Exhibit 10.10


                                 LOAN AGREEMENT

                                  BY AND AMONG

                       INDIANAPOLIS POWER & LIGHT COMPANY,

                               ABN AMRO BANK N.V.

                    UNION PLANTERS BANK NATIONAL ASSOCIATION

                                       AND

           OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO

                                       AND

                   ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT


                                 $30,000,000.00

                             Dated November 1, 2000


<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
ARTICLE I

  DEFINITIONS AND ACCOUNTING AND OTHER TERMS...................................1
  Section 1.1.      Certain Defined Terms......................................1
  Section 1.2.      Accounting Terms...........................................4
  Section 1.3.      Other Terms................................................5

ARTICLE II

  AMOUNT AND TERMS OF THE LOANS................................................5
  Section 2.1.      Advances...................................................5
           (A)      Amount.....................................................5
           (B)      Notice and Manner of Borrowing.............................5
           (C)      Interest...................................................6
           (D)      Payments...................................................6
           (E)      Maturity...................................................7
           (F)      Extension..................................................7
           (G)      The Agent..................................................7
           (H)      Optional Reduction of Commitment..........................10
  Section 2.2.      Notations.................................................10
  Section 2.3.      Computation of Interest...................................11
  Section 2.4.      Time of Payments and Prepayments in
                        Immediately Available Funds and Setoff................11
           (A)      Time......................................................11
           (B)      Setoff....................................................11
           (C)      Unconditional Obligations and No Deductions...............12
  Section 2.5.      Payment on Non-Business Days..............................12
  Section 2.6.      Use of Proceeds...........................................12
  Section 2.7.      Loan Advancements and Payments............................12
  Section 2.8.      Facility Fee..............................................12
  Section 2.9.      Reimbursement of Costs....................................13
  Section 2.10.     Conversion................................................13
  Section 2.11.     Increased Costs...........................................13
  Section 2.12.     Illegality................................................14

ARTICLE III

  CONDITIONS OF LENDING.......................................................14
  Section 3.1.      Conditions Precedent to all Advances......................14
  Section 3.2.      Necessary Documents.......................................14

ARTICLE IV

  REPRESENTATIONS AND WARRANTIES..............................................15
  Section 4.1.      Representations and Warranties of Borrower................15
           (A)      Organization and Existence................................15
           (B)      Authorization and Absence of Defaults.....................15
           (C)      Acquisition of Consents...................................16
           (D)      Validity and Enforceability...............................16
           (E)      Financial Information.....................................16
           (F)      No Litigation.............................................16
           (G)      Regulation U..............................................16
           (H)      Absence of Adverse Agreements.............................17
           (I)      Taxes.....................................................17
           (J)      Ownership of Properties...................................17
           (K)      Accuracy of Representations and Warranties................17
           (L)      No Investment Company.....................................17
           (M)      Solvency..................................................17
           (N)      Licenses, Registrations, and Compliance with Laws.........18
           (O)      Principal Place of Business; Books and Records............18
           (P)      Title to Assets and Properties............................18
           (Q)      Material Adverse Change...................................18

ARTICLE V

  COVENANTS OF BORROWER.......................................................18
  Section 5.1.      Affirmative Covenants of Borrower
                        Other Than Reporting Requirements.....................18
           (A)      Payment of Taxes..........................................19
           (B)      Preservation of Existence.................................19
           (C)      Compliance with Laws......................................19
           (D)      Visitation Rights.........................................19
           (E)      Keening of Records and Books of Account...................19
           (F)      Maintenance of Properties.................................20
           (G)      Other Documents...........................................20
           (H)      Environmental Liability...................................20
           (I)      Additional Assurances.....................................20
           (J)      Purposes..................................................21
           (K)      ERISA Compliance..........................................21
  Section 5.2.      Negative Covenants of Borrower............................21
           (A)      Liens.....................................................21
           (B)      Assumptions or Guaranties of Indebtedness.................22
           (C)      Dissolution...............................................23
           (D)      Sale of Assets............................................23
           (E)      Change in Nature of Business..............................23
           (F)      Sale and Leaseback........................................23
           (G)      Sale of Accounts..........................................23
           (H)      Indebtedness..............................................23
           (I)      Other Agreements..........................................24
           (J)      Payment or Prepayment of Other Loans......................24
           (K)      Change of Fiscal Year.....................................24
           (L)      Subordination of Claims...................................24
           (M)      Dividends.................................................24
           (N)      Capital Expenditures......................................24
           (O)      Financial Covenants.......................................25
  Section 5.3.      Reporting Requirements....................................25

ARTICLE VI

  EVENTS OF DEFAULT...........................................................27
  Section 6.1.      Events of Default.........................................27

ARTICLE VII

  REMEDIES OF BANK............................................................28

ARTICLE VIII

  MISCELLANEOUS...............................................................29
  Section 8.1.      Consent to Jurisdiction and Service of Process............29
  Section 8.2.      Rights and Remedies Cumulative............................30
  Section 8.3.      Delay or Omission Not Waiver..............................30
  Section 8.4.      Amendments................................................30
  Section 8.5.      Addresses for Notices.....................................30
  Section 8.6.      Costs, Expenses, and Taxes................................31
  Section 8.7.      Participations............................................32
  Section 8.8.      Binding Effect; Assignment................................32
  Section 8.9.      Actual Knowledge..........................................33
  Section 8.10.     Governing Law.............................................33
  Section 8.11.     Severability of Provisions................................33
  Section 8.12.     Headings..................................................33



<PAGE>
                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT  ("Agreement")  is effective as of November 1, 2000, by
and among  INDIANAPOLIS POWER & LIGHT COMPANY,  an Indiana  corporation with its
principal place of business at One Monument Circle, Indianapolis,  Indiana 46204
("Borrower"),  each of the financial institutions from time to time party hereto
(each a "Bank" and  collectively,  the  "Banks"),  and ABN AMRO Bank N.V. in its
capacity as administrative agent for the Banks.

                          W I T N E S S E T H T H A T:

     WHEREAS,  the  Borrower  desires to obtain the several  commitments  of the
Banks to make available a revolving credit for loans as described herein; and

     WHEREAS,  the Banks are willing to extend such several  commitments subject
to  all  of  the  terms  and   conditions   hereof  and  on  the  basis  of  the
representations and warranties hereinafter set forth.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  Banks, Agent and Borrower agree as
follows:

                                   ARTICLE I

                   DEFINITIONS AND ACCOUNTING AND OTHER TERMS

     Section  1.1.  Certain  Defined  Terms.  As  used in  this  Agreement,  the
following words, terms and/or phrases shall have the following meanings and such
meanings  shall be applicable to both the singular and plural forms of the terms
defined:

     "ABN AMRO" means ABN AMRO Bank N.V.

     "ABN  AMRO  Note"  means  the  Revolving  Line of  Credit  Promissory  Note
(Unsecured) in the amount of Fifteen Million and No/100 Dollars ($15,000,000.00)
dated effective as of November 1, 2000 executed by Borrower in favor of ABN AMRO
in  its  capacity  as  a  Bank  substantially  in  the  form  (with  appropriate
insertions)  of Exhibit A attached to this  Agreement,  and any  replacement  or
substitute  promissory  note  issued by  Borrower  to ABN AMRO  pursuant to this
Agreement.

     "Agent"  means ABN AMRO in its  capacity