Discount  and the Tranche  Periods for
which such Discount Rates apply. In each request for an Incremental Purchase and
three Business Days before the  expiration of any Tranche  Period  applicable to
any  Purchaser's  Investment,  the Seller may request the  Discount  Rate(s) and
Tranche  Period(s) to be applicable to such  Investment.  All  Investment (i) of
Windmill  shall  accrue  Discount  at the CP  Rate  and  (ii)  of the  Committed
Purchasers may accrue  Discount at either the Eurodollar Rate or the Prime Rate,
in all  cases  as  established  for  each  Tranche  Period  applicable  to  such
Investment.  Each Tranche shall be in the minimum  amount of  $1,000,000  and in
multiples thereof or, in the case of Discount accruing at the Prime Rate, in any
amount of Investment  that otherwise has not been  allocated to another  Tranche
Period.  Any  Investment  not  allocated  to a Tranche  Period  shall be a Prime
Tranche.  During the pendency of a Termination  Event,  the Agent may reallocate
any outstanding  Investment of the Committed  Purchasers to a Prime Tranche. All
Discount  accrued  during a Tranche Period shall be payable by the Seller on the
last day of such  Tranche  Period or, for a  Eurodollar  Tranche  with a Tranche
Period of more than three  months,  90 days after the  commencement,  and on the
last day, of such Tranche Period.

     (b) If, by the time required in Section 1.3(a),  the Seller fails to select
a Tranche  Period for any  Investment  of  Windmill,  the Agent may, in its sole
discretion,  select such  Tranche  Period.  If, by the time  required in Section
1.3(a),  the Seller  fails to select a Discount  Rate or Tranche  Period for any
Investment  of  the  Committed  Purchasers,  such  amount  of  Investment  shall
automatically accrue Discount at the Prime Rate for a three Business Day Tranche
Period.  Any Investment  purchased  from Windmill  pursuant to Section 2.1 shall
have a Prime Tranche Period of three Business Days.

     (c) If the Agent or any Committed Purchaser determines (i) that maintenance
of any Eurodollar Tranche would violate any applicable law or regulation or (ii)
that  deposits  of a type and  maturity  appropriate  to match  fund any of such
Purchaser's  Eurodollar  Tranches are not  available,  then the Agent,  upon the
direction of such Purchaser,  shall suspend the  availability  of, and terminate
any outstanding, Eurodollar Tranche so affected. All Investment allocated to any
such terminated Eurodollar Tranche shall be reallocated to a Prime Tranche.

     Section 1.4. Fees and Other Costs and Expenses. (a) The Seller shall pay to
the Agent (i) for the ratable benefit of the Liquidity  Providers,  such amounts
as agreed to with the Liquidity  Providers and the Agent in the Pricing  Letter,
and (ii) for the account of the Enhancer  and the Agent,  such amounts as agreed
to with the Enhancer and the Agent in the Fee Letter.

     (b) If the amount of Investment  allocated to any CP or Eurodollar  Tranche
is  reduced  before  the  last  day of its  Tranche  Period,  or if a  requested
Incremental Purchase at the Eurodollar Rate does not take place on its scheduled
Purchase Date, the Seller shall pay the Early Payment Fee to each Purchaser that
had its Investment so reduced or scheduled Purchase not made.

     (c) Investment  shall be payable solely from  Collections  and from amounts
payable  under  Sections  1.5,  1.7 and 6.1 (to the  extent  amounts  paid under
Section 6.1 indemnify against reductions in or non-payment of Receivables).  The
Seller  shall pay, as a full  recourse  obligation,  all other  amounts  payable
hereunder,  including,  without  limitation,  all  Discount,  fees  described in
clauses (a) and (b) above and amounts payable under Article VI.

     Section 1.5. Maintenance of Sold Interest; Deemed Collection.  (a) General.
If at any time before the  Liquidity  Termination  Date the sum of 100% plus the
Reserve Percentage  multiplied by the Aggregate Investment (or, if a Termination
Event exists, the Matured Aggregate  Investment) exceeds the product of the Sold
Interest (or, if less,  100%)  multiplied by the Eligible  Receivables  Balance,
then the  Seller  shall  immediately  pay to the Agent an  amount  equal to such
excess for  application to reduce the  Investments of the Purchasers  ratably in
accordance with the Matured Value of their respective Investments, applied first
to Prime Tranches and second to the other  Tranches with the shortest  remaining
maturities  unless otherwise  specified by the Seller.  Any amount so applied to
reduce  Windmill's  Investment  shall be  deposited  in the Special  Transaction
Subaccount.

     (b)  Deemed  Collections.  If on  any  day  the  outstanding  balance  of a
Receivable  is reduced or  cancelled  as a result of any  defective  or rejected
goods or services, any cash discount or adjustment (including as a result of the
application of any special refund or other discounts or any reconciliation), any
setoff  or  credit  (whether  such  claim or credit  arises  out of the same,  a
related,  or an unrelated  transaction) or other similar reason not arising from
the  financial  inability  of the Obligor to pay  undisputed  indebtedness,  the
Seller  shall  be  deemed  to have  received  on such day a  Collection  on such
Receivable in the amount of such  reduction or  cancellation.  If on any day any
representation, warranty, covenant or other agreement of the Seller related to a
Receivable is not true or is not  satisfied,  the Seller shall be deemed to have
received on such day a Collection  in the amount of the  outstanding  balance of
such Receivable.  All such Collections  deemed received by the Seller under this
Section  1.5(b)  shall be  remitted  by the  Seller to the  Collection  Agent in
accordance with Section 5.1(i).

     (c)  Adjustment  to  Sold  Interest.  At  any  time  before  the  Liquidity
Termination Date that the Seller is deemed to have received any Collection under
Section  1.5(b)  ("Deemed  Collections")  that derive from a Receivable  that is
otherwise reported as an Eligible  Receivable,  so long as no Liquidation Period
then exists, the Seller may satisfy its obligation to deliver such amount to the
Collection Agent by instead notifying the Agent that the Sold Interest should be
recalculated  by decreasing  the Eligible  Receivables  Balance by the amount of
such  Deemed  Collections,  so long as such  adjustment  does not cause the Sold
Interest to exceed 100%.

     (d) Payment  Assumption.  Unless an Obligor otherwise  specifies or another
application  is required by contract or law, any payment  received by the Seller
from any Obligor shall be applied as a Collection of Receivables of such Obligor
(starting with the oldest such  Receivable) and remitted to the Collection Agent
as such.

     Section 1.6.  Reduction in  Commitments.  The Seller may, upon thirty days'
notice  to  the  Agent,  reduce  the  Aggregate   Commitment  in  increments  of
$1,000,000,  so long as the Aggregate Commitment at all times equal at least the
outstanding Matured Aggregate  Investment.  Each such reduction in the Aggregate
Commitment shall reduce the Commitment of each Committed Purchaser in accordance
with its Ratable Share and shall ratably reduce the Purchase Limit.

     Section 1.7.  Repurchases.  (a)  Optional.  At any time that the  Aggregate
Investment  is less than 10% of the  Aggregate  Commitment in effect on the date
hereof,  the Seller may, upon thirty days' notice to the Agent,  repurchase  the
entire Sold  Interest from the  Purchasers  at a price equal to the  outstanding
Matured Aggregate Investment and all other amounts then owed hereunder.

     (b) Mandatory.  If at any time the Sold Interest  exceeds 100%,  unless the
Seller  remedies the  situation by  satisfying  its  obligations  under  Section
1.5(a),  any Purchaser may direct that all  Purchasers  ratably  reassign to the
Seller, without recourse,  representation or warranty, a portion of the Purchase
Interest of each  Purchaser so that the Sold Interest does not exceed 100%.  The
Seller shall  purchase such  reassigned  Purchase  Interests at a purchase price
equal to the Matured Value of the Investment so reassigned by each Purchaser.

     Section 1.8.  Assignment of Purchase  Agreement.  The Seller hereby assigns
and  otherwise  transfers  to the Agent  (for the  benefit  of the  Agent,  each
Purchaser and any other Person to whom any amount is owed hereunder), all of the
Seller's right, title and interest in, to and under the Purchase Agreement.  The
Seller shall  execute,  file and record all financing  statements,  continuation
statements and other documents  required to perfect or protect such  assignment.
This assignment includes (a) all monies due and to become due to the Seller from
the Originator  under or in connection  with the Purchase  Agreement  (including
fees, expenses,  costs, indemnities and damages for the breach of any obligation
or  representation  related  thereto)  and (b)  all  rights,  remedies,  powers,
privileges  and  claims  of  the  Seller  against  the  Originator  under  or in
connection with the Purchase Agreement. All provisions of the Purchase Agreement
shall  inure to the  benefit  of, and may be relied  upon by,  the  Agent,  each
Purchaser and each such other Person.  At any time that a Termination  Event has
occurred and is  continuing,  the Agent shall have the sole right to enforce the
Seller's rights and remedies under the Purchase  Agreement to the same extent as
the Seller could absent this assignment,  but without any obligation on the part
of the  Agent,  any  Purchaser  or any other such  Person to perform  any of the
obligations of the Seller under the Purchase Agreement (or any of the promissory
notes  executed  thereunder).  All amounts  distributed  to the Seller under the
Purchase  Agreement  from  Receivables  sold  to  the  Seller  thereunder  shall
constitute Collections hereunder and shall be applied in accordance herewith.

                                   ARTICLE II
                    SALES TO AND FROM WINDMILL; ALLOCATIONS

Section 2.1.  Required  Purchases from Windmill.  (a) Windmill may, at any time,
and on the  earlier  of the  Windmill  Termination  Date  and 10  Business  Days
following  the Agent and Windmill  learning of a continuing  Termination  Event,
Windmill shall,  sell to the Committed  Purchasers any percentage  designated by
Windmill of Windmill's  Investment and its related Windmill  Settlement (each, a
"Put"). If the Put occurs due to the Windmill  Termination Date or a Termination
Event, the designated  percentage shall be 100% or such lesser  percentage as is
necessary to obtain the maximum  available  Purchase  Price from each  Committed
Purchaser.  Immediately  upon notice of a Put from  Windmill  to the Agent,  the
Agent  shall  deliver  to  each  Purchaser  a  notification   of  assignment  in
substantially the form of Exhibit B, and each Committed Purchaser shall purchase
from  Windmill its Purchase  Percentage  of  Windmill's  Investment  and related
Windmill  Settlement by  transferring  to the Agent's Account an amount equal to
such  Purchaser's  Purchase Price by not later than 1:00 p.m.  (Chicago time) on
the date such funds are  requested;  provided,  however,  that the  Enhancer may
exchange for part or all of the Purchase  Price payable by it an equal amount of
the Program Unreimbursed Draw Amount.

     (b) If a  Liquidity  Provider  fails  to  transfer  to the  Agent  its full
Purchase Price when required by Section  2.1(a) (the  aggregate  amount not made
available  to the  Agent by each  such  Liquidity  Provider  being  the  "Unpaid
Amount"),  then, upon notice from the Agent by not later than 1:15 p.m. (Chicago
time), each Liquidity  Provider not owing an Unpaid Amount shall transfer to the
Agent's Account,  by not later than 1:45 p.m. (Chicago time), an amount equal to
the  lesser  of such  Liquidity  Provider's  proportionate  share  (based on its
Commitment  divided by the Commitments of all Liquidity  Providers that have not
so failed to pay their full Purchase  Price) of the Unpaid Amount and its Unused
Commitment.  If the Agent does not then receive the Unpaid Amount in full,  upon
notice  from the Agent by not later than 2:00 p.m.  (Chicago  time) on such day,
each Liquidity  Provider that has not failed to fund any part of its obligations
on such day.  under this Section 2. 1 shall pay to the Agent,  by not later than
2:30 p.m.  (Chicago  time),  its  proportionate  share  (determined as described
above) of the amount of such remaining deficiency up to the amount of its Unused
Commitment.  Any  Liquidity  Provider  that  fails to make a payment  under this
Section  2.1 on the date of a Put shall pay on  demand to each  other  Liquidity
Provider that makes a payment under this subsection (b) the amount paid by it to
cover such failure,  together with interest thereon,  for each day from the date
such payment was made until the date such other Liquidity Provider has been paid
such amount in full,  at a rate per annum  equal to the Federal  Funds Rate plus
two percent (2%) per annum. In addition,  without  prejudice to any other rights
Windmill may have under  applicable law, any Liquidity  Provider that has failed
to transfer to the Agent under Section  2.1(a) its full Purchase Price shall pay
on demand to Windmill the difference  between such unpaid Purchase Price and the
amount paid by other  Liquidity  Providers  or the Agent to cover such  failure,
together with interest  thereon,  for each day from the date such Purchase Price
was due until the date paid, at a rate per annum equal to the Federal Funds Rate
plus two percent (2%) per annum.

     (c) Any portion of Windmill's  Investment and related  Windmill  Settlement
purchased by a Committed Purchaser (including any purchased under Section 2.1(b)
in fulfillment of another Liquidity  Provider's  obligation unless such purchase
is reimbursed in full,  with interest,  by such other  Liquidity  Provider under
Section  2.1(b)) shall be considered  part of such  Purchaser's  Investment  and
related Windmill Settlement from the date of the relevant Put. Each such sale by
Windmill to a Committed  Purchaser shall be without recourse,  representation or
warranty  except for the  representation  and warranty that such  Investment and
related  amounts are being sold by Windmill  free and clear of any Adverse Claim
created or granted by Windmill.  Immediately  upon any purchase by the Committed
Purchasers of any portion of Windmill's Investment,  the Seller shall pay to the
Agent (for the ratable benefit of such Purchasers) an amount equal to the sum of
the  Assigned  Windmill  Settlement  and the  amount  calculated  for  all  such
Purchasers pursuant to clause (b) of the definition of Purchase Price.

     (d) The  proceeds  from each Put  received by Windmill  (other than amounts
described in clauses  (b)(ii) and (iii) of the  definition  of Purchase  Price),
shall be transferred into the Special Transaction  Subaccount and used solely to
pay that portion of the outstanding  commercial paper of Windmill issued to fund
or maintain the Investment of Windmill so transferred.

     (e) The  obligation of each  Committed  Purchaser to make any purchase from
Windmill pursuant to this Section 2.1 shall be several,  not joint, and shall be
absolute and unconditional; provided, however, that no Committed Purchaser shall
have any  obligation  to make such a purchase at a time that (i) Windmill  shall
have  voluntarily  commenced  any  proceeding  or filed any  petition  under any
bankruptcy,  insolvency or similar law seeking the  dissolution,  liquidation or
reorganization  of Windmill or (ii)  involuntary  proceedings  or an involuntary
petition  shall  have  been  commenced  or  filed  against  Windmill  under  any
bankruptcy,  insolvency or similar law seeking the  dissolution,  liquidation or
reorganization  of Windmill and such  proceeding or petition shall not have been
dismissed  or stayed  for a period of thirty  (30) days,  or any of the  actions
sought  in such  proceeding  or  petition  (including  the entry of an order for
relief against,  or the appointment of a receiver,  trustee,  custodian or other
similar  official  for,  Windmill  or for any  substantial  part  of  Windmill's
property) shall occur.

     Section 2.2.  Purchases by Windmill.  If the Seller requests an increase in
Windmill's   Investment  when  any  Committed   Purchaser  has  any  outstanding
Investment,  Windmill shall determine the amount, if any, by which it desires to
increase its Investment (the "Desired  Increase") and shall so notify the Agent.
If Windmill  has a Desired  Increase and the Seller  requests  Windmill to first
acquire  the  Investments  held by the  Committed  Purchasers,  the Agent  shall
deliver  to  the   Committed   Purchasers  a   notification   of  assignment  in
substantially  the form of  Exhibit  C and,  before  purchasing  any  additional
Investment  from the Seller,  Windmill  shall purchase in full the Investment of
the Committed  Purchasers,  at a purchase  price equal to such  Investment  plus
accrued and unpaid Discount  thereon.  If the Desired  Increase is less than the
sum of the total  Investment of the Committed  Purchasers and accrued  Discount,
Windmill  shall  purchase  a  ratable  portion  of  each  Liquidity   Provider's
Investment and only after all such  Investment and accrued  Discount  thereon is
purchased may Windmill purchase Investment of the Enhancer and Discount thereon.
As a  condition  to any such  sale of  Investment  by  Committed  Purchasers  to
Windmill,  the Seller must pay the Early Payment Fee then owed to such Committed
Purchasers.  Any sale from any Committed  Purchaser to Windmill pursuant to this
Section 2.2 shall be without recourse, representation or warranty except for the
representation  and warranty that the Investment  sold by such Purchaser is free
and clear of any Adverse  Claim  created or granted by such  Purchaser  and that
such Purchaser has not suffered any Bankruptcy Event.

     Section 2.3. Allocations and Distributions.

     (a) Windmill Termination and Non-Reinvestment Periods. Before the Liquidity
Termination Date unless an Interim  Liquidation is in effect, on each day during
a period that  Windmill is not making  Reinvestment  Purchases  (as  established
under  Section  1.1(d)) and at all times on and after the  Windmill  Termination
Date, the  Collection  Agent (i) shall set aside and hold solely for the benefit
of  Windmill  (or  deliver to the Agent,  if so  instructed  pursuant to Section
3.2(a)) Windmill's Purchase Interest in all Collections received on such day and
(ii) shall  distribute  on the last day of each CP  Tranche  Period to the Agent
(for the  benefit  of  Windmill)  the  amounts  so set aside up to the amount of
Windmill's  Investment  allocated to such Tranche  Period and, to the extent not
already paid in full,  all Discount  thereon and all other amounts then due from
the Seller in  connection  with such  Investment  and Tranche  Period.  The Sold
Interest, and each Purchaser's Purchase Interest,  shall be recalculated to give
effect to any  application of any portion of the Sold Interest in Collections to
pay Discount or other amounts (except Investment) under this Section 2.3(a), and
the Seller shall comply with Section 1.5(a) after such recalculation.

     (b) Liquidity Termination Date and Interim Liquidations. On each day on and
after the Liquidity  Termination Date, and during any Interim  Liquidation,  the
Collection  Agent  shall set aside and hold solely for the account of the Agent,
for the benefit of the  Purchasers,  (or deliver to the Agent,  if so instructed
pursuant to Section  3.2(a)) the Sold  Interest in all  Collections  received on
such day and such Collections shall be allocated as follows:

          (i)  first,  only so long as (A) the sum of the  Matured  Value of the
     Windmill   Investment,   the  Matured  Value  of  the  Liquidity   Provider
     Investment, and the Enhancer Investment is less than (B) the product of the
     Sold  Interest  (or, if less,  100%)  multiplied  by the  Reserve  Adjusted
     Eligible  Receivables  Balance, to the payment of all Discount then due and
     not paid to the Enhancer;

          (ii) second,  to Windmill  and to the  Liquidity  Providers  (ratably,
     based on the Matured Value of their  Investments)  until all Investment of,
     and  Discount  due but not already  paid to, the  Liquidity  Providers  and
     Windmill has been paid in full;

          (iii) third, to the Enhancer until all Investment of, and Discount due
     but not already paid to, the Enhancer has been paid in full;

          (iv) fourth,  to the  Purchasers  until all other  amounts owed to the
     Purchasers have been paid in full;

          (v) fifth,  to the Agent until all amounts owed to the Agent have been
     paid in full;

          (vi) sixth, to any other Person to whom any amounts are owed under the
     Transaction Documents until all such amounts have been paid in full; and

          (vii) seventh,  to the Seller (or as otherwise  required by applicable
     law).

Unless an Interim Liquidation has ended by such date (in which case Reinvestment
Purchases  shall resume to the extent provided in Section  1.1(d)),  on the last
day of each Tranche Period (unless otherwise instructed by the Agent pursuant to
Section  3.2(a)),  the Collection  Agent shall deposit into the Agent's Account,
from such set aside  Collections,  all amounts  allocated to such Tranche Period
and all Tranche  Periods that ended before such date, due in accordance with the
priorities in clauses  (i)-(iii)  above. No  distributions  shall be made to pay
amounts under clauses (iv) - (vii) until  sufficient  Collections  have been set
aside to pay all  amounts  described  in  clauses  (i) - (iii)  that may  become
payable for all outstanding  Tranche  Periods.  All  distributions  by the Agent
shall  be made  ratably  within  each  priority  level  in  accordance  with the
respective  amounts then due each Person included in such level unless otherwise
agreed by the Agent and all  Purchasers.  As  provided  in  Section  1.4(c)  all
Discount and other amounts  payable  hereunder other than Investment are payable
by the Seller. If any part of the Sold Interest in any Collections is applied to
pay any such amounts  pursuant to this Section  2.3(b),  the Seller shall pay to
the Collection  Agent the amount so applied for distribution as part of the Sold
Interest in Collections.


                                   ARTICLE III
                         ADMINISTRATION AND COLLECTIONS

     Section  3.1.   Appointment  of  Collection   Agent.   (a)  The  servicing,
administering  and collecting of the Receivables  shall be conducted by a Person
(the "Collection  Agent") designated to so act on behalf of the Purchasers under
this Article III. The Seller is hereby  designated as, and agrees to perform the
duties and obligations of, the Collection  Agent. The Seller  acknowledges  that
the Agent and each  Purchaser  have relied on the  Seller's  agreement to act as
Collection  Agent (and the agreement of any of the  sub-collection  agents to so
act) in making the  decision to execute and deliver  this  Agreement  and agrees
that it  will  not  voluntarily  resign  as  Collection  Agent  nor  permit  any
sub-collection  agent to voluntarily  resign as a  sub-collection  agent. At any
time  (but,  so long as the  Seller  acts as  Collection  Agent,  only after the
occurrence  of a Servicer  Replacement  Event),  the Agent may  designate  a new
Collection Agent to succeed the Seller (or any successor Collection Agent).

     (b) The Seller may,  and if  requested  by the Agent  shall,  delegate  its
duties  and  obligations  as  Collection  Agent to the  Originator  or any other
Affiliate (acting as a sub-collection  agent).  Notwithstanding such delegation,
the Seller shall remain  primarily  liable for the performance of the duties and
obligations so delegated,  and the Agent and each Purchaser shall have the right
to look  solely to the  Seller for such  performance.  The Agent may at any time
remove or replace any  sub-collection  agent (but, so long as the Seller acts as
Collection Agent, only after the occurrence of a Servicer Replacement Event).

     (c) If replaced,  the Collection  Agent agrees it will terminate,  and will
cause each existing sub-collection agent to terminate, its collection activities
in a  manner  requested  by the  Agent to  facilitate  the  transition  to a new
Collection  Agent.  The Collection Agent shall cooperate with and assist any new
Collection Agent (including  providing access to, and transferring,  all Records
and allowing the new Collection Agent to use all licenses,  hardware or software
necessary  or  desirable  to collect the  Receivables).  The Seller  irrevocably
agrees to act (if requested to do so) as the  data-processing  agent for any new
Collection Agent in  substantially  the same manner as the Seller conducted such
data-processing functions while it acted as the Collection Agent.

     Section 3.2.  Duties of Collection  Agent.  (a) The Collection  Agent shall
take,  or cause to be taken,  all action  necessary or advisable to collect each
Receivable in accordance with this Agreement,  the Credit and Collection  Policy
and all applicable laws, rules and regulations using the skill and attention the
Collection Agent exercises in collecting  other  receivables or obligations owed
solely to it. The Collection Agent shall, in accordance herewith,  set aside all
Collections to which a Purchaser is entitled. If so instructed by the Agent, the
Collection  Agent shall transfer to the Agent the amount of Collections to which
the Agent and the Purchasers are entitled by the Business Day following receipt.
Each party hereto hereby appoints the Collection  Agent to enforce such Person's
rights  and  interests  in  the  Receivables,  but  (notwithstanding  any  other
provision  in any  Transaction  Document)  the Agent shall at all times have the
sole right to direct the Collection Agent to commence or settle any legal action
to enforce collection of any Receivable.

     (b) If no Termination Event exists and the Collection Agent determines that
such action is appropriate in order to maximize the Collections,  the Collection
Agent may,  in  accordance  with the Credit and  Collection  Policy,  extend the
maturity  of any  Receivable  (but not  beyond  thirty  (30) days) or adjust the
outstanding  balance of any Receivable.  Any such extension or adjustment  shall
not alter the status of a Receivable  as a Defaulted  Receivable  or  Delinquent
Receivable or limit any rights of the Agent or the  Purchasers  hereunder.  If a
Termination  Event  exists,  the  Collection  Agent may make such  extensions or
adjustments  only with the  prior  consent  of the  Instructing  Group.

     (c) The  Collection  Agent shall turn over to the Seller (i) any percentage
of  Collections in excess of the Sold  Interest,  less all reasonable  costs and
expenses of the Collection Agent for servicing, collecting and administering the
Receivables and (ii) subject to Section 1.5(d),  the collections and records for
any  indebtedness  owed to the Seller that is not a Receivable.  The  Collection
Agent shall have no  obligation to remit any such funds or records to the Seller
until the Collection  Agent receives  evidence  (satisfactory to the Agent) that
the Seller is entitled to such items.  The  Collection  Agent has no obligations
concerning  indebtedness  that is not a  Receivable  other than to  deliver  the
collections  and records for such  indebtedness  to the Seller when  required by
this Section 3.2(c).

     Section 3.3. Reports.  On or before the fifteenth day of each month, and at
such other times covering such other periods as is requested by the Agent or the
Instructing  Group,  the  Collection  Agent shall  deliver to the Agent a report
reflecting  information as of the close of business of the Collection  Agent for
the immediately  preceding  calendar month or such other preceding  period as is
requested (each a "Periodic  Report"),  containing the information  described on
Exhibit D (with such modifications or additional information as requested by the
Agent or the Instructing Group).

     Section 3.4. Lock-Box  Arrangements.  At any time after the occurrence of a
Lock-Box  Event and  establishment  of  Lock-Box  Accounts,  the Agent is hereby
authorized  to give  notice  to any or all  Lock-Box  Banks  that  the  Agent is
exercising  its  rights  under  the  Lock-Box  Letters  and to take all  actions
permitted  under the  Lock-Box  Letters.  The  Seller  agrees to take any action
requested by the Agent to facilitate  the  foregoing.  After the Agent takes any
such action under the Lock-Box Letters,  the Seller shall immediately deliver to
the Agent any Collections  received by the Seller. If the Agent takes control of
any Lock-Box  Account,  the Agent shall  distribute  Collections  it receives in
accordance  herewith and shall deliver to the Collection Agent, for distribution
under Section 3.2, all other amounts it receives from such Lock-Box Account.

     Section 3.5.  Enforcement Rights. (a) The Agent may. at any time during the
pendency of a Termination Event,  direct the Obligors and the Lock-Box Banks, if
any,  to make all  payments  on the  Receivables  directly  to the  Agent or its
designee.  The Agent may, and the Seller shall at the Agent's request,  withhold
the identity of the Purchasers  from the Obligors and any Lock-Box  Banks.  Upon
the Agent's request,  the Seller (at the Seller's expense) shall (i) give notice
to each Obligor of the Agent's  ownership  of the Sold  Interest and direct that
payments on  Receivables  be made  directly to the Agent or its  designee,  (ii)
assemble for the Agent all Records and collateral  security for the  Receivables
and  transfer  to the Agent (or its  designee),  or license to the Agent (or its
designee) the use of, all software  useful to collect the  Receivables and (iii)
segregate  in a manner  acceptable  to the  Agent  all  Collections  the  Seller
receives  and,  promptly  upon  receipt,  remit  such  Collections  in the  form
received,  duly endorsed or with duly executed  instruments of transfer,  to the
Agent or its designee.

     (b)  The   Seller   hereby   irrevocably   appoints   the   Agent   as  its
attorney-in-fact  coupled with an interest,  with full power of substitution and
with full authority in the place of the Seller, to take any and all steps deemed
desirable  by the Agent,  in the name and on behalf of the Seller to (i) collect
any amounts due under any Receivable, including endorsing the name of the Seller
on checks and other  instruments  representing  Collections  and enforcing  such
Receivables,  and (ii) exercise any and all of the Seller's  rights and remedies
under the Purchase Agreement. The Agent's powers under this Section 3.5(b) shall
not subject the Agent to any  liability  if any action  taken by it proves to be
inadequate or invalid,  nor shall such powers confer any  obligation  whatsoever
upon the Agent.

     (c) Neither the Agent nor any Purchaser  shall have any  obligation to take
or consent to any action to realize upon any Receivable or to enforce any rights
or remedies related thereto.

     Section 3.6.  Collection  Agent Fee. On or before the fifteenth day of each
calendar  month,  the  Seller  shall pay to the  Collection  Agent a fee for the
immediately  preceding  calendar  month as  compensation  for its services  (the
"Collection Agent Fee") equal to (a) at all times the Seller, the Originator, or
any Affiliate of either such Person is the Collection Agent, such  consideration
as is  acceptable  to it,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  and (b) at all times any other Person is the Collection  Agent, a
reasonable  amount agreed upon by the Agent and the new  Collection  Agent on an
arm's length basis  reflecting  rates and terms prevailing in the market at such
time. The Collection Agent may only apply to payment of the Collection Agent Fee
the portion of the  Collections  in excess of the Sold  Interest or  Collections
that  fund  Reinvestment  Purchases.  The Agent  may,  with the  consent  of the
Instructing Group, pay the Collection Agent Fee to the Collection Agent from the
Sold  Interest in  Collections.  The Seller shall be obligated to reimburse  any
such payment to the extent required by Section 1.5 or 2.3.

     Section 3.7.  Responsibilities  of the Seller.  The Seller shall,  or shall
cause the Originator  to, pay when due all Taxes payable in connection  with the
Receivables or their creation or satisfaction. The Seller shall, and shall cause
the Originator to, perform all of its obligations  under  agreements  related to
the  Receivables to the same extent as if interests in the  Receivables  had not
been transferred hereunder or, in the case of the Originator, under the Purchase
Agreement. The Agent's or any Purchaser's exercise of any rights hereunder shall
not  relieve the Seller or the  Originator  from such  obligations.  Neither the
Agent nor any Purchaser  shall have any  obligation to perform any obligation of
the  Seller  or of the  Originator  or any  other  obligation  or  liability  in
connection with the Receivables.

     Section 3.8.  Actions by Seller.  The Seller shall defend and indemnify the
Agent and each Purchaser against all costs, expenses, claims and liabilities for
any action taken by the Seller,  the  Originator  or any other  Affiliate of the
Seller or the  Originator  (whether  acting as  Collection  Agent or  otherwise)
related to any  Receivable,  or arising out of any alleged failure of compliance
of any Receivable  with the  provisions of any law or  regulation.  If any goods
related to a Receivable are repossessed, the Seller agrees to resell, or to have
the  Originator  or  another  Affiliate  resell,  such  goods in a  commercially
reasonable  manner for the account of the Agent and remit, or have remitted,  to
the Agent the  Purchasers'  share in the gross sale proceeds  thereof net of any
out-of-pocket  expenses and any equity of redemption of the Obligor thereon. Any
such moneys  collected by the Seller or the Originator or other Affiliate of the
Seller  pursuant to this Section 3.8 shall be  segregated  and held in trust for
the Agent and remitted to the Agent's Account within one Business Day of receipt
as part of the Sold Interest in Collections for application as provided herein.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     Section 4.1.  Representations  and  Warranties.  The Seller  represents and
warrants to the Agent and each Purchaser that:

          (a)  Corporate  Existence  and  Power.  Each  of the  Seller  and  the
     Originator is a corporation  duly organized,  validly  existing and in good
     standing under the laws of its state of incorporation and has all corporate
     power and authority and all governmental licenses, authorizations, consents
     and  approvals  required to carry on its business in each  jurisdiction  in
     which its business is now  conducted,  except where  failure to obtain such
     license,  authorization,  consent  or  approval  would not have an  adverse
     effect  on (i)  its  ability  to  perform  its  obligations  under,  or the
     enforceability of, any Transaction Document, (ii) its business or financial
     condition,  (iii) the  interests  of the Agent or any  Purchaser  under any
     Transaction  Document or (iv) the  enforceability  or collectibility of any
     Receivable.

          (b)  Corporate  Authorization  and No  Contravention.  The  execution,
     delivery  and  performance  by  the  Seller  and  the  Originator  of  each
     Transaction  Document  to which it is a party (i) are within its  corporate
     powers,  (ii) have been duly authorized by all necessary  corporate action,
     (iii) do not  contravene or  constitute a default under (A) any  applicable
     law, rule or regulation,  (B) its or any Subsidiary's  charter or bylaws or
     (C) any agreement,  order or other instrument to which it or any Subsidiary
     is a party or its  property  is  subject  and (iv)  will not  result in any
     Adverse  Claim  on any  Receivable  or  Collection  or give  cause  for the
     acceleration  of any  indebtedness  of the Seller,  the  Originator  or any
     Subsidiary.

          (c) No  Consent  Required.  Other  than  the  filing  of the  Purchase
     Agreement  with the Indiana  Utility  Regulatory  Commission,  no approval,
     authorization  or other  action  by,  or  filings  with,  any  Governmental
     Authority  (including,  without  limitation,  any approval,  authorization,
     consent,  license,  or exemption  of, or filing with,  any federal or state
     utility authority,  or other regulatory  authority having  jurisdiction) or
     other Person is required in  connection  with the  execution,  delivery and
     performance by the Seller or the Originator of any Transaction  Document or
     any transaction contemplated thereby.

          (d) Binding Effect.  Each Transaction  Document to which the Seller or
     the  Originator  is a  party  constitutes  the  legal,  valid  and  binding
     obligation  of such Person  enforceable  against that Person in  accordance
     with its terms  except  as  limited  by  bankruptcy,  insolvency,  or other
     similar  laws  of  general   application   relating  to  or  affecting  the
     enforcement  of  creditors'   rights   generally  and  subject  to  general
     principles of equity.

          (e) Perfection of Ownership Interest.  Immediately  preceding its sale
     of  Receivables  to the  Seller,  the  Originator  was the  owner  of,  and
     effectively  sold,  such  Receivables to the Seller,  free and clear of any
     Adverse Claim.  The Seller owns the  Receivables  free of any Adverse Claim
     other than the interests of the Purchasers (through the Agent) therein that
     are  created  hereby,  and each  Purchaser  shall at all times have a valid
     undivided  percentage  ownership interest,  which shall be a first priority
     perfected  security  interest for  purposes of Article 9 of the  applicable
     Uniform  Commercial  Code, in the Receivables and Collections to the extent
     of its Purchase Interest then in effect.

          (f) Accuracy of Information.  All information furnished by the Seller,
     the  Originator  or any Affiliate of either such Person to the Agent or any
     Purchaser in connection with any Transaction  Document,  or any transaction
     contemplated thereby, is true and accurate in all material respects (and is
     not  incomplete  by omitting  any  information  necessary  to prevent  such
     information from being materially misleading).

          (g)  No  Actions,   Suits.  There  are  no  actions,  suits  or  other
     proceedings  (including  matters  relating to  environmental  liability and
     utility  or other  regulatory  matters)  pending or  threatened  against or
     affecting the Seller,  the  Originator or any  Subsidiary,  or any of their
     respective properties, that (i) if adversely determined (individually or in
     the  aggregate),  may  reasonably  be expected  to have a material  adverse
     effect on the  financial  condition of the Seller,  the  Originator  or any
     Subsidiary or on the  collectibility of the Receivables or (ii) involve any
     Transaction Document or any transaction  contemplated  thereby. None of the
     Seller,  the Originator or any Subsidiary is in default of any  contractual
     obligation  or in  violation  of  any  order,  rule  or  regulation  of any
     Governmental  Authority,  which  default or  violation  may have a material
     adverse  effect  upon  (i)  the  financial  condition  of the  Seller,  the
     Originator and the Subsidiaries taken as a whole or (ii) the collectibility
     of the Receivables.

          (h) No Material  Adverse Change.  Since September 30, 1996,  there has
     been no material adverse change in the collectibility of the Receivables or
     the Seller's, the Originator's or any Subsidiary's (i) financial condition,
     business,   operations   or  prospects  or  (ii)  ability  to  perform  its
     obligations under any Transaction Document.

          (i)  Credit  and  Collection  Policy.  Each  of  the  Seller  and  the
     Originator  has  complied  in all  material  respects  with the  Credit and
     Collection Policy in regard to each Receivable.

          (j) Accuracy of Exhibits;  Lock-Box  Arrangements;  All information on
     Exhibits  E and F  (listing  offices  and  names  of  the  Seller  and  the
     Originator and where they maintain  Records and all the Subsidiaries of the
     Originator) is true and complete,  subject to any changes permitted by, and
     notified to the Agent in accordance with, Article V. At all times after any
     Lock-Box is established pursuant to Section 5.1(i) following the occurrence
     of a Lock-Box Event, the Seller shall have delivered a copy of all Lock-Box
     Agreements  to the  Agent.  At no time after the  occurrence  of a Lock-Box
     Event  shall the Seller  grant or permit to exist any  interest of a Person
     other than Seller and Agent in any Lock-Box or Lock-Box  Account and,  upon
     delivery to a Lock-Box Bank of the related Lock-Box Letter,  the Agent will
     have  exclusive  ownership  and  control  of the  Lock-Box  Account at such
     Lock-Box Bank. (k) Sales by the Originator.  Each sale by the Originator to
     the Seller of an interest in  Receivables  and their  Collections  has been
     made in accordance with the terms of the Purchase Agreement,  including the
     payment by the Seller to the Originator of the purchase price  described in
     the  Purchase  Agreement.  Each  such  sale has been  made for  "reasonably
     equivalent  value" (as such term is used in Section  548 of the  Bankruptcy
     Code) and not for or on account of "antecedent  debt" (as such term is used
     in  Section  547 of the  Bankruptcy  Code)  owed by the  Originator  to the
     Seller.


                                    ARTICLE V
                                   COVENANTS

     Section  5.1.  Covenants of the Seller.  The Seller  hereby  covenants  and
agrees to comply with the following  covenants and agreements,  unless the Agent
(with the consent of the Instructing Group) shall otherwise consent:

     (a) Financial Reporting. The Seller will, and will cause the Originator and
each Subsidiary to, maintain a system of accounting established and administered
in accordance with GAAP and will furnish to the Agent and each Purchaser:

          (i) Annual  Financial  Statements.  Within 120 days after each  fiscal
     year  of  the  Originator  copies  of  (A)  its  annual  audited  financial
     statements (including a consolidated balance sheet,  consolidated statement
     of income and retained  earnings and statement of cash flows,  with related
     footnotes)   certified  by   independent   certified   public   accountants
     satisfactory to the Agent (which  accountants  shall have  acknowledged the
     reliance  of the  Agent  and the  Purchasers  on the  financial  statements
     audited  by such  accountants)  and  prepared  on a  consolidated  basis in
     conformity  with GAAP,  and (B) for the Seller its annual balance sheet and
     annual  profit  and loss  statement  certified  by a  Designated  Financial
     Officer  thereof,  in  each  case  prepared  on  a  consolidated  basis  in
     conformity  with GAAP as of the close of such fiscal year for the year then
     ended;

          (ii) Quarterly Financial Statements. Within 45 days after each (except
     the last) fiscal quarter of each fiscal year of the  Originator,  copies of
     (A) its unaudited financial  statements  (including at least a consolidated
     balance  sheet as of the close of such quarter and  statements  of earnings
     and sources and  applications of funds for the period from the beginning of
     the fiscal year to the close of such  quarter)  certified  by a  Designated
     Financial  Officer and prepared in a manner  consistent  with the financial
     statements  described in part (A) of clause (i) of this Section  5.1(a) and
     (B) for the  Seller  its  quarterly  balance  sheet  and  profit  and  loss
     statement  for the period  from the  beginning  of such  fiscal year to the
     close of such  quarter,  in each case  certified by a Designated  Financial
     Officer thereof and prepared in a manner consistent with part (B) of clause
     (i) of Section 5.1(a);

          (iii)  Officer's  Certificate.  Each  time  financial  statements  are
     furnished  pursuant to clause (i) or (ii) of Section  5.1(a),  a compliance
     certificate (in substantially the form of Exhibit G) signed by a Designated
     Financial  Officer,  dated  the  date of  such  financial  statements,  and
     containing a computation of each of the financial  ratios and  restrictions
     contained herein and in the Indemnity Agreement;

          (iv) Public Reports.  Promptly upon becoming available, a copy of each
     report  or proxy  statement  filed by the  Originator  with the  Securities
     Exchange Commission or any securities exchange; and

          (v)  Other  Information.   With  reasonable  promptness,   such  other
     information  (including  non-financial  information) as may be requested by
     the Agent or any Purchaser (with a copy of such request to the Agent).

     (b) Notices.  Immediately  upon becoming  aware of any of the following the
Seller will notify the Agent and provide a description of:

          (i)  Potential  Termination  Events.  The  occurrence of any Potential
     Termination Event;

          (ii) Representations and Warranties. The failure of any representation
     or warranty herein to be true (when made or at any time  thereafter) in any
     material respect;

          (iii)  Downgrading.  The downgrading,  withdrawal or suspension of any
     rating by any  rating  agency of any  indebtedness  of any  Obligor  with a
     Special Limit or of the Originator;

          (iv)  Litigation;  Proceedings The institution of any material action,
     suit,  or  proceeding   before  any  court  or   governmental   department,
     commission, board, bureau, agency or instrumentality,  domestic or foreign,
     affecting the Originator,  any Subsidiary or the  collectibility or quality
     of the Receivables;

          (v) Adverse  Changes.  Any material  adverse change in the Seller's or
     Originator's or any Subsidiary's condition,  financial or otherwise, and an
     explanation  thereof  and of the  actions  the  Seller  or  Originator,  as
     applicable, proposes to take with respect thereto;

          (vi)  Changes in Business.  Any change in, or proposed  change in, the
     character of the Seller's or the  Originator's  business  that could impair
     the collectibility or quality of any Receivable; or

          (vii) Official Notices. Any and all notices, correspondence, warnings,
     guidance or other written materials  specifically directed at the Seller or
     Originator or any Subsidiary  which have a material  impact on the Seller's
     or Originator's  ability to carry out its businesses as presently conducted
     and which include, but shall not be limited to, any directives,  compliance
     requirements  or enforcement  requirements  received from any  Governmental
     Authority in  connection  with the property  owned or leased by Borrower or
     any  Subsidiary,  the  substances  contained  therein,  or the equipment or
     operations of the Seller,  the  Originator or any  Subsidiary in connection
     therewith.

If the Agent  receives  such a notice,  the Agent  shall  promptly  give  notice
thereof to each  Purchaser  and,  until  Windmill  has no  Investment  after the
Windmill Termination Date, to each CP Dealer and each Rating Agency.

     (c)  Conduct of  Business.  The  Seller  will  perform,  and will cause the
Originator and each Subsidiary to perform,  all actions necessary to remain duly
incorporated,  validly  existing  and in good  standing in its  jurisdiction  of
incorporation and to maintain all requisite authority to conduct its business in
each jurisdiction in which it conducts business.

     (d)  Compliance  with Laws.  The  Seller  will  comply,  and will cause the
Originator and each Subsidiary to comply, with all laws, regulations,  judgments
and other  directions or orders imposed by any  Governmental  Authority to which
such Person or any Receivable or Collection may be subject, except, for purposes
of determining whether a Potential Termination Event exists but not for purposes
of  determining  the Seller's  obligations  under Section 1.5(b) to remit Deemed
Collections for each affected  Receivable,  to the extent such failure to comply
would not have a material adverse effect on the  collectibility  of any material
amount  of  Receivables  and  would not have a  material  adverse  effect on the
Seller,  the Originator or any material portion of the properties of either such
Person.

     (e)  Furnishing  Information  and  Inspection  of Records.  The Seller will
furnish  to the  Agent  and  the  Purchasers  such  information  concerning  the
Receivables  as the Agent or a Purchaser may request.  The Seller will, and will
cause the Originator to, permit,  at any time during regular business hours, the
Agent or any Purchaser (or any representatives  thereof) (i) to examine and make
copies of all Records, (ii) to visit the offices and properties of the Seller or
Originator for the purpose of examining the Records and (iii) to discuss matters
relating  hereto  with  any  of  the  Seller's  or  the  Originator's  officers,
directors,  employees or independent public accountants having knowledge of such
matters.  Once a year,  the Agent may (at the  expense  of the  Seller)  have an
independent  public accounting firm conduct an audit of the Records or make test
verifications of the Receivables and Collections.

     (f) Keeping Records. (i) The Seller will, and will cause the Originator to,
have and maintain (A)  administrative  and  operating  procedures  (including an
ability  to  recreate   Records  if  originals  are  destroyed),   (B)  adequate
facilities,  personnel and  equipment and (C) all Records and other  information
necessary  or  advisable  for  collecting  the  Receivables  (including  Records
adequate to permit the immediate  identification  of each new Receivable and all
Collections of, and adjustments to, each existing  Receivable).  The Seller will
give the Agent prior notice of any material  change in such  administrative  and
operating procedures.

          (ii) The Seller will, (A) at all times from and after the date hereof,
     clearly and  conspicuously  mark its  computer  and master data  processing
     books and records with a legend describing the Agent's and the  Purchasers'
     interest  therein  and (B) upon the  request  of the  Agent,  so mark  each
     contract  relating  to a  Receivable  and  deliver  to the  Agent  all such
     contracts  (including all multiple  originals of such contracts),  with any
     appropriate  endorsement  or  assignment,  or  segregate  (from  all  other
     receivables then owned or being serviced by the Seller) the Receivables and
     all contracts relating to each Receivable and hold in trust and safely keep
     such  contracts so legended in separate  filing  cabinets or other suitable
     containers at such locations as the Agent may specify.

     (g)  Perfection.  (i) The Seller will, and will cause the Originator to, at
its expense, promptly execute and deliver all instruments and documents and take
all action  necessary or requested by the Agent  (including  the  execution  and
filing  of  financing  or  continuation   statements,   amendments   thereto  or
assignments  thereof) to enable the Agent to exercise and enforce all its rights
hereunder and to vest and maintain  vested in the Agent a valid,  first priority
perfected  security interest in the Receivables,  the Collections,  the Purchase
Agreement,  and  proceeds  thereof  free and clear of any  Adverse  Claim (and a
perfected ownership interest in the Receivables and Collections to the extent of
the  Sold  Interest).  The  Agent  will  be  permitted  to  sign  and  file  any
continuation statements,  amendments thereto and assignments thereof without the
Seller's signature.

               (ii) The Seller  will,  and will cause the  Originator  to,  only
          change its name, identity or corporate structure or relocate its chief
          executive  office or the Records  following  at least thirty (30) days
          advance  notice  to the  Agent  and the  delivery  to the Agent of all
          financing  statements,  instruments  and  other  documents  (including
          direction letters) requested by the Agent.

               (iii)  The  Seller  and the  Originator  will  each at all  times
          maintain its chief executive  offices within a jurisdiction in the USA
          (other than in the states of Florida, Maryland and Tennessee) in which
          Article 9 of the UCC is in  effect.  If the  Seller or the  Originator
          moves its chief  executive  office to a location  that imposes  Taxes,
          fees or other  charges  to perfect  the  Agent's  and the  Purchasers'
          interests  hereunder  or the  Seller's  interests  under the  Purchase
          Agreement, the Seller will pay all such amounts and any other costs or
          expenses  incurred  in order to  maintain  the  enforceability  of the
          Transaction  Documents,  the Sold  Interest  and the  interests of the
          Agent and the  Purchasers in the  Receivables,  the  Collections,  the
          Purchase Agreement, and proceeds thereof.

     (h)  Performance  of Duties.  The Seller will  perform,  and will cause the
Originator,  each  Subsidiary  and the  Collection  Agent (if an  Affiliate)  to
perform,  its respective duties or obligations in accordance with the provisions
of each of the Transaction Documents. The Seller (at its expense) will, and will
cause the Originator  to, (i) fully and timely perform in all material  respects
all agreements required to be observed by it in connection with each Receivable,
(ii) comply in all material respects with the Credit and Collection  Policy, and
(iii)  refrain  from any  action  that may impair the rights of the Agent or the
Purchasers in the Receivables,  any Collections,  the Purchase  Agreement or any
proceeds thereof

     (i)  Payments  on  Receivables;  Maintenance  of  Lock-Box  Accounts  After
Lock-Box Event.  Within 45 days following the occurrence of a Lock-Box Event and
the Agent notifying the Seller that it directs the Seller to establish  Lock-Box
Accounts,  the Seller will establish and maintain one or more Lock-Box  Accounts
with one or more Lock-Box Banks. Thereafter, the Seller will, and will cause the
Originator  to, at all times  instruct all  Obligors to deliver  payments on the
Receivables to a Lock-Box  Account.  At all times that any Lock-Box Accounts are
established,  if any such  payments  on  Receivables  or other  Collections  are
received by the Seller or the  Originator,  it shall hold such payments in trust
for the benefit of the Agent and the  Purchasers  and promptly (but in any event
within  two  Business  Days  after  receipt)  remit  such  funds into a Lock-Box
Account.  The Seller will cause each  Lock-Box  Bank to comply with the terms of
each  applicable  Lock-Box  Letter.  The Seller will not permit the funds of any
Affiliate or other  Person  (except  Seller) to be  deposited  into any Lock-Box
Account. If such funds are nevertheless deposited into any Lock-Box Account, the
Seller  will  promptly  identify  such  funds  for  segregation.  Within 45 days
following the occurrence of a Lock-Box Event and the Agent  notifying the Seller
that it directs the Seller to  establish  Lock-Box  Accounts,  the Seller  shall
identify to the Agent in writing the name of each  Lock-Box  Bank and the number
or other  identifying  information  for each Lock-Box and Lock-Box  Account.  In
addition,  within such time period the Seller shall deliver to the Agent a fully
executed  Lock-Box  Letter from each Lock-Box  Bank and any other  documentation
appropriate to perfect a security interest in such Lock-Box Account.  The Seller
shall only add, and shall only permit the  Originator  to add, a Lock-Box  Bank,
Lock-Box,  or Lock-Box Account to those initially identified to the Agent if the
Agent has received notice of such addition and a fully executed  Lock-Box Letter
from such new Lock-Box Bank and any other documentation appropriate to perfect a
security  interest in such Lock-Box  Account.  The Seller shall only terminate a
Lock-Box  Bank or Lock-Box,  or close a Lock-Box  Account,  upon 30 days advance
notice to the Agent.  The Agent may  require  the Seller to  establish  Lock-Box
Accounts  pursuant  to this  Section  5.1(i)  at any time a  Lock-Box  Event has
occurred and is continuing. No delay in imposing such requirement shall limit or
otherwise  affect the Agent's right to require  Lock-Box  Accounts at any time a
Lock-Box Event exists and is continuing.

     (j) Payments on  Receivables  at all Times.  Regardless  whether a Lock-Box
Event has occurred or any Lock-Box  Account exists,  the Seller shall not permit
any  Collections  to be commingled  with funds of any other Person except to the
extent (i) such funds of the Seller are commingled  with funds of the Originator
or another  Affiliate  of  Seller,  (ii) the  Originator  or such  Affiliate  is
prohibited from using any Collections or other funds of the Seller,  (iii) there
is clear  identification  of the funds of the  Seller and (iv) there is a formal
settlement  procedure for the prompt  remittance of funds to the Seller or, if a
Lock-Box  Account has been  established,  to a Lock-Box  Account.  Following the
occurrence  of a Lock-Box  Event,  the Seller  shall not permit the funds of any
other Person to become  commingled with  Collections or other funds to which the
Agent or any Purchaser is entitled.

     (k) Sales and Adverse Claims Relating to Receivables.  The Seller will not,
and will not  permit  the  Originator  to, (by  operation  of law or  otherwise)
dispose of or otherwise transfer, or create or suffer to exist any Adverse Claim
upon, any Receivables, Collections, or the Purchase Agreement.

     (l) Extension or Amendment of Receivables. Except as otherwise permitted in
Section  3.2(b) and then  subject to Section  1.5, the Seller will not, and will
not permit the Originator to,  extend,  amend,  rescind or cancel any Receivable
without the consent of the Agent,  which  consent the Agent shall  provide if so
directed by the Instructing Group.

     (m) Change in Business  or Credit and  Collection  Policy.  The Seller will
not,  and will not permit the  Originator  to, make any  material  change in the
character of its  business or in its Credit and  Collection  Policy  without the
consent of the Agent,  which  consent the Agent shall  provide if so directed by
the Instructing Group.

     (n) Accounting for Sale. Except as provided in Section 9.9, the Seller will
not, and will not permit the Originator to, account for, or otherwise treat, the
transactions  contemplated  hereby  other  than  as a  sale  of  Receivables  or
inconsistent  with  the  Agent's  ownership  interest  in  the  Receivables  and
Collections.

                                   ARTICLE VI
                                INDEMNIFICATION

     Section 6.1.  Indemnities by the Seller.  Without limiting any other rights
any such Person may have  hereunder or under  applicable  law, the Seller hereby
indemnifies  and  holds  harmless,  on an  after-Tax  basis,  the Agent and each
Purchaser and their respective officers,  directors,  agents and employees (each
an "Indemnified  Party") from and against any and all damages,  losses,  claims,
liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and
court costs) (all of the foregoing  collectively,  the "Indemnified  Losses") at
any time  imposed on or  incurred  by any  Indemnified  Party  arising out of or
otherwise relating to any Transaction  Document,  the transactions  contemplated
thereby or the  acquisition of any portion of the Sold  Interest,  or any action
taken or  omitted by any of the  Indemnified  Parties  in  connection  therewith
(including  any  action  taken by the Agent as  attorney-in-fact  for the Seller
pursuant to Section 3.5(b)), excluding only Indemnified Losses to the extent (a)
a final  judgment of a court of competent  jurisdiction  holds such  Indemnified
Losses  resulted  solely  from gross  negligence  or willful  misconduct  of the
Indemnified Party seeking indemnification,  (b) solely due to the credit risk of
the Obligor and for which  reimbursement would constitute recourse to the Seller
or the Collection  Agent for  uncollectible  Receivables or (c) such Indemnified
Losses  include Taxes on, or measured by, the overall net income of the Agent or
any  Purchaser  computed in accordance  with the Intended Tax  Characterization;
provided,  however,  that  nothing  contained in this  sentence  shall limit the
liability  of the Seller or the  Collection  Agent or limit the  recourse of the
Agent and each Purchaser to the Seller or the  Collection  Agent for any amounts
otherwise specifically provided to be paid by the Seller or the Collection Agent
hereunder.  Without  limiting the  foregoing  indemnification,  the Seller shall
indemnify each Indemnified  Party for Indemnified  Losses  (including  losses in
respect of  uncollectible  Receivables,  regardless for these  specific  matters
whether  reimbursement  therefor would constitute  recourse to the Seller or the
Collection  Agent, but otherwise subject to the limitations in clauses (a) - (c)
of the preceding sentence) relating to or resulting from:

          (i) any  representation or warranty made by the Seller, the Originator
     or the  Collection  Agent  (or any  employee  or agent of the  Seller,  the
     Originator  or the  Collection  Agent)  under or in  connection  with  this
     Agreement, any Periodic Report or any other information or report delivered
     by the Seller,  the  Originator or the  Collection  Agent  pursuant  hereto
     having been false or incorrect in any material  respect when made or deemed
     made;

          (ii) the  failure by the Seller,  the  Originator,  or the  Collection
     Agent to comply with any applicable law, rule or regulation  related to any
     Receivable, or the nonconformity of any Receivable with any such applicable
     law, rule or regulation;

          (iii) the  failure  of the Seller to vest and  maintain  vested in the
     Agent, for the benefit of the Purchasers, a perfected ownership or security
     interest in the Sold Interest and the property conveyed pursuant to Section
     1.1(e) and Section 1.8, free and clear of any Adverse Claim;

          (iv) any  commingling  of funds to which the Agent or any Purchaser is
     entitled hereunder with any other funds;

          (v) any  failure  of a Lock-Box  Bank to comply  with the terms of the
     applicable Lock-Box Letter;

          (vi) any dispute,  claim,  offset or defense  (other than discharge in
     bankruptcy of the Obligor) of the Obligor to the payment of any Receivable,
     or any  other  claim  resulting  from  the  sale or  lease  of goods or the
     rendering  of services  related to such  Receivable  or the  furnishing  or
     failure to furnish  any such goods or services  or other  similar  claim or
     defense  not arising  from the  financial  inability  of any Obligor to pay
     undisputed indebtedness;

          (vii) any failure of the Seller,  the Originator,  or any Affiliate of
     either thereof, to perform its duties or obligations in accordance with the
     provisions  of this  Agreement or any other  Transaction  Document to which
     such Person is a party (as a Collection Agent or otherwise);

          (viii)  any  action  taken by the  Agent as  attorney-in-fact  for the
     Seller pursuant to Section 3.5(b); or

          (ix) any environmental  liability claim,  products  liability claim or
     personal  injury or property  damage suit or other similar or related claim
     or  action  of  whatever  sort  arising  out of or in  connection  with any
     Receivable or any other suit,  claim or action of whatever sort relating to
     any of the Transaction Documents.

     Section  6.2.Increased  Cost and Reduced Return. By  way of  clarification,
and not of limitation,  of Section 6.1, if the adoption of any  applicable  law,
rule or regulation,  or any change therein,  or any change in the interpretation
or  administration  thereof  by any  Governmental  Authority  charged  with  the
interpretation or administration  thereof, or compliance by any Windmill Funding
Source,  the Agent or any Purchaser  (collectively,  the "Funding Parties") with
any  request or  directive  (whether or not having the force of law) of any such
Governmental Authority (a "Regulatory Change") (a) subjects any Funding Party to
any charge or withholding on or in connection  with a Funding  Agreement or this
Agreement (collectively, the "Funding Documents") or any Receivable, (b) changes
the basis of taxation  of payments to any of the Funding  Parties of any amounts
payable  under any of the Funding  Documents  (except for changes in the rate of
Tax on the overall net income of such Funding Party),  (c) imposes,  modifies or
deems applicable any reserve,  assessment,  insurance charge, special deposit or
similar  requirement  against assets of, deposits with or for the account of, or
any  credit  extended  by,  any of the  Funding  Parties,  (d) has the effect of
reducing  the rate of return on such  Funding  Party's  capital to a level below
that which such Funding Party could have achieved but for such adoption,  change
or  compliance   (taking  into   consideration  such  Funding  Party's  policies
concerning capital adequacy) or (e) imposes any other condition,  and the result
of any of the foregoing is (x) to impose a cost on, or increase the cost to, any
Funding Party of its  commitment  under any Funding  Document or of  purchasing,
maintaining or funding any interest acquired under any Funding Document,  (y) to
reduce the amount of any sum received or receivable by, or to reduce the rate of
return of, any Funding  Party  under any Funding  Document or (z) to require any
payment  calculated  by  reference  to the amount of  interests  held or amounts
received by it hereunder,  then, upon demand by the Agent,  the Seller shall pay
to the Agent for the  account  of the  Person  such  additional  amounts as will
compensate the Agent or such Purchaser (or, in the case of Windmill, will enable
Windmill to compensate any Windmill  Funding  Source) for such increased cost or
reduction.  Without limiting the foregoing,  the Seller  acknowledges and agrees
that the fees and other amounts  payable by the Seller to the Purchasers and the
Agent  have  been  negotiated  on the  basis  that the  unused  portion  of each
Liquidity  Provider's  Commitment  is treated as a "short term  commitment"  for
which there is no regulatory capital  requirement and the Enhancer's  Commitment
carries the same capital requirement as a funded loan in the same amount. If any
Liquidity  Provider  determines it is required to maintain  capital  against its
Unused  Commitment,  or if the  Enhancer is required to maintain  capital on its
Unused  Commitment (or any Purchaser is required to maintain capital against its
Investment)  in excess of the amount of capital it would be required to maintain
against a funded loan in the same amount,  such  Purchaser  shall be entitled to
compensation under this Section 6.2.

     Section 6.3. Other Costs and Expenses.  Also by way of  clarification,  and
not of  limitation,  of Section 6.1, the Seller shall pay to the Agent on demand
all  costs and  expenses  in  connection  with (a) the  preparation,  execution,
delivery and  administration  (including  amendments  of any  provision)  of the
Transaction Documents,  (b) the sale of the Sold Interest, (c) the perfection of
the Agent's rights in the Receivables,  the Collections,  the Purchase Agreement
and any Lock-Box Account,  (d) the enforcement by the Agent or the Purchasers of
the obligations of the Seller under the Transaction  Documents or of any Obligor
under a Receivable  and (e) the  maintenance  by the Agent of the Lock-Boxes and
Lock-Box  Accounts,  including fees, costs and expenses of legal counsel for the
Agent and  Windmill  relating to any of the  foregoing or to advising the Agent,
Windmill and any Windmill Funding Source about its rights and remedies under any
Transaction Document or any related Funding Agreement and all costs and expenses
(including  counsel fees and  expenses) of the Agent,  each  Purchaser  and each
Windmill  Funding Source in connection  with the  enforcement of the Transaction
Documents or any Funding Agreement and in connection with the  administration of
the  Transaction  Documents  following a  Termination  Event.  The Seller  shall
reimburse  the Agent and  Windmill  for the cost of the  Agent's  or  Windmill's
auditors (which may be employees of such Person) auditing the books, records and
procedures of the Seller.  The Agent and Windmill do not contemplate  conducting
such an audit more than once a year  unless  the Agent in good faith  deems more
frequent audits advisable as a result of changed circumstances. The Seller shall
reimburse  Windmill for any amounts  Windmill  must pay to any Windmill  Funding
Source pursuant to any Funding Agreement on account of any Tax. The Seller shall
reimburse  Windmill  on demand  for all other  costs and  expenses  incurred  by
Windmill  or any  shareholder  of Windmill in  connection  with the  Transaction
Documents  or the  transactions  contemplated  thereby,  including  the  cost of
auditing  Windmill's  books by  certified  public  accountants,  the cost of the
Ratings  and the  fees and  out-of-pocket  expenses  of  counsel  of the  Agent,
Windmill or any shareholder,  or administrator,  of Windmill for advice relating
to Windmill's  operation to the extent related to the  Transaction  Documents or
the transactions contemplated thereby.

     Section  6.4.  Withholding  Taxes.  (a) All  payments  made  by the  Seller
hereunder shall be made without  withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient). If any such
withholding  is so  required,  the Seller  shall make the  withholding,  pay the
amount withheld to the appropriate  authority before penalties attach thereto or
interest  accrues thereon and pay such additional  amount as may be necessary to
ensure that the net amount  actually  received by each  Purchaser  and the Agent
free and clear of such taxes (including such taxes on such additional amount) is
equal to the amount that  Purchaser or the Agent (as the case may be) would have
received had such  withholding not been made. If the Agent or any Purchaser pays
any such taxes,  penalties or interest the Seller shall  reimburse  the Agent or
such  Purchaser  for that payment on demand.  If the Seller pays any such taxes,
penalties or interest,  it shall deliver  official tax receipts  evidencing that
payment or certified  copies  thereof to the Purchaser or Agent on whose account
such  withholding was made (with a copy to the Agent if not the recipient of the
original) on or before the thirtieth day after payment.

     (b) Before the first date on which any amount is payable  hereunder for the
account  of any  Purchaser  not  incorporated  under  the  laws of the USA  such
Purchaser  shall deliver to the Seller and the Agent each two (2) duly completed
copies of United States Internal Revenue Service Form 1001 or 4224 (or successor
applicable  form) certifying that such Purchaser is entitled to receive payments
hereunder  without  deduction or withholding of any United States federal income
taxes.  Each such Purchaser shall replace or update such forms when necessary to
maintain any applicable exemption and as requested by the Agent or the Seller.

     Section 6.5.  Payments and  Allocations.  If any Person seeks  compensation
pursuant to this  Article VI,  such Person  shall  deliver to the Seller and the
Agent a certificate  setting forth the amount due to such Person,  a description
of the  circumstance  giving rise thereto and the basis of the  calculations  of
such amount,  which  certificate  shall be conclusive absent manifest error. The
Seller  shall pay to the Agent (for the account of such Person) the amount shown
as due on any such  certificate  within 10  Business  Days after  receipt of the
notice.

                                   ARTICLE VII
                              CONDITIONS PRECEDENT

     Section 7.1.  Conditions to Closing.  This Agreement shall become effective
on the first date all conditions in this Section 7.1 are satisfied. On or before
such date, the Seller (or, in the case of Section 7.1 (e)(ii),  the Enhancer and
the  applicable  Liquidity  Providers)  shall deliver to the Agent the following
documents in form, substance and quantity acceptable to the Agent:

          (a) A Certificate  of the Secretary of the Seller and of the Secretary
     of the  Originator  each  certifying  (i) the  resolutions of such Person's
     board of directors  approving  each  Transaction  Document to which it is a
     party, (ii) the name, signature, and authority of each officer who executes
     on such Person's  behalf a Transaction  Document (on which  certificate the
     Agent and each Purchaser may conclusively rely until a revised  certificate
     is received),  (iii) such Person's certificate or articles of incorporation
     certified by the Secretary of State of its state of  incorporation,  (iv) a
     copy of such Person's by-laws and (v) good standing  certificates issued by
     the  Secretaries  of State  of each  jurisdiction  where  such  Person  has
     material operations.

          (b) All instruments and other documents required,  or deemed desirable
     by the  Agent,  to perfect  the  Agent's  first  priority  interest  in the
     Receivables and Collections,  and the Purchase Agreement in all appropriate
     jurisdictions.

          (c) UCC search reports from all jurisdictions the Agent requests.

          (d) Executed copies of (i) all consents and  authorizations  necessary
     in connection with the Transaction Documents, (ii) a compliance certificate
     in the form of Exhibit H covering  the period  ending  November  30,  1996,
     (iii) a Periodic  Report  covering the month ended  November 30, 1996,  and
     (iv) each Transaction Document.

          (e) Favorable opinions of counsel to the Seller and Originator's (and,
     if requested by Windmill,  the Enhancer or any Liquidity  Provider and then
     at the  expense of the  Seller)  covering  such  matters as Windmill or the
     Agent may request.

          (f) Such  other  approvals,  opinions  or  documents  as the  Agent or
     Windmill may request.

     Section 7.2. Conditions to Each Purchase.  The obligation of each Committed
Purchaser to make any Purchase, and the right of the Seller to request or accept
any Purchase,  are subject to the  conditions  (and each Purchase shall evidence
the Seller's  representation  and warranty that clauses  (a)-(e) of this Section
7.2 have been  satisfied)  that on the date of such  Purchase  before  and after
giving effect to the Purchase:

          (a) no Potential  Termination Event shall then exist or shall occur as
     a result of the Purchase;

          (b) the Liquidity Termination Date has not occurred;

          (c) after  giving  effect to the  application  of the proceeds of such
     Purchase, (x) the outstanding Matured Aggregate Investment would not exceed
     the Aggregate Commitment and (y) the outstanding Aggregate Investment would
     not exceed the Purchase Limit;

          (d) the  representations  and  warranties  in Section 4.1 are true and
     correct  in all  material  respects  on and as of such date  (except to the
     extent such representations and warranties relate solely to an earlier date
     and then as of such earlier date);

          (e) each of the Seller and the Originator is in full  compliance  with
     the  Transaction  Documents  (including  all  covenants  and  agreements in
     Article V); and

          (f) all legal matters related to the Purchase are  satisfactory to the
     Purchasers.

Nothing in this Section 7.2 limits the obligations  (including  those in Section
2.1) of each Committed Purchaser to Windmill.

                                  ARTICLE VIII
                                   THE AGENT

     Section  8.1.   Appointment  and   Authorization.   Each  Purchaser  hereby
irrevocably  designates and appoints ABN AMRO Bank N.V. as the "Agent" hereunder
and authorizes the Agent to take such actions and to exercise such powers as are
delegated  to the  Agent  hereby  and  to  exercise  such  other  powers  as are
reasonably  incidental  thereto.  The Agent  shall  hold,  in its name,  for the
benefit of each  Purchaser,  the Purchase  Interest of the Purchaser,  The Agent
shall not have any duties  other than those  expressly  set forth  herein or any
fiduciary  relationship  with  any  Purchaser,  and no  implied  obligations  or
liabilities shall be read into this Agreement,  or otherwise exist,  against the
Agent.  The Agent does not assume,  nor shall it be deemed to have assumed,  any
obligation   to,  or   relationship   of  trust  or  agency  with,  the  Seller.
Notwithstanding  any  provision  of  this  Agreement  or any  other  Transaction
Document,  in no event shall the Agent ever be required to take any action which
exposes the Agent to personal liability or which is contrary to the provision of
any Transaction Document or applicable law.

     Section 8.2.  Delegation of Duties. The Agent may execute any of its duties
through agents or  attorneys-in-fact  and shall be entitled to advice of counsel
concerning  all  matters  pertaining  to such  duties.  The  Agent  shall not be
responsible for the negligence or misconduct of any agents or  attorneys-in-fact
selected by it with reasonable care.

     Section  8.3.  Exculpatory  Provisions.  Neither  the  Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted (i) with the consent or at the  direction  of the  Instructing  Group or
(ii) in the absence of such Persons gross negligence or willful misconduct.  The
Agent  shall  not be  responsible  to any  Purchaser  or  other  Person  for any
recitals,  representations,  warranties or other  statements made by the Seller,
the  Originator  or  any  of  their  Affiliates,   (ii)  the  value,   validity,
effectiveness,  genuineness,  enforceability  or sufficiency of any  Transaction
Document,  (iii) any  failure  of the  Seller,  the  Originator  or any of their
Affiliates to perform any obligation or (iv) the  satisfaction  of any condition
specified  in  Article  VII.  The  Agent  shall not have any  obligation  to any
Purchaser to ascertain or inquire  about the  observance or  performance  of any
agreement  contained in any  Transaction  Document or to inspect the properties,
books or records of the Seller, the Originator or any of their Affiliates.

     Section 8.4. Reliance by Agent. The Agent shall in all cases be entitled to
rely, and shall be fully protected in relying, upon any document,  other writing
or  conversation  believed  by it to be  genuine  and  correct  and to have been
signed,  sent or made by the proper  Person and upon  advice and  statements  of
legal counsel  (including  counsel to the Seller),  independent  accountants and
other  experts  selected  by the Agent.  The  Agent  shall in all cases be fully
justified  in  failing or  refusing  to take any  action  under any  Transaction
Document  unless  it shall  first  receive  such  advice or  concurrence  of the
Purchasers, and assurance of its indemnification, as it deems appropriate.

     Section 8.5. Assumed Payments.  Unless the Agent shall have received notice
from the applicable  Purchaser  before the date of any Put or of any Incremental
Purchase that such  Purchaser will not make available to the Agent the amount it
is scheduled to remit as part of such Put or Incremental Purchase, the Agent may
assume such  Purchaser has made such amount  available to the Agent when due (an
"Assumed  Payment")  and, in reliance upon such  assumption,  the Agent may (but
shall have no  obligation  to) make  available  such  amount to the  appropriate
Person.  If and to the extent that any Purchaser shall not have made its Assumed
Payment  available to the Agent,  such  Purchaser (and the Seller in the case of
any  Incremental  Purchase)  hereby agrees to pay the Agent  forthwith on demand
such unpaid  portion of such Assumed  Payment up to the amount of funds actually
paid by the Agent,  together with interest thereon for each day from the date of
such payment by the Agent until the date the  requisite  amount is repaid to the
Agent, at a rate per annum equal to the Federal Funds Rate plus 2%.

     Section 8.6. Notice of Termination Events. The Agent shall not be deemed to
have  knowledge or notice of the occurrence of any Potential  Termination  Event
unless the Agent has received  notice from any  Purchaser or the Seller  stating
that a Potential  Termination  Event has occurred  hereunder and describing such
Potential  Termination  Event.  The Agent  shall take such action  concerning  a
Potential  Termination Event as may be directed by the Instructing Group (or, if
required for such action,  all of the Purchasers),  but until the Agent receives
such directions, the Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, as the Agent deems advisable and in the best
interests of the Purchasers.

     Section 8.7.  Non-Reliance  on Agent and Other  Purchasers.  Each Purchaser
expressly  acknowledges  that  neither  the  Agent  nor  any  of  its  officers,
directors,  employees,  agents,  attorneys-in-fact  or  Affiliates  has made any
representations  or  warranties  to it and  that no act by the  Agent  hereafter
taken,  including  any review of the  affairs  of the Seller or the  Originator,
shall be deemed to constitute any  representation or warranty by the Agent. Each
Purchaser  represents and warrants to the Agent that,  independently and without
reliance upon the Agent or any other  Purchaser and based on such  documents and
information as it has deemed appropriate,  it has made and will continue to make
its own appraisal of and investigation into the business, operations,  property,
prospects,  financial and other conditions and  creditworthiness  of the Seller,
the  Originator,  and the  Receivables  and its own  decision to enter into this
Agreement and to take, or omit, action under any Transaction Document. The Agent
shall  deliver  each  month  to any  Purchaser  that so  requests  a copy of the
Periodic Report(s)  received covering the preceding  calendar month.  Except for
items specifically required to be delivered hereunder,  the Agent shall not have
any duty or  responsibility  to  provide  any  Purchaser  with  any  information
concerning the Seller, the Originator or any of their Affiliates that comes into
the  possession  of the  Agent  or any of its  officers,  directors,  employees,
agents, attorneys-in-fact or Affiliates.

     Section 8.8. Agent and Affiliates.  The Agent and its Affiliates may extend
credit to, accept  deposits  from and  generally  engage in any kind of business
with the Seller,  the Originator or any of their Affiliates and, in its roles as
a Liquidity  Provider  and the  Enhancer,  ABN AMRO may exercise or refrain from
exercising  its  rights  and  powers as if it were not the  Agent.  The  parties
acknowledge that ABN AMRO acts as agent for Windmill and subagent for Windmill's
management company in various capacities, as well as providing credit facilities
and other support for Windmill not contained in the Transaction Documents.

     Section 8.9. Indemnification.  Each Committed Purchaser shall indemnify and
hold harmless the Agent and its officers, directors, employees,  representatives
and agents (to the extent not  reimbursed  by the Seller or the  Originator  and
without  limiting  the  obligation  of the Seller or the  Originator  to do so),
ratably  in  accordance  with its  Ratable  Share from and  against  any and all
liabilities,  obligations,  losses, damages, penalties, judgments,  settlements,
costs,   expenses  and  disbursements  of  any  kind  whatsoever  (including  in
connection with any investigative or threatened  proceeding,  whether or not the
Agent or such Person shall be  designated a party  thereto) that may at any time
be imposed on,  incurred  by or  asserted  against the Agent or such Person as a
result  of,  or  related  to,  any  of  the  transactions  contemplated  by  the
Transaction  Documents  or  the  execution,   delivery  or  performance  of  the
Transaction  Documents or any other document  furnished in connection  therewith
(but excluding any such liabilities,  obligations,  losses, damages,  penalties,
judgments,  settlements,  costs, expenses or disbursements resulting solely from
the gross  negligence  or  willful  misconduct  of the  Agent or such  Person as
finally determined by a court of competent jurisdiction).

     Section 8.10.  Successor  Agent. The Agent may, upon at least five (5) days
notice to the Seller and each Purchaser, resign as Agent. Such resignation shall
not become  effective  until a successor  agent is appointed  by an  Instructing
Group and has accepted such appointment. Upon such acceptance of its appointment
as Agent hereunder by a successor  Agent,  such successor Agent shall succeed to
and become vested with all the rights and duties of the retiring Agent,  and the
retiring  Agent shall be discharged  from its duties and  obligations  under the
Transaction  Documents.  After any retiring Agent's resignation  hereunder,  the
provisions  of Article VI and this Article VIII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the Agent.

                                   ARTICLE IX
                                 MISCELLANEOUS

     Section 9.1.  Termination.  Windmill  shall cease to be a party hereto when
the Windmill Termination Date has occurred, Windmill holds no Investment and all
amounts  payable  to it  hereunder  have been  indefeasibly  paid in full.  This
Agreement  shall  terminate  following  the Liquidity  Termination  Date when no
Investment is held by a Purchaser and all other amounts  payable  hereunder have
been  indefeasibly  paid in full,  but the rights and  remedies of the Agent and
each  Purchaser  concerning  any  representation,  warranty or covenant made, or
deemed to be made,  by the Seller and under  Article  VI and  Section  8.9 shall
survive such termination.

     Section 9.2.  Notices.  Unless otherwise  specified,  all notices and other
communications  hereunder shall be in writing  (including by telecopier or other
facsimile  communication),  given to the  appropriate  Person at its  address or
telecopy number set forth on the signature pages hereof or at such other address
or telecopy  number as such Person may specify,  and effective  when received at
the address specified by such Person. Each party hereto, however, authorizes the
Agent to act on telephone  notices of  Purchases,  Puts,  and Discount  Rate and
Tranche Period selections from any person the Agent in good faith believes to be
acting on behalf of the  relevant  party and,  at the  Agent's  option,  to tape
record any such  telephone  conversation.  Each party  hereto  agrees to deliver
promptly to the Agent a confirmation of each telephone  notice given or received
by such party (signed by an authorized  officer of such party),  but the absence
of such confirmation  shall not affect the validity of the telephone notice. The
Agent's  records of all such  conversations  shall be deemed correct and, if the
confirmation of a conversation  differs in any material  respect from the action
taken by the Agent, the records of the Agent shall govern absent manifest error.
The  number of days for any  advance  notice  required  hereunder  may be waived
(orally or in writing) by the Person  receiving  such notice and, in the case of
notices to the Agent,  the consent of each Person to which the Agent is required
to forward such notice.

     Section 9.3. Payments and Computations.  Notwithstanding anything herein to
the  contrary,  any  amounts  to be paid or  transferred  by the  Seller  or the
Collection  Agent to, or for the benefit of, any  Purchaser  or any other Person
shall be paid or  transferred to the Agent (for the benefit of such Purchaser or
other Person). The Agent shall promptly (and, if reasonably practicable,  on the
day it receives  such amounts)  forward each such amount to the Person  entitled
thereto  and such  Person  shall apply the amount in  accordance  herewith.  All
amounts to be paid or deposited  hereunder  shall be paid or  transferred on the
day when due in  immediately  available  Dollars (and, if due from the Seller or
Collection Agent, by 11:00 a.m. (Chicago time), with amounts received after such
time being deemed paid on the Business Day following such  receipt).  The Seller
hereby  authorizes the Agent to debit the Seller Account for  application to any
amounts owed by the Seller hereunder.  The Seller shall, to the extent permitted
by law, pay to the Agent upon demand,  for the account of the applicable Person,
interest on all amounts not paid or  transferred by the Seller or the Collection
Agent when due  hereunder at a rate equal to the Prime Rate plus 2%,  calculated
from the date any such  amount  became  due  until  the date  paid in full.  Any
payment or other  transfer of funds  scheduled to be made on a day that is not a
Business Day shall be made on the next  Business  Day, and any Discount  Rate or
interest rate accruing on such amount to be paid or  transferred  shall continue
to accrue to such next Business Day. All  computations  of interest,  fees,  and
Discount  shall be  calculated  for the actual days  elapsed  based on a 360 day
year.

     Section  9.4.  Sharing of  Recoveries.  Each  Purchaser  agrees  that if it
receives any recovery,  through  set-off,  judicial action or otherwise,  on any
amount payable or recoverable hereunder in a greater proportion than should have
been received  hereunder or otherwise  inconsistent with the provisions  hereof,
then the  recipient  of such  recovery  shall  purchase  for cash an interest in
amounts owing to the other  Purchasers  (as return of Investment or  otherwise),
without  representation or warranty except for the  representation  and warranty
that such interest is being sold by each such other  Purchaser free and clear of
any  Adverse  Claim  created or granted by such other  Purchaser,  in the amount
necessary  to  create  proportional  participation  by the  Purchasers  in  such
recovery (as if such recovery were distributed  pursuant to Section 2.3). If all
or any portion of such amount is thereafter  recovered from the recipient,  such
purchase  shall be rescinded  and the purchase  price  restored to the extent of
such recovery, but without interest.

     Section 9.5. Right of Setoff. During a Termination Event, each Purchaser is
hereby  authorized  (in  addition  to any other  rights it may have) to  setoff,
appropriate  and apply  (without  presentment,  demand,  protest or other notice
which are hereby expressly waived) any deposits and any other  indebtedness held
or owing by such  Purchaser  (including  by any  branches  or  agencies  of such
Purchaser)  to, or for the account of, the Seller  against  amounts owing by the
Seller hereunder (even if contingent or unmatured).

     Section 9.6. Amendments.  Except as otherwise expressly provided herein, no
amendment or waiver  hereof shall be effective  unless  signed by the Seller and
the  Instructing  Group.  In addition,  no amendment  hereof shall,  without the
consent of (a) all the Liquidity Providers, (i) extend the Liquidity Termination
Date or the date of any payment or transfer of  Collections by the Seller to the
Collection Agent or by the Collection  Agent to the Agent,  (ii) reduce the rate
or extend the time of payment of Discount  for any  Eurodollar  Tranche or Prime
Tranche,  (iii)  reduce or extend the time of payment of any fee  payable to the
Liquidity Providers, (iv) except as provided herein, release, transfer or modify
any Committed Purchaser's Purchase Interest or change any Commitment,  (v) amend
the definition of Required Liquidity Providers,  Instructing Group,  Termination
Event or Section 1.1, 1.2, 1.5,  1.7(a),  2.1, 2.2, 2.3, 7.2 or 9.6, Article VI,
or any provision of the Indemnity  Agreement or any obligation of the Originator
thereunder,  (vi)  consent to the  assignment  or  transfer by the Seller or the
Originator of any interest in the  Receivables  other than  transfers  under the
Transaction   Documents  or  permit  the  Originator  to  transfer  any  of  its
obligations under any Transaction  Document except as expressly  contemplated by
the terms of the Transaction Documents, or (vii) amend any defined term relevant
to the  restrictions  in  clauses  (1)  through  (vi) in a  manner  which  would
circumvent  the  intention  of such  restrictions  or (b) the  Agent,  amend any
provision  hereof if the effect thereof is to affect the  indemnities to, or the
rights or duties of, the Agent or to reduce any fee  payable for the Agent's own
account.  Notwithstanding the foregoing,  the amount of any fee or other payment
due and payable from the Seller to the Agent (for its own account),  Windmill or
the Enhancer may be changed or otherwise adjusted solely with the consent of the
Seller and the party to which such  payment is  payable.  Any  amendment  hereof
shall apply to each Purchaser equally and shall be binding upon the Seller,  the
Purchasers and the Agent.

     Section 9.7. Waivers.  No failure or delay of the Agent or any Purchaser in
exercising any power,  right,  privilege or remedy  hereunder shall operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  power,
right, privilege or remedy preclude any other or further exercise thereof or the
exercise of any other power, right, privilege or remedy. Any waiver hereof shall
be  effective  only in the specific  instance  and for the specific  purpose for
which such waiver was given.  After any waiver,  the Seller,  the Purchasers and
the  Agent  shall be  restored  to their  former  position  and  rights  and any
Potential  Termination  Event  waived  shall  be  deemed  to be  cured  and  not
continuing,  but no such waiver shall extend to (or impair any right  consequent
upon) any  subsequent  or other  Potential  Termination  Event.  Any  additional
Discount that has accrued  after a  Termination  Event before the execution of a
waiver thereof,  solely as a result of the occurrence of such Termination Event,
may be waived by the Agent at the  direction of the Purchaser  entitled  thereto
or, in the case of Discount  owing to the Liquidity  Providers,  of the Required
Liquidity Providers.

     Section 9.8. Successors and Assigns; Participation; Assignments.

     (a) Successors and Assigns.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns.  Except as  otherwise  provided  herein,  the  Seller may not assign or
transfer  any of its  rights or  delegate  any of its duties  without  the prior
consent of the Agent and the Purchasers.

     (b)  Participation.  Any  Purchaser may sell to one or more Persons (each a
"Participant")  participating  interests  in the  interests  of  such  Purchaser
hereunder.  Such Purchaser  shall remain solely  responsible  for performing its
obligations  hereunder,  and the Seller  and the Agent  shall  continue  to deal
solely and directly  with such  Purchaser in  connection  with such  Purchaser's
rights and  obligations  hereunder.  Each  Participant  shall be entitled to the
benefits  of  Article  VI and  shall  have  the  right  of  setoff  through  its
participation  in amounts  owing  hereunder  to the same  extent as if it were a
Purchaser  hereunder,  which  right of setoff is subject  to such  Participant's
obligation to share with the  Purchasers as provided in Section 9.4. A Purchaser
shall not agree with a Participant to restrict such  Purchaser's  right to agree
to any amendment hereto,  except  amendments  described in clause (a) of Section
9.6.

     (c) Assignments by Liquidity  Providers.  Any Liquidity Provider may assign
to one or more Persons  ("Purchasing  Liquidity  Providers"),  acceptable to the
Agent in its sole  discretion,  any  portion of its  Commitment  as a  Liquidity
Provider and  Purchase  Interest  pursuant to a  supplement  hereto (a "Transfer
Supplement") in form  satisfactory to the Agent executed by each such Purchasing
Liquidity  Provider,  such selling  Liquidity  Provider and the Agent.  Any such
assignment  by a  Liquidity  Provider  must be for an  amount  of at least  Five
Million  Dollars.  Each Purchasing  Liquidity  Provider shall pay a fee of Three
Thousand Dollars to the Agent. Any partial  assignment shall be an assignment of
an identical percentage of such selling Liquidity Provider's  Investment and its
Commitment as a Liquidity Provider. Upon the execution and delivery to the Agent
of the Transfer  Supplement and payment by the Purchasing  Liquidity Provider to
the  selling  Liquidity  Provider of the agreed  purchase  price,  such  selling
Liquidity  Provider  shall be released  from its  obligations  hereunder  to the
extent of such assignment and such Purchasing  Liquidity  Provider shall for all
purposes be a Liquidity  Provider party hereto and shall have all the rights and
obligations of a Liquidity  Provider  hereunder to the same extent as if it were
an  original  party  hereto  with  a  Commitment  as a  Liquidity  Provider,  an
Investment  and  any  related  Assigned  Windmill  Settlement  described  in the
Transfer Supplement.

     (d)  Replaceable   Liquidity  Providers.   If  any  Liquidity  Provider  (a
"Replaceable  Liquidity Provider") shall (i) petition the Seller for any amounts
under  Section 6.2 or (ii) cease to have a short-term  debt rating of "A-1 +" by
S&P and "P-1" by Moody's,  the Seller or Windmill  may  designate a  replacement
financial  institution (a "Replacement  Liquidity  Provider")  acceptable to the
Agent, in its sole  discretion,  to which such  Replaceable  Liquidity  Provider
shall, subject to its receipt of an amount equal to its Investment,  any related
Assigned Windmill Settlement,  and accrued Discount and fees thereon (plus, from
the  Seller,  any  Early  Payment  Fee that  would  have  been  payable  if such
transferred Investment had been paid on such date) and all amounts payable under
Section  6.2,  promptly  assign all of its  rights,  obligations  and  Liquidity
Provider Commitment hereunder,  together with all of its Purchase Interest,  and
any related Assigned Windmill Settlement,  to the Replacement Liquidity Provider
in accordance with Section 9.8(c).

     (e)  Assignment  by Windmill.  Each party hereto agrees and consents (i) to
Windmill's  assignment,  participation,  grant of security interests in or other
transfers of any portion of, or any of its beneficial  interest in, the Windmill
Purchase  Interest  and  the  Windmill  Settlement  and  (ii)  to  the  complete
assignment  by Windmill of all of its rights and  obligations  hereunder  to ABN
AMRO or any other Person,  and upon such  assignment  Windmill shall be released
from all obligations and duties hereunder;  provided, however, that Windmill may
not,  without the prior  consent of the  Required  Liquidity  Providers  and the
Enhancer,  transfer any of its rights under  Section 2.1 to cause the  Liquidity
Providers or the Enhancer to purchase  the  Windmill  Purchase  Interest and the
Windmill  Settlement  unless the assignee (i) is a corporation  whose  principal
business is the purchase of assets similar to the Receivables, (ii) has ABN AMRO
as its  administrative  agent and (iii)  issues  commercial  paper  with  credit
ratings substantially comparable to the Ratings.  Windmill shall promptly notify
each party hereto of any such assignment. Upon such an assignment of any portion
of Windmill's Purchase Interest and the Windmill Settlement,  the assignee shall
have all of the rights of Windmill  hereunder  relate to such Windmill  Purchase
Interest and Windmill Settlement.

     (f)  Opinions  of Counsel.  If  required  by the Agent or to  maintain  the
Ratings,  each Transfer  Supplement must be accompanied by an opinion of counsel
of the assignee as to such matters as the Agent may reasonably request.

     Section 9.9.  Intended  Tax  Characterization.  It is the  intention of the
parties  hereto  that,  for  the  purposes  of  all  Taxes,   the   transactions
contemplated  hereby shall be treated as a loan by the  Purchasers  (through the
Agent) to the Seller  that is  secured by the  Receivables  (the  "Intended  Tax
Characterization" ). The parties hereto agree to report and otherwise to act for
the  purposes  of all  Taxes  in a  manner  consistent  with  the  Intended  Tax
Characterization. As provided in Section 5.1(g), the Seller hereby grants to the
Agent,  for the ratable  benefit of the Purchasers,  a security  interest in all
Receivables  and  Collections  to secure the payment of all  amounts  other than
Investment  owing  hereunder and (to the extent of the Sold  Interest) to secure
the repayment of all Investment.


     Section 9.10. Waiver of Confidentiality.  The Seller hereby consents to the
disclosure of any nonpublic  information  relating to the Seller, any Affiliate,
or the Transaction Documents among the Agent and the Purchasers and by the Agent
or the Purchasers to (i) any officers,  directors,  members, managers, employees
or outside accountants,  auditors or attorneys thereof,  (ii) any prospective or
actual assignee or participant,  (iii) any rating agency,  surety,  guarantor or
credit or  liquidity  Enhancer  to the Agent or any  Purchaser,  (iv) any entity
organized to purchase,  or make loans secured by, financial assets for which ABN
AMRO  provides  managerial  services  or acts as an  administrative  agent,  (v)
Windmill's administrator, management company, referral agents, issuing agents or
depositories or CP Dealers and (vi)  Governmental  Authorities  with appropriate
jurisdiction.

     Section 9.11.  Confidentiality of Agreement.  Unless otherwise consented to
by  the  Agent,  the  Seller  hereby  will  not  disclose  the  contents  of any
Transaction  Document,  or any other  confidential  or  proprietary  information
furnished  by the  Agent  or any  Purchaser,  to any  Person  other  than to its
auditors and attorneys or as required by applicable law.

     Section 9.12. Agreement Not to Petition.  Each party hereto agrees, for the
benefit of the holders of the  privately  or publicly  placed  indebtedness  for
borrowed  money for Windmill,  not,  prior to the date which is one (1) year and
one (1) day after the payment in full of all such  indebtedness,  to  acquiesce,
petition or otherwise,  directly or  indirectly,  invoke,  or cause  Windmill to
invoke,  the  process  of any  Governmental  Authority  for the  purpose  of (a)
commencing  or  sustaining  a case against  Windmill  under any federal or state
bankruptcy,  insolvency or similar law (including the Federal  Bankruptcy Code),
(b)   appointing  a  receiver,   liquidator,   assignee,   trustee,   custodian,
sequestrator or other similar official for Windmill,  or any substantial part of
its property,  or (c) ordering the winding up or  liquidation  of the affairs of
Windmill.

     Section 9.13.  Excess Funds.  Other than amounts payable under Section 9.4,
Windmill  shall be required to make  payment of the amounts  required to be paid
pursuant  hereto  only if  Windmill  has Excess  Funds (as  defined  below).  If
Windmill  does not have  Excess  Funds,  the excess of the amount due  hereunder
(other than pursuant to Section 9.4) over the amount paid shall not constitute a
"claim" (as defined in Section  101(5) of the Federal  Bankruptcy  Code) against
Windmill until such time as Windmill has Excess Funds. If Windmill does not have
sufficient  Excess Funds to make any payment due hereunder  (other than pursuant
to Section  9.4),  then  Windmill  may pay a lesser  amount and make  additional
payments  that in the  aggregate  equal  the  amount  of  deficiency  as soon as
possible  thereafter.  The term  "Excess  Funds"  means  the  excess  of (a) the
aggregate  projected  value of Windmill's  assets and other property  (including
cash and  cash  equivalents),  over (b) the sum of (i) the sum of all  scheduled
payments  of  principal,  interest  and other  amounts  payable on  publicly  or
privately placed  indebtedness of Windmill for borrowed money, plus (ii) the sum
of all other  liabilities,  indebtedness  and other  obligations of Windmill for
borrowed  money or owed to any credit or liquidity  provider,  together with all
unpaid interest then accrued  thereon,  plus (iii) all taxes payable by Windmill
to the Internal Revenue Service,  plus (iv) all other indebtedness,  liabilities
and  obligations  of  Windmill  then  due and  payable,  but the  amount  of any
liability, indebtedness or obligation of Windmill shall not exceed the projected
value of the  assets  to which  recourse  for such  liability,  indebtedness  or
obligation is limited. Excess Funds shall be calculated once each Business Day.

     Section 9.14. No Recourse.  The  obligations  of Windmill,  its  management
company,   its   administrator   and  its  referral   agents  (each  a  "Program
Administrator")  under any  Transaction  Document  or other  document  (each,  a
"Program  Document") to which a Program  Administrator is a party are solely the
corporate obligations of such Program Administrator and no recourse shall be had
for such obligations against any Affiliate,  director, officer, member, manager,
employee, attorney or agent of any Program Administrator.

     Section 9.15. Limitation of Liability. No Person shall make a claim against
the Agent or any Purchaser (or their respective Affiliates, directors, officers,
members,  managers,  employees,  attorneys or agents) for any special, indirect,
consequential  or  punitive  damages  under any claim for breach of  contract or
other theory of liability in connection  with the  Transaction  Documents or the
transactions  contemplated  thereby,  and the Seller (for itself, the Collection
Agent and all other Persons claiming by or through the Seller) hereby waives any
claim for any such damages.

     Section 9.16. Headings; Counterparts.  Article and Section Headings in this
Agreement are for reference only and shall not affect the  construction  of this
Agreement.  This Agreement may be executed by different parties on any number of
counterparts, each of which shall constitute an original and all of which, taken
together, shall constitute one and the same agreement.

     Section 9.17.  Cumulative Rights and Severability.  All rights and remedies
of the Purchasers and Agent hereunder shall be cumulative and  non-exclusive  of
any rights or remedies such Persons have under law or  otherwise.  Any provision
hereof that is prohibited or unenforceable  in any  jurisdiction  shall, in such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating  the  remaining  provisions  hereof  and
without affecting such provision in any other jurisdiction.

     Section 9.18.  Governing Law;  Submission to  Jurisdiction.  This Agreement
shall be governed by, and construed in accordance  with,  the internal laws (and
not the law of conflicts) of the State of Illinois. The Seller hereby submits to
the  nonexclusive  jurisdiction  of the  United  States  District  Court for the
Northern  District  of  Illinois  and of any  Illinois  state  court  sitting in
Chicago,  Illinois  for  purposes  of all legal  proceedings  arising out of, or
relating to, the Transaction Documents or the transactions contemplated thereby.
The Seller hereby  irrevocably  waives,  to the fullest extent permitted by law,
any objection it may now or hereafter  have to the venue of any such  proceeding
and any claim  that any such  proceeding  has been  brought  in an  inconvenient
forum.  Nothing in this  Section 9.18 shall affect the right of the Agent or any
Purchaser to bring any action or  proceeding  against the Seller or its property
in the courts of other jurisdictions.

     Section  9.19.  WAIVER  OF  TRIAL  BY  JURY.  TO THE  EXTENT  PERMITTED  BY
APPLICABLE LAW, EACH PARTY HERETO  IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH,
ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.

     Section 9.20. Entire Agreement.  The Transaction  Documents  constitute the
entire  understanding  of the  panics  thereto  concerning  the  subject  matter
thereof.  Any previous or contemporaneous  agreements,  whether written or oral,
concerning such matters are superseded thereby.


<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.

ABN AMRO BANK N.V., as the Agent         ABN AMRO BANK N.V., as the Enhancer


By: /s/ Mary C. Casey                   By:  /s/ Mary C. Casey
   --------------------------------        -------------------------------------
          Mary C. Casey                            Mary C. Casey
Title:    Vice President                Title:     Vice President
      -----------------------------           ----------------------------------


By: /s/ Robert C. Smolka                By: /s/ Robert C. Smolka
   --------------------------------        -------------------------------------
          Robert C. Smolka                         Robert C. Smolka
Title:    Group Vice President          Title:     Group Vice President
      -----------------------------           ----------------------------------
  Address: Structured Finance,            Address: Structured Finance
           Asset Securitization                    Asset Securitization
           135 South LaSalle Street                135 South LaSalle Street
           Chicago, Illinois 60674-9135            Chicago, Illinois 60674-9135
           Attention: Purchaser Agent-             Attention: Enhancer-Windmill
                         Windmill         Telephone: (312) 904-6263
  Telephone: (312) 904-6263               Telecopy:  (312) 904-6376
  Telecopy:  (312) 904-6376



<PAGE>



ABN AMRO Bank N.V.,                     WINDMILL FUNDING CORPORATION
 as a Liquidity Provider

By: /s/ Mary C. Casey                   By: /s/ Paul E. Gipson
   --------------------------------        -------------------------------------
          Mary C. Casey
Title:    Vice President                Title:     Vice President
      -----------------------------           ----------------------------------


By: /s/ Robert C. Smolka                  Address   c/o Lord Securities
   --------------------------------                     Corporation
          Robert C. Smolka                           Two Wall Street
Title:    Group Vice President                       New York, New York 10005
      -----------------------------                  Attention: Andrew L. Stidd,
   Address: 135 South LaSalle Street                           Vice President
            Chicago, Illinois 60674-9135
            Attention: Mark Lasek, Vice
                       President and Director


   Telephone: (312) 904-2074              Telephone: (212) 346-9000
   Telecopy:  (312) 904-6217              Telecopy: (212) 346-9012


                                         with a copy to:

IPL FUNDING CORPORATION
                                           Address: Structured Finance,
                                                    Asset Securitization
                                                    135 South LaSalle Street
By: /s/ Steven L. Meyer                             Chicago, Illinois 60674-9135
   --------------------------------                 Attention: Administrator -
Title: Treasurer                                    Windmill
      -----------------------------        Telephone: (312) 904-6263
   Address:   One Monument Circle           Telecopy: (312) 904-6376
              Indianapolis, Indiana 46204
              Attention: Bryan Tabler, Secretary
   Telephone: (317) 261-5134
   Telecopy:  (317) 261-8288




<PAGE>

                                   SCHEDULE I
                                   DEFINITIONS

     The following terms have the meanings set forth, or referred to, below:

     "ABN AMRO" means ABN AMRO Bank N.V. in  its individual  capacity and not in
its capacity as the Agent.

     "Adverse  Claim"  means,  for any asset or  property  of a Person,  a lien,
security  interest,  charge,  mortgage,  pledge,  hypothecation,  assignment  or
encumbrance, or any other right or claim, in, of or on such asset or property in
favor of any other Person, except those in favor of the Agent.

     "Affiliate"  means,  for any Person,  any other Person  which,  directly or
indirectly,  is in control of, is controlled by, or is under common control with
such  Person.  For  purposes  of this  definition,  "control"  means the  power,
directly  or  indirectly,  to either (i) vote ten  percent  (10%) or more of the
securities  having  ordinary  voting  power for the  election of  directors of a
Person or (ii) cause the direction of the management and policies of a Person.

     "Agent" is defined in the first paragraph hereof

     "Agent's Account" means the Agent's account number 651042798550 at ABN AMRO
or such other account designated to the Seller and the Purchasers by the Agent.

     "Aggregate  Commitment" means Fifty One Million Dollars  ($51,000,000),  as
such amount may be reduced pursuant to Section 1.6.

     "Aggregate Investment" means the sum of the Investments of all Purchasers.

     "Assigned Windmill  Settlement" means, for each Committed Purchaser for any
Put, the product of such Purchaser's  Purchased Percentage and the amount of the
Windmill Settlement being transferred pursuant to such Put.

     "Bankruptcy  Event"  means,  for any Person,  that (a) such Person  makes a
general  assignment for the benefit of creditors or any proceeding is instituted
by or against such Person  seeking to adjudicate  it bankrupt or  insolvent,  or
seeking the liquidation,  winding up, reorganization,  arrangement,  adjustment,
protection,  relief or  composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry of an order for relief or the appointment of a receiver,  trustee or other
similar  official  for it or any  substantial  part of its  property or (b) such
Person takes any corporate action to authorize any such action.

     "Business Day" means any day other than (a) a Saturday, Sunday or other day
on which banks in New York City or Chicago,  Illinois are authorized or required
to close,  (b) a holiday on the Federal  Reserve  calendar  and,  (c) solely for
matters relating to a Eurodollar Tranche, a day on which dealings in Dollars are
not carried on in the London interbank market.

     "Charge-Off"  means any  Receivable  (a) that has or  should  have been (in
accordance with the Credit and Collection  Policy) charged off or written off by
the Seller or (b) the Obligor on which has suffered a Bankruptcy Event.

     "Collection"  means any  amount  paid,  or deemed  paid,  on a  Receivable,
including  from the proceeds of  collateral  securing,  or any guaranty of, such
Receivable or by the Seller under Section 1.5(b).

     "Collection Agent" is defined in Section 3.1(a).

     "Committed Purchasers" is defined in Section 1.1(b).

     "Commitment" means, for each Committed  Purchaser,  the amount set forth on
Schedule II, as adjusted in accordance with Sections 1.6 and 9.8.

     "CP Dealer"  means,  at any time,  each Person  Windmill  then engages as a
placement agent or commercial paper dealer.

     "CP Rate" means,  for any CP Tranche Period,  a rate per annum equal to (a)
the weighted  average of the rates at which commercial paper notes having a term
equal  to such CP  Tranche  Period  may be sold  by any CP  Dealer  selected  by
Windmill,  as agreed  between each such CP Dealer and  Windmill,  plus (b) on or
after the  occurrence  of a  Termination  Event,  2%. If such rate is a discount
rate, the CP Rate shall be the rate resulting from  Windmill's  converting  such
discount rate to an  interest-bearing  equivalent  rate. If Windmill  determines
that it is not able, or that it is impractical,  to issue commercial paper notes
for any period of time,  then the CP Rate shall be the Prime  Rate.  The CP Rate
shall  include  all costs and  expenses  to  Windmill  of  issuing  the  related
commercial paper notes, including all dealer commissions and note issuance costs
in connection therewith.

     "Credit and  Collection  Policy" means the Seller's  credit and  collection
policy and practices relating to Receivables attached hereto as Exhibit I.

     "Deemed Collections" is defined in Section 1.5(c).

     "Default  Ratio" means,  at any time,  the ratio of (a) the then  aggregate
outstanding  balance  of all  Defaulted  Receivables  to (b) the then  aggregate
outstanding balance of all Receivables (other than Unbilled Receivables).

     "Defaulted  Receivable"  means any Receivable on which any amount is unpaid
more than 90 days past its original billing date.

     "Delinquency Ratio" means, at any time, the ratio of (a) the then aggregate
outstanding  balance of all  Delinquent  Receivables  to (b) the then  aggregate
outstanding  balance  of all  Receivables  (other  than  Unbilled  Receivables).

     "Delinquent  Receivable"  means any Receivable  (other than a Charge-Off or
Defaulted Receivable) on which any amount is unpaid more than 60 days.

     "Designated  Financial  Officer"  means the  Treasurer  or Secretary of the
Seller  or  the  Controller,  Treasurer  or  Secretary  of  the  Originator,  as
applicable.

     "Discount"  means,  for any  Tranche  Period,  (a) the  product  of (i) the
Discount  Rate for such  Tranche  Period,  (ii) the total  amount of  Investment
allocated to the Tranche Period, and (iii) the number of days elapsed during the
Tranche Period divided by (b) 360 days.

     "Discount Rate" means, for any Tranche Period,  the CP Rate, the Eurodollar
Rate or the Prime Rate, as applicable, but after the occurrence of a Termination
Event each such rate shall be increased by 2% per annum.

     "Dollar" and "$" means lawful currency of the United States of America.

     "Early Payment Fee" means, if any Investment of a Purchaser  allocated (or,
in the case of a requested Purchase not made by the Committed Purchasers for any
reason other than their default,  scheduled to be allocated) to a Tranche Period
for a CP Tranche or Eurodollar  Tranche is reduced or terminated before the last
day of such Tranche  Period (the amount of  Investment  so reduced or terminated
being referred to as the "Prepaid  Amount")' the cost to the relevant  Purchaser
of  terminating  or reducing such Tranche,  which (a) for a CP Tranche means any
compensation  payable  in  prepaying  the  related  commercial  paper or, if not
prepaid,  any shortfall between the amount that will be available to Windmill on
the maturity date of the related  commercial  paper from reinvesting the Prepaid
Amount in Permitted Investments and the Face Amount of such commercial paper and
(b) for a Eurodollar  Tranche will be determined based on the difference between
the LIBOR applicable to such Tranche and the LIBOR applicable for a period equal
to the  remaining  maturity  of the  Tranche on the date the  Prepaid  Amount is
received.

     "Eligible Receivable" means, at any time, any Receivable:

     (i) the Obligor of which (a) is a resident of, or organized  under the laws
of with its chief  executive  office in, the USA; (b) is not an Affiliate of any
of the  parties  hereto  or of the  Originator;  (c)  is not a  government  or a
governmental  subdivision or agency (except to the extent  Eligible  Receivables
described  in this  clause  (i)(c) do not  exceed 2% of the  amount of  Eligible
Receivables then outstanding);  (d) has not suffered a Bankruptcy Event; and (e)
is a customer  of the  Originator  in good  standing  and not the Obligor of any
Defaulted  Receivable or Receivable that became a Charge-Off  within the past 24
months;

     (ii) which is  required  to be paid in full  within 30 days of its  billing
date;

     (iii)  which is not a  Delinquent  Receivable,  Defaulted  Receivable  or a
Charge-Off;

     (iv) which is an "account"  within the meaning of Section  9-106 of the UCC
of all applicable jurisdictions;

     (v) which is denominated and payable only in Dollars in the USA;

     (vi)  which  has been  billed to the  related  Obligor  or, if an  Unbilled
Receivable  (a) has been  estimated by the  Originator  in  accordance  with its
normal  procedures  as having  been  earned and (b) does not,  when added to the
amount of all other Unbilled  Receivables then treated as Eligible  Receivables,
constitute more than 40% of the amount of Eligible Receivables then outstanding;

     (vii) which  constitutes  the legal,  valid and binding  obligation  of the
related  Obligor  enforceable  against such Obligor in accordance with its terms
subject to no offset,  counterclaim,  defense or other Adverse Claim, and is not
an executory  contract or  unexpired  lease within the meaning of Section 365 of
the Bankruptcy Code;

     (viii)  which,  if a Final Bill  Receivable,  together with all other Final
Bill Receivables,  does not exceed 3% of the amount of Eligible Receivables then
outstanding;

     (ix)  which  does not,  in whole or in part,  contravene  any law,  rule or
regulation applicable thereto (including,  without limitation, those relating to
usury,  truth in lending,  fair credit  billing,  fair credit  reporting,  equal
credit opportunity, fair debt collection practices and privacy);

     (x)  which  satisfies  all  applicable   requirements  of  the  Credit  and
Collection  Policy and was generated in the ordinary course of the  Originator's
business  from the sale of  electricity  or  electrical  power  supplied  by the
Originator;

     (xi)  which  the  Agent,  in  its  discretion  or at  the  direction  of an
Instructing  Group,  has not notified the Seller is  unacceptable as an Eligible
Receivable   (either   individually,   based  on  Obligor  or  other  individual
characteristics, or as part of a class of such Receivables) before the date such
specific  Receivable is first treated by the Seller as an Eligible Receivable in
computing compliance with Section 1.5 or in a Periodic Report;

     (xii) the  outstanding  balance  of which,  when  added to the  outstanding
balances of all other Receivables of the same Obligor, does not exceed 3% of the
amount of Eligible  Receivables then  outstanding;  (or, if larger,  the Special
Limit applicable to such Obligor);

     (xiii) which is an account receivable representing all or part of the sales
price of  merchandise,  insurance  and  services  within the  meaning of Section
3(c)(5) of the Investment Company Act of 1940; and

     (xiv) the  purchase  of which with  proceeds of notes  would  constitute  a
"current  transaction"  within the meaning of Section  3(a)(3) of the Securities
Act of 1933.

     "Eligible Receivable Balance" means, at any time, the aggregate outstanding
principal balance of all Eligible Receivables.

     "Enhancer" is defined in the first paragraph hereof

     "Enhancer Commitment Percentage" means 10%.

     "Eurodollar  Rate" means, for any Tranche Period for a Eurodollar  Tranche,
the sum of (a) LIBOR for such  Tranche  Period  divided by I minus the  `Reserve
Requirement"  and (b)(i) for  Investment  of a  Liquidity  Provider,  the amount
specified in the Pricing  Letter,  or, (ii) for Investment of the Enhancer,  the
amount specified in the Fee Letter;  where "Reserve  Requirement" means, for any
Tranche Period for a Eurodollar Tranche, the maximum reserve requirement imposed
during such Tranche Period on "eurocurrency liabilities" as currently defined in
Regulation D of the Board of Governors of the Federal Reserve System.

     "Face Amount" means the face amount of any Windmill commercial paper issued
on a discount basis or, if not issued on a discount basis,  the principal amount
of such note and interest scheduled to accrue thereon to its stated maturity.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum  equal,  for each day during such period,  to the weighted  average of the
rates on  overnight  federal  funds  transactions  with  members of the  Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the immediately  preceding  Business Day)
by the Federal Reserve Bank of New York or, if such rate is not so published for
any day  which  is a  Business  Day,  the  average  of the  quotations  for such
transactions  received by ABN AMRO as of approximately 10:00 a.m. (Chicago time)
on such day from three federal funds brokers of recognized  standing selected by
it.

     "Fee Letter" means the letter  agreement  dated as of the date hereof among
the Seller, the Agent, Windmill and the Enhancer.

     "Final Bill Receivable"  means any Receivable that is a final billing to an
Obligor that has,  voluntarily or involuntarily,  discontinued  service from the
Originator.

     "Funding  Agreement" means any agreement or instrument executed by Windmill
and  executed by or in favor of any Windmill  Funding  Source or executed by any
Windmill Funding Source at the request of Windmill (including the Program LOC).

     "GAAF" means generally accepted  accounting  principles in the USA, applied
on a consistent basis.

     "Governmental  Authority" means any (a) Federal,  state, municipal or other
governmental   entity,   board,   bureau,   agency   or   instrumentality,   (b)
administrative  or regulatory  authority  (including any central bank or similar
authority) or (c) court, judicial authority or arbitrator, in each case, whether
foreign or domestic.

     "Incremental Purchase" is defined in Section 1.1(b).

     "Indemnity  Agreement" means the Indemnity Agreement,  dated as of the date
hereof, between the Originator and the Agent.

     "Instructing  Group" means the Required Liquidity  Providers,  the Enhancer
and,  unless the  Windmill  Termination  Date has  occurred  and Windmill has no
Investment, Windmill.

     "Intended Tax Characterization" is defined in Section 9.9.

     "Interim  Liquidation" means any time before the Liquidity Termination Date
during which no Reinvestment Purchases are made by any Purchaser, as established
pursuant to Section 1.2.

     "Investment" means, for each Purchaser,  (a) the sum of (i) all Incremental
Purchases by such  Purchaser  and (ii) the  aggregate  amount of any payments or
exchanges made by, or on behalf of, such Purchaser to any other  Purchaser under
Article II minus (b) all  Collections,  amounts  received from other  Purchasers
under  Article II, and other  amounts  received or exchanged  and, in each case,
applied by the Agent or such Purchaser to reduce such Purchaser's Investment.  A
Purchaser's  Investment  shall be restored to the extent any amounts so received
or exchanged and applied are rescinded or must be returned for any reason.

     "LIBOR"  means,  for any Tranche  Period for a Eurodollar  Tranche or other
time period,  the rate per annum  (rounded  upwards,  if necessary,  to the next
higher one hundred-thousandth of a percentage point) for deposits in Dollars for
a period equal to such Tranche  Period or other  period,  which  appears on Page
3750 of the Telerate  Service (or any successor  page or successor  service that
displays the British Bankers'  Association  Interest Settlement Rates for Dollar
deposits) as of 11:00 am.  (London,  England  time) two Business Days before the
commencement  of such Tranche Period or other period.  If for any Tranche Period
for a Eurodollar  Tranche no such displayed rate is available (or, for any other
period,  if such displayed rate is not available or the need to calculate  LIBOR
is not notified to the Agent at least 3 Business Days before the commencement of
the period for which it is to be  determined),  the Agent shall  determine  such
rate based on the rates ABN AMRO is offered  deposits  of such  duration  in the
London interbank market.

     "Liquidation  Period" means,  for Windmill only, all times when Windmill is
not making  Reinvestment  Purchases  pursuant  to Section  1.1(d)  and,  for all
Purchasers, all times (x) during an Interim Liquidation and (y) on and after the
Liquidity Termination Date.

     "Liquidity  Termination  Date"  means the  earliest  of (a) the date of the
occurrence of a Termination  Event  described in clause (b) of the definition of
Termination  Event that arises  under  Section  6.1(B) or (C) of the  Originator
Credit Agreement, (b) the date designated by the Agent to the Seller at any time
after the  occurrence  of any other  Termination  Event,  (c) the  Business  Day
designated by the Seller with no less than five (5) Business  Days' prior notice
to the Agent and (d) October 15, 1997.

     "Liquidity Providers" is defined in the first paragraph hereof.

     "Lock-Box"  means each post office box or bank box  identified to the Agent
as such pursuant to Section 5.1(i).

     "Lock-Box Account" means each account maintained by the Collection Agent at
a Lock-Box Bank for the purpose of receiving or concentrating Collections.

     "Lock-Box Agreement" means each agreement between the Seller and a Lock-Box
Bank concerning a Lock-Box Account.

     "Lock-Box Bank" means each bank identified to the Agent as such pursuant to
Section 5.1(i).

     "Lock-Box  Event"  means (i) any  Termination  Event or (ii) the long term,
unsecured, non-third party credit enhanced senior indebtedness of the Originator
is rated  BBB (or its  equivalent)  or  lower  by S&P or is  rated  Baa2 (or its
equivalent)  or lower by Moody's  (or either S&P or  Moody's  has  withdrawn  or
suspended such rating).

     "Lock-Box Letter" means a letter in substantially the form of Exhibit G (or
otherwise  acceptable  to  the  Agent)  from  the  Seller  to a  Lock-Box  Bank,
acknowledged and accepted by such Lock-Box Bank and the Agent.

     "Loss-to-Liquidation  Ratio"  means,  for  any  period,  the  ratio  of the
outstanding balance of Charge-Offs to the aggregate amount of Collections during
such period.

     "Matured  Aggregate  Investment"  means,  at any time, the Matured Value of
Windmill's  Investment plus the total  Investments of all other  Purchasers then
outstanding.

     "Matured Value" means,  of any  Investment,  the sum of such Investment and
all unpaid Discount,  fees and other amounts scheduled to become due (whether or
not then due) on such Investment during all Tranche Periods to which any portion
of such Investment has been allocated.

     "Maximum Incremental Purchase Amount" means, at any time, the lesser of (a)
the  difference  between the Purchase  Limit and the Aggregate  Investment  then
outstanding  and (b) the  difference  between the Aggregate  Commitment  and the
Matured Aggregate Investment then outstanding.

     "Moody's" means Moody's Investors Service, Inc.

     "Obligor"  means,  for any  Receivable,  each Person  obligated to pay such
Receivable and each guarantor of such obligation.

     "Originator" means Indianapolis Power & Light Company.

     "Originator  Credit  Agreement"  means the  "Credit  Agreement"  defined in
Section 4.3 of the Indemnity Agreement.

     "Periodic Report" is defined in Section 3.3.

     "Permitted  Investments"  means (a)  evidences  of  indebtedness,  maturing
within  thirty  (30) days  after the date of  purchase  thereof,  issued  by, or
guaranteed  by the full faith and credit of, the federal  government of the USA,
(b) repurchase agreements with banking institutions or broker-dealers registered
under the Securities Exchange Act of 1934 which are fully secured by obligations
of the kind  specified in clause (a), (c) money market funds (i) rated not lower
than the highest rating category from Moody's and "AAA m" or "AAAm-g," from  S&P
or (ii) which are otherwise  acceptable to the Rating Agencies or (d) commercial
paper issued by any corporation incorporated under the laws of the USA and rated
at  least  "A-1+"  (or  the  equivalent)  by S&P  and at  least  "P-1"  (or  the
equivalent) by Moody's.

     "Person" means an individual, partnership,  corporation, association, joint
venture, Governmental Authority or other entity of any kind.

     "Potential  Termination  Event" means any Termination Event or any event or
condition  that  with the  lapse of time or giving  of  notice,  or both,  would
constitute a Termination Event.

     "Pricing  Letter"  means the letter  agreement  dated as of the date hereof
among the Liquidity Providers, the Agent and the Seller.

     "Prime Rate" means, for any period, the daily average during such period of
(a) the greater of (i) the floating commercial Dollar loan rate per annum of ABN
AMRO (which  rate is a reference  rate and does not  necessarily  represent  the
lowest or best rate  actually  charged to any  customer by ABN AMRO),  announced
from time to time,  changing as and when said rate  changes and (ii) the Federal
Funds Rate plus 0.75% plus (b) during the pendency of a Termination  Event, 1.0%
for Investment of a Liquidity Provider and 2.0% for Investment of the Enhancer.

     "Program  LOC"  means  that  certain   amended  and  restated   irrevocable
transferable  letter of credit No. 55501 15, dated  November 3, 1995,  issued by
the  Enhancer at the request of  Windmill,  and each letter of credit  issued in
substitution or replacement therefor.

     "Program  Unreimbursed  Draw  Amount"  means the sum of all draws under the
Program LOC in connection with this  Transaction  which have not been reimbursed
(whether  through the payment of cash or the exchange of assets),  together with
all  interest  thereon  and all other  amounts,  if any,  payable in  connection
therewith.

     "Purchase" is defined in Section 1.1(a).

     "Purchase  Agreement" means the Receivables  Purchase Agreement dated as of
the date hereof among the Seller and the Originator.

     "Purchase Amount" is defined in Section 1.1(c).

     "Purchase Date" is defined in Section 1.1(c).

     "Purchase  Interest"  means,  for a  Purchaser,  the  percentage  ownership
interest in the Receivables and Collections  held by such Purchaser,  calculated
when and as described in Section 1.1(b).

     "Purchase Limit" means $50,000,000.

     "Purchase  Price"  means,  for each  Committed  Purchaser for any Put, such
Purchaser's  Purchased  Percentage for such Put multiplied by the sum of (a) (i)
for the Enhancer, the amount of Windmill's Investment being transferred pursuant
to such Put (the "Put  Investment")  and (ii) for each Liquidity  Provider,  the
lesser of (A), the Put  Investment and (B) the sum of (I) the product of (1) the
amount of Windmill Investment being transferred  pursuant to such Put divided by
the Windmill  Investment  (before  giving  effect to such Put),  (2)  Windmill's
Purchase  Interest at such time, (3) the Reserve Adjusted  Eligible  Receivables
Balance as most recently calculated, provided, however, that Collections used to
reduce such most  recently  computed  Eligible  Receivables  Balance but not yet
received by the Agent shall be added back to the Eligible  Receivables  Balance,
and (II) the amount of Windmill  Settlement b6ing  transferred  pursuant to such
Put plus (b) (i) all unpaid Discount owed to Windmill  (whether or not then due)
to the end of each applicable  Tranche Period to which any Investment  being Put
has been  allocated,  (ii) all accrued but unpaid fees (whether or not then due)
payable to Windmill in  connection  herewith  at the time of such  purchase  and
(iii) all accrued and unpaid  costs,  expenses and  indemnities  due to Windmill
from the Seller in connection  herewith.  Windmill shall  calculate the Purchase
Price on the date of such Put based on the  information  then  available  to it,
and, regardless of whether such information is complete,  such calculation shall
be conclusive and binding absent manifest error; provided, however, that if such
purchase occurs due to the occurrence of a Termination Event, the Purchase Price
shall be  determined  as of the date  such  Termination  Event  first  occurred,
adjusted  to  reflect  amounts   received  by  Windmill.   In  making  any  such
calculation, Windmill shall be entitled to rely on information provided to it by
the Seller without any obligation to investigate the accuracy or completeness of
such information.

     "Purchased  Percentage"  means, for any Put, for each Committed  Purchaser,
its  Ratable  Share or such lesser  percentage  as is  necessary  to prevent the
Purchase Price of such Purchaser from exceeding its Unused  Commitment  (unless,
in the case of the Enhancer, it elects not to reduce its Purchased Percentage in
whole or in part).

     "Purchasers"  means the  Liquidity  Providers,  the Enhancer and  Windmill.

     "Put" is defined in Section 2.1(a).

     "Ratable  Share" means,  for each  Committed  Purchaser,  such  Purchaser's
Commitment  divided by the Aggregate  Commitment.  If, however,  on the date any
Incremental  Purchase  or  payment  for any  Put is to be made by the  Committed
Purchasers,  the Enhancer has outstanding  Investment plus Program  Unreimbursed
Draw Amount in excess of its Ratable Share of the  outstanding  Investment  and.
Program Unreimbursed Draw Amount of all Committed Purchasers,  then for purposes
of  such  Incremental  Purchaser  or Put the  Ratable  Share  of each  Committed
Purchaser shall be replaced with a percentage equal for each Committed Purchaser
to (a) its Commitment minus its Investment and Program  Unreimbursed Draw Amount
before  such  Purchase  or Put (its  "Existing  Investment")  divided by (b) the
Aggregate  Commitment minus the sum of the Existing Investments of all Committed
Purchasers.

     "Rating  Agency" means  Moody's,  S&P and any other rating agency  Windmill
chooses to rate its commercial paper notes.

     "Ratings" means the ratings by the Rating Agencies of the  indebtedness for
borrowed money of Windmill.

     "Receivable"  means each  obligation  of an Obligor to pay for  merchandise
sold  or  services  rendered  by the  Originator  (including  estimated  amounts
calculated  by the  Originator  before  billing the  Obligor)  and  includes the
Originator's  rights to payment of any  interest  or finance  charges and in the
merchandise   (including   returned  goods)  and  contracts   relating  to  such
Receivable,  all Records and all proceeds of the  foregoing.  During any Interim
Liquidation  and  on  and  after  the  Liquidity   Termination  Date,  the  term
"Receivable"  shall only include  receivables  existing on the date such Interim
Liquidation  commenced or Liquidity  Termination  Date occurred,  as applicable.
Deemed   Collections  shall  reduce  the  outstanding   balance  of  Receivables
hereunder,  so that any  Receivable  that  has its  outstanding  balance  deemed
collected  shall cease to be a  Receivable  hereunder  after (x) the  Collection
Agent receives payment of such Deemed Collections under Section 1.5(b) or (y) if
such Deemed  Collection is received  before the Liquidity  Termination  Date, an
adjustment to the Sold Interest permitted by Section 1.5(c) is made.

     "Records"  means,  for any Receivable,  all contracts,  books,  records and
other  documents or information  (including  computer  programs,  tapes,  disks,
software and related  property and rights)  relating to such  Receivable  or the
related Obligor.

     "Reinvestment Purchase" is defined in Section 1.1(b).

     "Required  Liquidity  Providers" means Liquidity Providers having Liquidity
Provider  Commitments  in excess of 66-2/3% of the  Commitment  of all Liquidity
Providers.

     "Reserve"  means,  for each  Purchaser,  an  amount  equal  to the  Reserve
Percentage multiplied by such Purchaser's Investment.

     "Reserve  Adjusted  Eligible   Receivable+/-  Balance"  means  the  Reserve
Adjustment Fraction multiplied by the Eligible Receivable Balance.

     "Reserve Adjustment Fraction" means 1.00 divided by 1.05.

     "Reserve Percentage" means, at any time, 10%.

     "Seller" is defined in the first paragraph hereof.

     "Seller  Account" means the Seller's  account  number  04869810 at National
City Bank,  Indiana or such other account  designated by the Seller to the Agent
with at least ten (10) days prior notice.

     "Servicer  Replacement  Event" means (a) any  Termination  Event or (b) the
long term,  unsecured,  non-third party credit enhanced,  senior indebtedness of
the Originator is rated below BBB+ (or its  equivalent) by S&P or below Baa1 (or
its equivalent) by Moody's.

     "Sold Interest" is defined in Section 1.1(a).

     "Special Limit" means,  for any Obligor so long as such Obligor's long term
unsecured,  non-third  party credit  enhanced,  senior  indebtedness is rated at
least A (or  its  equivalent)  by S&P and at  least  A2 (or its  equivalent)  by
Moody's, 5% of the amount of Eligible  Receivables then outstanding,  unless the
Agent, in its discretion or at the direction of an Instructing  Group,  notifies
the Seller of a different limit.

     "Special Transaction  Subaccount" means the special transaction  subaccount
established for this Agreement pursuant to Windmill's depositary agreement.

     "S&P" means Standard & Poor's Ratings Group.

     "Subordinated  Note" means the revolving  promissory note dated on or about
the date  hereof  issued by the  Seller  to the  Originator  under the  Purchase
Agreement.

     "Subordination Agreement" means the Subordination Agreement dated as of the
date hereof between the Originator and the Seller.

     "Subsidiary"  means any Person of which at least a  majority  of the voting
stock (or equivalent  equity interests) is owned or controlled by the Originator
or by one or more other Subsidiaries of the Originator.  The Subsidiaries on the
date hereof are listed on Exhibit F.

     "Taxes"  means  all  taxes,  charges,  fees,  levies  or other  assessments
(including  income,  gross receipts,  profits,  withholding,  excise,  property,
sales,  use,  license,  occupation and franchise taxes and including any related
interest,  penalties or other  additions)  imposed by any jurisdiction or taxing
authority (whether foreign or domestic).

     "Termination Date" means (a) for Windmill,  the Windmill  Termination Date,
(b) for the Liquidity Providers,  the Liquidity Termination Date and (c) for the
Enhancer,  the  earlier  of (i) the  third  (3rd)  Business  Day  following  the
Liquidity Termination Date and (ii) October 15, 1997.

     "Termination  Event"  means  the  occurrence  of  any  one or  more  of the
following:

     (a) any  representation,  warranty,  certification  or statement  made,  or
deemed made by the Seller or the Originator in, or pursuant to, any  Transaction
Document  proves to have been  incorrect  in any  material  respect when made or
deemed made; or

     (b) the  Collection  Agent,  the Originator or the Seller fails to make any
payment or other transfer of funds  her&under  (including,  without  limitation,
pursuant  to  Section  1.5)  when due and such  failure  is not  cured  within 2
Business Days; or

     (c) the  Seller  fails to  observe or perform  any  covenant  or  agreement
contained in Sections  5.1(b),  (d), (f), (g), (h), (i), (j), (k) and (1) or the
Originator  fails  to  perform  any  covenant  or  agreement  in  the  Indemnity
Agreement; or

     (d)  the  Seller,   the  Originator  or  the   Collection   Agent  (or  any
sub-collection  agent)  fails to observe or perform any other term,  covenant or
agreement under any Transaction  Document,  and such failure remains  unremedied
for 5 Business Days; or

     (e) the Seller,  the  Originator  or any  Subsidiary  suffers a  Bankruptcy
Event; or

     (f) the  Delinquency  Ratio exceeds 5%, the Default Ratio exceeds 3% or the
Loss-to  Liquidation  Ratio at the end of any  calendar  month  measured for the
three month period then ending exceeds 1%; or

     (g) (i) the Seller, the Originator or any Affiliate of either,  directly or
indirectly,  disaffirms  or  contests  the  validity  or  enforceability  of any
Transaction   Document  or  (ii)  any  Transaction  Document  fails  to  be  the
enforceable  obligation of the Seller, the Originator or any Affiliate of either
party thereto; or

     (h) any "Event of Default" occurs under the Originator Credit Agreement; or

     (i) the  Originator's  long-term senior  unsecured,  non-third party credit
enhanced  indebtedness is rated less than BBB- by S&P or Baa3 by Moody's (or S&P
or Moody's has withdrawn or suspended such rating); or

     (j) the Originator fails to own and control,  directly or indirectly,  100%
of the outstanding voting stock of the Seller.

Notwithstanding  the  foregoing,  a failure of a  representation  or warranty or
breach of any covenant  described  in clause (a), (c) or (d) above  related to a
Receivable  shall not  constitute  a  Termination  Event if the  Seller has been
deemed to have collected such  Receivable  pursuant to Section 1.5(b) or, before
the Liquidity  Termination  Date,  has adjusted the Sold Interest as provided in
Section  1.5(c)  so  that  such  Receivable  is  no  longer   considered  to  be
outstanding.

         "Tranche" means a portion of the Investment of a Windmill or of the
Committed Purchasers allocated to a Tranche Period pursuant to Section 1.3. A
Tranche is a (i) CP Tranche, (ii) Eurodollar Tranche or (iii) Prime Tranche
depending whether Discount accrues during its Tranche Period based on a (i) CP
Rate, (ii) Eurodollar Rate, or (iii) Prime Rate.

     "Tranche  Period"  means a period of days ending on a Business Day selected
pursuant to Section 1.3,  which (i) for a CP Tranche  shall not exceed 270 days,
(ii) for a Eurodollar  Tranche shall not exceed 180 days,  and (iii) for a Prime
Tranche shall not be less than 2 days and shall not exceed 30 days.

     "Transaction Documents" means this Agreement, the Fee Letter, the Indemnity
Agreement,  the  Pricing  Letter,  the  Purchase  Agreement,  the  Subordination
Agreement,  the  Subordinated  Note and all  other  documents,  instruments  and
agreements executed or furnished in connection herewith or therewith.

     "Transfer Supplement" is defined in Section 9.8.

     "Unbilled  Receivable"  means any amount the Seller  treats as a Receivable
that has not been billed to an Obligor.

     "UCC" means,  for any state,  the Uniform  Commercial  Code as in effect in
such state.

     "USA"  means the  United  States  of  America  (including  all  states  and
political subdivisions thereof).

     "Unused  Commitment"  means,  for any Committed  Purchaser at any time, the
difference between its Commitment and its Investment then outstanding.

     "Unused Aggregate  Commitment"  means, at any time, the difference  between
the Aggregate  Commitment then in effect and the outstanding  Matured  Aggregate
Investment.

     "Windmill" is defined in the first paragraph hereof.

     "Windmill  Funding  Source"  means  any  insurance  company,  bank or other
financial  institution  providing liquidity,  back-up purchase or credit support
for Windmill.

     "Windmill  Settlement"  means the sum of all  claims  and rights to payment
pursuant to Section 1.5 or 1.7 or any other  provision owed to Windmill (or owed
to the Agent or the Collection  Agent for the benefit of Windmill) by the Seller
that, if paid, would be applied to reduce Windmill's Investment.

     "Windmill  Termination  Date" means the  earliest of (a) the  Business  Day
designated  by the Seller with no less than five (5) Business  Days prior notice
to the Agent,  (b) the  Business Day  designated  by Windmill at any time to the
Seller and (c) the Liquidity Termination Date.

     The foregoing  definitions shall be equally applicable to both the singular
and plural forms of the defined terms.  Unless otherwise  inconsistent  with the
terms of this Agreement,  all accounting terms used herein shall be interpreted,
and all accounting  determinations  hereunder  shall be made, in accordance with
GAAP. Amounts to be calculated  hereunder shall be continuously  recalculated at
the time any information relevant to such calculation changes.

<PAGE>

                                  SCHEDULE II

          LIQUIDITY PROVIDERS AND COMMITMENTS OF COMMITTED PURCHASERS

Name of Liquidity Provider                      Commitment
--------------------------

ABN AMRO Bank N.V.                              45,900,000


Enhancer
--------

ABN AMRO Bank N.V.


<PAGE>


                                                                Exhibit 10.6(1)


                                 FIRST AMENDMENT
                          Dated as of October 15, 1997
                                       to
                           RECEIVABLES SALE AGREEMENT
                          Dated as of December 20, 1996

     THIS AMENDMENT (the "Amendment"),  dated as of October 15, 1997, is entered
into among IPL Funding Corporation (the "Seller"), Windmill Funding Corporation,
a Delaware corporation  ("Windmill"),  ABN AMRO Bank N.V., as Windmill's program
letter of credit provider (the "Enhancer"), the Liquidity Provider listed on the
signature  page hereof (the  "Liquidity  Provider")  and ABN AMRO Bank N.V.,  as
agent for Windmill, the Enhancer and the Liquidity Provider (the "Agent").

     Reference is hereby made to that certain Receivables Sale Agreement,  dated
as of December 20, 1997 (as amended,  supplemented or otherwise modified through
the date  hereof,  the  "Sale  Agreement"),  among  the  Seller,  Windmill,  the
Enhancer,  the  Liquidity  Provider  and the Agent.  Terms  used  herein and not
otherwise  defined  herein which are defined in the Sale  Agreement or the other
Transaction  Documents  (as defined in the Sale  Agreement)  shall have the same
meaning herein as defined therein.

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

     Section 1. Subject to the following terms and conditions, including without
limitation  the  conditions  precedent set forth in Section 2, upon execution by
the  parties  hereto in the space  provided  for that  purpose  below,  the Sale
Agreement shall be, and it hereby is, amended as follows:

          (a) The date "October 15, 1997" appearing in clause (d) of the defined
     term  "Liquidity  Termination  Date"  appearing  in  Schedule I of the Sale
     Agreement is deleted and replaced with the date "October 9, 1998".

          (b) The date  "October  15, 1997"  appearing in clause  (c)(ii) of the
     defined  term  "Termination  Date"  appearing  in  Schedule  I of the  Sale
     Agreement is deleted and replaced with the date "October 9, 1998".

     Section 2. Section 1 of this Agreement shall become effective only once the
Agent  has  received,  in form and  substance  satisfactory  to the  Agent,  all
documents and  certificates  as the Agent may  reasonably  request and all other
matters incident to the execution hereof are satisfactory to the Agent.

     Section 3. The Sale  Agreement,  as amended and  supplemented  hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the  other  Transaction  Documents  and all other  documents  executed  in
connection therewith, are in all respects ratified and confirmed. From and after
the date hereof,  the Sale Agreement shall be amended and supplemented as herein
provided, and, except as so amended and supplemented,  the Sale Agreement,  each
of  the  other  Transaction  Documents  and  all  other  documents  executed  in
connection therewith shall remain in full force and effect.

     Section 4. This Amendment may be executed in two or more counterparts, each
of which  shall  constitute  an  original  but both or all of which,  when taken
together, shall constitute but one instrument.

     Section 5. This  Amendment  shall be governed and  construed in  accordance
with the internal laws of the State of Illinois.



<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
and  delivered  by their duly  authorized  officers  as of the date first  above
written.

                                       ABN AMRO BANK N.V., as the Agent,
                                          as the Liquidity Provider and as
                                          the Enhancer


                                       By:   /s/ Thomas J. Educate
                                          ----------------------------------
                                       Title: Vice President
                                             -------------------------------

                                       By:  /s/ S.Sean Chen
                                          ----------------------------------
                                       Title: Vice President
                                             -------------------------------


                                       WINDMILL FUNDING CORPORATION


                                       By: /s/ Richard L. Taiano
                                          -----------------------------------
                                       Title: Vice President
                                             --------------------------------


                                       IPL FUNDING CORPORATION


                                       By: /s/ Steven L. Meyer
                                          -----------------------------------
                                       Title: Treasurer
                                             --------------------------------


<PAGE>


                                                                Exhibit 10.6(2)


                                SECOND AMENDMENT
                           Dated as of October 9, 1998
                                       to
                           RECEIVABLES SALE AGREEMENT
                          Dated as of December 20, 1996

     THIS AMENDMENT (the  "Amendment"),  dated as of October 9, 1998, is entered
into among IPL Funding Corporation (the "Seller"), Windmill Funding Corporation,
a Delaware corporation  ("Windmill"),  ABN AMRO Bank N.V., as Windmill's program
letter of credit provider (the "Enhancer"), the Liquidity Provider listed on the
signature  page hereof (the  "Liquidity  Provider")  and ABN AMRO Bank N.V.,  as
agent for Windmill, the Enhancer and the Liquidity Provider (the "Agent").

     Reference is hereby made to that certain Receivables Sale Agreement,  dated
as of December 20, 1997 (as amended,  supplemented or otherwise modified through
the date  hereof,  the  "Sale  Agreement"),  among  the  Seller,  Windmill,  the
Enhancer,  the  Liquidity  Provider  and the Agent.  Terms  used  herein and not
otherwise  defined  herein which are defined in the Sale  Agreement or the other
Transaction  Documents  (as defined in the Sale  Agreement)  shall have the same
meaning herein as defined therein.

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

     Section 1. Subject to the following terms and conditions, including without
limitation  the  conditions  precedent set forth in Section 2, upon execution by
the  parties  hereto in the space  provided  for that  purpose  below,  the Sale
Agreement shall be, and it hereby is, amended as follows:

          (a) The date "October 9, 1998"  appearing in clause (d) of the defined
     term  "Liquidity  Termination  Date"  appearing  in  Schedule I of the Sale
     Agreement is deleted and replaced with the date "October 4, 1999".

          (b) The date  "October  9, 1998"  appearing  in clause  (c)(ii) of the
     defined  term  "Termination  Date"  appearing  in  Schedule  I of the  Sale
     Agreement is deleted and replaced with the date "October 4, 1999".

     Section 2. Section 1 of this Agreement shall become effective only once the
Agent  has  received,  in form and  substance  satisfactory  to the  Agent,  all
documents and  certificates  as the Agent may  reasonably  request and all other
matters incident to the execution hereof are satisfactory to the Agent.

     Section 3. The Sale  Agreement,  as amended and  supplemented  hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the  other  Transaction  Documents  and all other  documents  executed  in
connection therewith, are in all respects ratified and confirmed. From and after
the date hereof,  the Sale Agreement shall be amended and supplemented as herein
provided, and, except as so amended and supplemented,  the Sale Agreement,  each
of  the  other  Transaction  Documents  and  all  other  documents  executed  in
connection therewith shall remain in full force and effect.

     Section 4. This Amendment may be executed in two or more counterparts, each
of which  shall  constitute  an  original  but both or all of which,  when taken
together, shall constitute but one instrument.

     Section 5. This  Amendment  shall be governed and  construed in  accordance
with the internal laws of the State of Illinois.



<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
and  delivered  by their duly  authorized  officers  as of the date first  above
written.

                                       ABN AMRO BANK N.V., as the Agent,
                                            as the Liquidity Provider
                                            and as the Enhancer


                                       By: /s/ Thomas J. Educate
                                          -----------------------------------
                                       Title: Group Vice President
                                             --------------------------------


                                       By: /s/ signature illegible
                                          -----------------------------------
                                       Title: Vice President
                                             --------------------------------


                                       WINDMILL FUNDING CORPORATION


                                       By: /s/ Andrew L. Stidd
                                          ----------------------------------
                                       Title: President
                                             -------------------------------


                                       IPL FUNDING CORPORATION


                                       By: /s/ Steven L. Meyer
                                          ----------------------------------
                                       Title: Treasurer
                                             -------------------------------


<PAGE>


                                                                Exhibit 10.6(3)


                                 THIRD AMENDMENT
                           Dated as of October 4, 1999
                                       to
                           RECEIVABLES SALE AGREEMENT
                          Dated as of December 20, 1996

     THIS AMENDMENT (the  "Amendment"),  dated as of October 4, 1999, is entered
into among IPL Funding Corporation (the "Seller"), Windmill Funding Corporation,
a Delaware corporation  ("Windmill"),  ABN AMRO Bank N.V., as Windmill's program
letter of credit provider (the "Enhancer"), the Liquidity Provider listed on the
signature  page hereof (the  "Liquidity  Provider")  and ABN AMRO Bank N.V.,  as
agent for Windmill, the Enhancer and the Liquidity Provider (the "Agent").

     Reference is hereby made to that certain Receivables Sale Agreement,  dated
as of December 20, 1996 (as amended,  supplemented or otherwise modified through
the date  hereof,  the  "Sale  Agreement"),  among  the  Seller,  Windmill,  the
Enhancer,  the  Liquidity  Provider  and the Agent.  Terms  used  herein and not
otherwise  defined  herein which are defined in the Sale  Agreement or the other
Transaction  Documents  (as defined in the Sale  Agreement)  shall have the same
meaning herein as defined therein.

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

     Section 1. Subject to the following terms and conditions, including without
limitation  the  conditions  precedent set forth in Section 2, upon execution by
the  parties  hereto in the space  provided  for that  purpose  below,  the Sale
Agreement shall be, and it hereby is, amended as follows:

          (a) The first  sentence  of Section  1.1(a) of the Sale  Agreement  is
     hereby deleted and replaced with the following:

               "Subject to the terms and conditions hereof, the Seller may, from
          time to time before the Liquidity  Termination Date, sell to Windmill,
          or, only if Windmill declines to make the applicable purchase, ratably
          to the Committed Purchasers an undivided percentage ownership interest
          in the Receivables and all related Collections."

          (b)  Section  1.1(c)  of the Sale  Agreement  is  hereby  deleted  and
     replaced with the following:

               (c)  Incremental  Purchases.  In order to request an  Incremental
          Purchase  from a  Purchaser,  the Seller must  provide to the Agent an
          irrevocable   written  request   (including  by  telecopier  or  other
          facsimile  communication)  substantially  in the form of Exhibit A, by
          10:00 a.m.  (Chicago  time) three  Business  Days before the requested
          date (the "Purchase Date") of such Purchase,  specifying the requested
          Purchase Date (which must be a Business Day) and the requested  amount
          (the "Purchase  Amount") of such Purchase,  which must be in a minimum
          amount of  $1,000,000  and  multiples  thereof (or, if less, an amount
          equal to the Maximum  Incremental  Purchase  Amount).  An  Incremental
          Purchase may only be requested from Windmill unless  Windmill,  in its
          sole discretion,  determines not to make such Incremental  Purchase in
          which case the Seller may request such  Incremental  Purchase from the
          Committed Purchasers.  The Agent shall promptly notify the contents of
          any  such  request  to each  Purchaser  from  which  the  Purchase  is
          requested. If Windmill determines, in its sole discretion, to make the
          requested Purchase, Windmill shall transfer to the Agent's Account the
          amount of such Incremental Purchase on the requested Purchase Date. If
          Windmill refuses to make a requested  Purchase and the Seller requests
          the  Incremental  Purchase from the Committed  Purchasers,  subject to
          Section 7.2 and the other terms and conditions hereof,  each Committed
          Purchaser  shall transfer its Ratable Share of the requested  Purchase
          Amount into the Agent's  Account by no later than 12:00 noon  (Chicago
          time) on the Purchase Date. The Agent shall transfer to the Designated
          Account the proceeds of any  Incremental  Purchase  delivered into the
          Agent's Account.

          (c) Section 1.3 of the Sale  Agreement is hereby  deleted and replaced
     with the following:

               Section  1.3.  Selection of Discount  Rates and Tranche  Periods.
          (a)(1) The Seller shall pay Funding Charges with respect to Windmill's


<PAGE>


          Purchase  Interest for each day that any Investment in respect of such
          Purchase  Interest is  outstanding.  Each such Purchase  Interest will
          accrue  Funding  Charges each day based on the Pooled  Allocation.  On
          each  Settlement  Date the  Seller  shall  pay to the  Agent  (for the
          benefit of  Windmill)  an  aggregate  amount  equal to all accrued and
          unpaid  Funding  Charges in respect of such Purchase  Interest for the
          immediately  preceding  Discount  Period;  (2) All  Investment  of the
          Committed  Purchasers  shall  be  allocated  to one or  more  Tranches
          reflecting  the  Discount  Rates  at  which  such  Investment  accrues
          Discount and the Tranche  Periods for which such Discount Rates apply.
          In each request for an Incremental Purchase from a Committed Purchaser
          and three  Business Days before the  expiration of any Tranche  Period
          applicable to any  Committed  Purchaser's  Investment,  the Seller may
          request the Tranche  Period(s) to be applicable to such Investment and
          the  Discount  Rate(s)  applicable  thereto.  All  Investment  of  the
          Committed Purchasers may accrue Discount at either the Eurodollar Rate
          or the Prime Rate, in all cases as established for each Tranche Period
          applicable  to such  Investment.  Each Tranche shall be in the minimum
          amount  of  $1,000,000  and in  multiples  thereof  or, in the case of
          Discount  accruing at the Prime Rate, in any amount of Investment that
          otherwise  has not been  allocated  to  another  Tranche  Period.  Any
          Investment  of the  Committed  Purchasers  not  allocated to a Tranche
          Period shall be a Prime Tranche.  During the pendency of a Termination
          Event,  the Agent may  reallocate  any  outstanding  Investment of the
          Committed  Purchasers to a Prime Tranche.  All Discount accrued on the
          Investment of the Committed  Purchasers  during a Tranche Period shall
          be payable by the  Seller on the last day of such  Tranche  Period or,
          for a  Eurodollar  Tranche  with a Tranche  Period of more than  three
          months, 90 days after the  commencement,  and on the last day, of such
          Tranche Period.

               (b) The Agent  shall  allocate  the  Investment  of  Windmill  to
          Tranche  Periods in its sole  discretion.  If, by the time required in
          Section 1.3(a),  the Seller fails to select a Discount Rate or Tranche
          Period for any Investment of the Committed Purchasers,  such amount of
          Investment shall automatically accrue Discount at the Prime Rate for a
          three  Business Day Tranche  Period.  Any  Investment  purchased  from
          Windmill  pursuant to the Transfer  Agreement shall accrue interest at
          the Prime Rate and have an initial  Tranche  Period of three  Business
          Days.

               (c) If the Agent or any Committed  Purchaser  determines (i) that
          maintenance of any Eurodollar Tranche would violate any applicable law
          or regulation,  (ii) that deposits of a type and maturity  appropriate
          to match  fund any of such  Purchaser's  Eurodollar  Tranches  are not
          available or (iii) that the maintenance of any Eurodollar Tranche will
          not  adequately  and  fairly  reflect  the cost of such  Purchaser  of
          funding  Eurodollar  Tranches,  then the Agent,  upon the direction of
          such Purchaser,  shall suspend the  availability of, and terminate any
          outstanding,  Eurodollar Tranche so affected. All Investment allocated
          to any such  terminated  Eurodollar  Tranche shall be reallocated to a
          Prime Rate Tranche.

          (d) The defined term "Federal  Funds Rate"  appearing in Schedule I to
     the Sale Agreement is hereby deleted and replaced with the following:

               "Federal  Funds  Rate"  means for any day the  average of (i) the
          rates per annum as determined by ABN AMRO at which  overnight  Federal
          funds  are  offered  to ABN AMRO  for  such day by major  banks in the
          interbank  market,  and (ii) if ABN AMRO is borrowing  overnight funds
          from a Federal  Reserve  Bank  that day,  the rates per annum at which
          such overnight  borrowings are made on that day. Each determination of
          the Federal Funds Rate by ABN AMRO shall be conclusive  and binding on
          the Seller except in the case of manifest error.

          (e) The date "October 4, 1999"  appearing in clause (d) of the defined
     term  "Liquidity  Termination  Date"  appearing  in  Schedule I of the Sale
     Agreement is deleted and replaced with the date "October 2, 2000".

          (f) The date  "October  4, 1999"  appearing  in clause  (c)(ii) of the
     defined  term  "Termination  Date"  appearing  in  Schedule  I of the  Sale
     Agreement is deleted and replaced with the date "October 2, 2000".

          (g) The defined term "Windmill Termination Date" appearing in Schedule
     I to the Sale Agreement is hereby deleted and replaced with the following:


<PAGE>


               "Windmill  Termination  Date"  means  the  earliest  of  (a)  the
          Business Day  designated by Windmill at any time to the Seller and (b)
          the Liquidity Termination Date.

          (h) The following definitions shall be added to Schedule I to the Sale
     Agreement, as alphabetically appropriate:

               "Allocated  Commercial Paper" means commercial paper notes issued
          by Windmill for a tenor and in an amount specifically requested by any
          Person in connection with a Receivable Purchase Facility.

               "Break Funding Costs" means for any Pool Funded Purchase Interest
          amounts payable to Windmill under the applicable  Receivables Purchase
          Facility in connection  with any prepayment or amortization if amounts
          payable  thereunder in excess of the amount of the  investment or loan
          prepaid or  amortized  and  accrued  and unpaid  interest  or discount
          thereon.

               "Discount  Period" means,  with respect to any Settlement Date or
          the  Liquidity  Termination  Date,  the period from and  including the
          preceding  Settlement  Date (or if  none,  the  date  that  the  first
          Incremental  Purchase is made  hereunder)  to but not  including  such
          Settlement Date or Liquidity Termination Date, as applicable.

               "Funding  Charges"  means,  for each day, the sum of (i) discount
          accrued on Pooled  Commercial Paper on such day, plus (ii) any and all
          accrued  commissions  in respect of  placement  agents and  commercial
          paper dealers in respect of such Pooled Commercial Paper for such day,
          plus (iii)  issuing and paying  agents'  fees  incurred on such Pooled
          Commercial  Paper for such day, plus (iv) other costs  associated with
          funding  small or  odd-lot  amounts  with  respect  to all  Receivable
          Purchase  Facilities  which are funded by Pooled  Commercial Paper for
          such day, minus (v) any accrual of income net of expenses  received on
          such day from investment of collections  received under all Receivable
          Purchase  Facilities funded with Pooled  Commercial Paper,  minus (vi)
          any  payment  received on such day net of expenses in respect of Break
          Funding Costs related to the prepayment of any Purchase Interests held
          by  Windmill  pursuant  to  the  terms  of  any  Receivable   Purchase
          Facilities funded substantially with Pooled Commercial Paper.

               "Pool Funded Purchase  Interest" means each investment or loan of
          Windmill  under a  Receivables  Purchase  Facility  funded with Pooled
          Commercial Paper.

               "Pooled   Allocation"   means,  for  each  Pool  Funded  Purchase
          Interest,  an amount  each day equal to the  product of (i) the Pooled
          Percentage  Share of such Purchase  Interest on such day multiplied by
          (ii) the aggregate amount of Funding Charges for such day.

               "Pooled   Commercial  Paper"  means  commercial  paper  notes  of
          Windmill  except (A)  Allocated  Commercial  Paper,  and (B) Specially
          Pooled Paper.

               "Pooled  Percentage  Share" means,  for each Pool Funded Purchase
          Interest,  a fraction  (expressed  as a  percentage)  the numerator of
          which is equal to the  Investment  associated  with such  Pool  Funded
          Purchase  Interest  and the  denominator  of  which  is  equal  to the
          aggregate  amount of all outstanding  investment (or comparable  terms
          used in any  Receivable  Purchase  Facility) held by Windmill which is
          funded substantially with Pooled Commercial Paper.

               "Receivable  Purchase  Facility" means any  receivables  purchase
          agreement,  loan agreement or other similar contractual arrangement to
          which  Windmill  is a party  relating  to the  transfer,  purchase  or
          financing of receivables or other assets.

               "Settlement Date" means the 20th day of each calendar month.

               "Specially  Pooled Paper" means the  aggregate of all  commercial
          paper notes of Windmill issued in connection with receivables purchase
          facilities  designated  from  time to time by the  Agent  (in its sole
          discretion). Specially Pooled Paper will not include Pooled Commercial
          Paper or Allocated Commercial Paper at any time.


<PAGE>


          (i) Exhibit A to the Sale  Agreement  is hereby  deleted and  replaced
     with the Exhibit A attached hereto.

     Section 2. Section 1 of this Agreement shall become effective only once the
Agent  has  received,  in form and  substance  satisfactory  to the  Agent,  all
documents and  certificates  as the Agent may  reasonably  request and all other
matters incident to the execution hereof are satisfactory to the Agent.

     Section 3. The Sale  Agreement,  as amended and  supplemented  hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the  other  Transaction  Documents  and all other  documents  executed  in
connection therewith, are in all respects ratified and confirmed. From and after
the date hereof,  the Sale Agreement shall be amended and supplemented as herein
provided, and, except as so amended and supplemented,  the Sale Agreement,  each
of  the  other  Transaction  Documents  and  all  other  documents  executed  in
connection therewith shall remain in full force and effect.

     Section 4. This Amendment may be executed in two or more counterparts, each
of which  shall  constitute  an  original  but both or all of which,  when taken
together, shall constitute but one instrument.

     Section 5. This  Amendment  shall be governed and  construed in  accordance
with the internal laws of the State of Illinois.


<PAGE>


     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
and  delivered  by their duly  authorized  officers  as of the date first  above
written.

                                       ABN AMRO BANK N.V., as the Agent,
                                          as the Liquidity Provider
                                          and as the Enhancer



                                       By: /s/ Thomas J. Educate
                                          ------------------------------------
                                       Title: Group Vice President
                                             ---------------------------------


                                       By: /s/ S. Sean Chem
                                          ------------------------------------
                                       Title: Senior Vice President
                                             ---------------------------------


                                       WINDMILL FUNDING CORPORATION



                                       By: /s/ Andrew L. Stidd
                                          ------------------------------------
                                       Title: President
                                             ---------------------------------


                                       IPL FUNDING CORPORATION



                                       By: /s/ Steven L. Meyer
                                          ------------------------------------
                                       Title: Treasurer
                                             ---------------------------------



<PAGE>
                                    EXHIBIT A
                                       TO
                           RECEIVABLES SALE AGREEMENT

                      FORM OF INCREMENTAL PURCHASE REQUEST


                              ______________, 199_



ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725
135 South LaSalle Street
Chicago, Illinois 60674-9135
Attn:  Purchaser Agent-Windmill

    Re:Receivables Sale Agreement dated as of December 20, 1996 (as amended, the
                "Sale Agreement") among IPL Funding Corporation, as Seller,
                          ABN AMRO Bank N.V., as Agent,
                          and the Purchasers thereunder

Ladies and Gentlemen:

     The undersigned  Seller under the  above-referenced  Sale Agreement  hereby
confirms its has requested an Incremental  Purchase of  $___________ by Windmill
under the Sale Agreement.  [In the event Windmill is unable or unwilling to make
the requested  Incremental  Purchase,  the Seller hereby requests an Incremental
Purchase of $___________ by the Committed Purchasers under the Sale Agreement at
the [Eurodollar Rate with a Tranche Period of _____ months.] [Prime Rate]].

     Attached  hereto as  Schedule I is  information  relating  to the  proposed
Incremental  Purchase  required  by the Sale  Agreement.  If on the date of this
Incremental  Purchase Request  ("Notice"),  an Interim Liquidation is in effect,
this  Notice   revokes  our  request  for  such  Interim   Liquidation  so  that
Reinvestment  Purchases  shall  immediately  commence in accordance with Section
1.1(d) of the Sale Agreement.

         The Seller hereby certifies that both before and after giving effect to
[each of] the proposed Incremental Purchase[s] contemplated hereby and the use
of the proceeds therefrom, all of the requirements of Section 7.2 of the Sale
Agreement have been satisfied.

                                       Very truly yours,

                                       IPL FUNDING CORPORATION



                                       By_______________________________________
                                       Title____________________________________


<PAGE>
                                   SCHEDULE I
                                       TO
                          INCREMENTAL PURCHASE REQUESTS


               SUMMARY OF INFORMATION RELATING TO PROPOSED SALE(S)

     1.       Dates, Amounts, Purchaser(s), Proposed Tranche Periods

A1   Date of Notice                                                    _________


A2   Measurement Date (the last
     Business Day of the preceding
     calendar month or the preceding
     Business Day, as applicable)                                      _________

A3   Proposed Purchase Dates          _________  _________  _________  _________
     (each of which is a
     Business Day)

A4   Respective Proposed
     Incremental Purchase on
     each such Purchase Date         $_________ $_________ $_________ $_________
     (each Incremental                  (A4A)       (A4B)     (A4C)       (A4D)
     Purchase must be in a
     minimum amount of
     $1,000,000 and multiples
     thereof, or, if less, an
     amount equal to the
     Maximum Incremental
     Purchase Amount)

A5   Proposed Allocation
     among Purchasers

          Windmill         $_________    $_________    $_________   $_________

          Liquidity
            Providers      $_________    $_________    $_________   $_________

          Enhancer         $_________    $_________    $_________   $_________

A6   Tranche Period
     and, for Committed
     Purchasers, Tranche Rate(s)

          Starting Date    _________      _________     _________    _________
          Ending Date      _________      _________     _________    _________
          Number of Days   _________      _________     _________    _________
          Prime or Eurodollar
          (for Committed
          Purchasers only) _________      _________     _________    _________


     Each proposed  Purchase Date must be a Business Day and must occur no later
     than two weeks after the  Measurement  Date set forth above.  The choice of
     Measurement  Date  is a  risk  undertaken  by  the  Seller.  If a  selected
     Measurement  Date is not the applicable  Purchase Date, the Seller's choice
     and  disclosure of such date shall not in any manner  diminish or waive the
     obligation of the Seller to assure the Purchasers that, after giving effect
     to the proposed  Purchase,  the actual Sold Interest as of the date of such
     proposed Purchase does not exceed 100%.


<PAGE>


                                                                Exhibit 10.6(4)


                                FOURTH AMENDMENT
                           Dated as of October 2, 2000
                                       to
                           RECEIVABLES SALE AGREEMENT
                          Dated as of December 20, 1996

     THIS AMENDMENT (the  "Amendment"),  dated as of October 2, 2000, is entered
into among IPL Funding Corporation (the "Seller"), Windmill Funding Corporation,
a Delaware corporation  ("Windmill"),  ABN AMRO Bank N.V., as Windmill's program
letter of credit provider (the "Enhancer"), the Liquidity Provider listed on the
signature  page hereof (the  "Liquidity  Provider")  and ABN AMRO Bank N.V.,  as
agent for Windmill, the Enhancer and the Liquidity Provider (the "Agent").

     Reference is hereby made to that certain Receivables Sale Agreement,  dated
as of December 20, 1996 (as amended,  supplemented or otherwise modified through
the date  hereof,  the  "Sale  Agreement"),  among  the  Seller,  Windmill,  the
Enhancer,  the  Liquidity  Provider  and the Agent.  Terms  used  herein and not
otherwise  defined  herein which are defined in the Sale  Agreement or the other
Transaction  Documents  (as defined in the Sale  Agreement)  shall have the same
meaning herein as defined therein.

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

     Section 1. Subject to the following terms and conditions, including without
limitation  the  conditions  precedent set forth in Section 2, upon execution by
the  parties  hereto in the space  provided  for that  purpose  below,  the Sale
Agreement shall be, and it hereby is, amended as follows:

          (a) The date "October 2, 2000"  appearing in clause (d) of the defined
     term  "Liquidity  Termination  Date"  appearing  in  Schedule I of the Sale
     Agreement is deleted and replaced with the date "October 1, 2001".

          (f) The date  "October  2, 2000"  appearing  in clause  (c)(ii) of the
     defined  term  "Termination  Date"  appearing  in  Schedule  I of the  Sale
     Agreement is deleted and replaced with the date "October 1, 2001".

     Section 2. Section 1 of this Agreement shall become effective only once the
Agent  has  received,  in form and  substance  satisfactory  to the  Agent,  all
documents and  certificates  as the Agent may  reasonably  request and all other
matters incident to the execution hereof are satisfactory to the Agent.

     Section 3. The Sale  Agreement,  as amended and  supplemented  hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the  other  Transaction  Documents  and all other  documents  executed  in
connection therewith, are in all respects ratified and confirmed. From and after
the date hereof,  the Sale Agreement shall be amended and supplemented as herein
provided, and, except as so amended and supplemented,  the Sale Agreement,  each
of  the  other  Transaction  Documents  and  all  other  documents  executed  in
connection therewith shall remain in full force and effect.

     Section 4. This Amendment may be executed in two or more counterparts, each
of which  shall  constitute  an  original  but both or all of which,  when taken
together, shall constitute but one instrument.

     Section 5. This  Amendment  shall be governed and  construed in  accordance
with the internal laws of the State of Illinois.



<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
and  delivered  by their duly  authorized  officers  as of the date first  above
written.

                                       ABN AMRO BANK N.V., as the Agent,
                                           as the Liquidity Provider
                                           and as the Enhancer



                                       By: /s/ Joseph McManus
                                          -----------------------------------
                                       Title: Vice President
                                             --------------------------------


                                       By: /s/ Thomas J. Eduate
                                          -----------------------------------
                                       Title: Group Vice President
                                             --------------------------------

                                       WINDMILL FUNDING CORPORATION



                                       By: /s/ Andrew L. Stidd
                                          -----------------------------------
                                       Title: President
                                             --------------------------------


                                       IPL FUNDING CORPORATION



                                       By: /s/ Daniel L. Short
                                          -----------------------------------
                                       Title: Treasurer
                                             --------------------------------


<PAGE>


                                                                Exhibit 10.6(5)


                                 FIFTH AMENDMENT
                           Dated as of October 1, 2001
                                       to
                           RECEIVABLES SALE AGREEMENT
                          Dated as of December 20, 1996

     THIS AMENDMENT (the  "Amendment"),  dated as of October 1, 2001, is entered
into among IPL Funding Corporation (the "Seller"), Windmill Funding Corporation,
a Delaware corporation  ("Windmill"),  ABN AMRO Bank N.V., as Windmill's program
letter of credit provider (the "Enhancer"), the Liquidity Provider listed on the
signature  page hereof (the  "Liquidity  Provider")  and ABN AMRO Bank N.V.,  as
agent for Windmill, the Enhancer and the Liquidity Provider (the "Agent").

     Reference is hereby made to that certain Receivables Sale Agreement,  dated
as of December 20, 1996 (as amended,  supplemented or otherwise modified through
the date  hereof,  the  "Sale  Agreement"),  among  the  Seller,  Windmill,  the
Enhancer,  the  Liquidity  Provider  and the Agent.  Terms  used  herein and not
otherwise  defined  herein which are defined in the Sale  Agreement or the other
Transaction  Documents  (as defined in the Sale  Agreement)  shall have the same
meaning herein as defined therein.

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

     Section 1. Subject to the following terms and conditions, including without
limitation  the  conditions  precedent set forth in Section 2, upon execution by
the  parties  hereto in the space  provided  for that  purpose  below,  the Sale
Agreement shall be, and it hereby is, amended as follows:

          (a) "Prime Rate" means, for any period,  the daily average during such
     period of (a) the greater of (i) the floating  commercial  Dollar loan rate
     per  annum  of ABN  AMRO  (which  rate is a  reference  rate  and  does not
     necessarily  represent  the  lowest or best rate  actually  charged  to any
     customer  by ABN AMRO)  announced  from time to time,  changing as and when
     said rate  changes  and (ii) the  Federal  Funds  Rate plus  0.75% plus (b)
     during the  pendency of a  Termination  Event,  2.50% for  Investment  of a
     Liquidity Provider and for Investment of the Enhancer.

          (b) The date "October 1, 2001"  appearing in clause (d) of the defined
     term  "Liquidity  Termination  Date"  appearing  in  Schedule I of the Sale
     Agreement is deleted and replaced with the date "September 30, 2002".

          (c) The date  "October  1, 2001"  appearing  in clause  (c)(ii) of the
     defined  term  "Termination  Date"  appearing  in  Schedule  I of the  Sale
     Agreement is deleted and replaced with the date "September 30, 2002".

     Section 2. Section 1 of this Agreement shall become effective only once the
Agent  has  received,  in form and  substance  satisfactory  to the  Agent,  all
documents and  certificates  as the Agent may  reasonably  request and all other
matters incident to the execution hereof are satisfactory to the Agent.

     Section 3. The Sale  Agreement,  as amended and  supplemented  hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the  other  Transaction  Documents  and all other  documents  executed  in
connection therewith, are in all respects ratified and confirmed. From and after
the date hereof,  the Sale Agreement shall be amended and supplemented as herein
provided, and, except as so amended and supplemented,  the Sale Agreement,  each
of  the  other  Transaction  Documents  and  all  other  documents  executed  in
connection therewith shall remain in full force and effect.

     Section 4. This Amendment may be executed in two or more counterparts, each
of which  shall  constitute  an  original  but both or all of which,  when taken
together, shall constitute but one instrument.

     Section 5. This  Amendment  shall be governed and  construed in  accordance
with the internal laws of the State of Illinois.



<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
and  delivered  by their duly  authorized  officers  as of the date first  above
written.

                                       ABN AMRO BANK N.V., as the Agent,
                                          as the Liquidity Provider
                                          and as the Enhancer



                                       By: /s/ Nancy Capecci
                                          -----------------------------------
                                       Title: Group Vice President
                                             --------------------------------


                                       By: /s/ Vevin J. Hayes
                                          -----------------------------------
                                       Title: Vice President
                                             --------------------------------



                                       WINDMILL FUNDING CORPORATION


                                       By: /s/ Bernard J. Angelo
                                          -----------------------------------
                                       Title: Vice President
                                             --------------------------------


                                       IPL FUNDING CORPORATION


                                       By: /s/ William H. Henley
                                          -----------------------------------
                                       Title: President
                                             --------------------------------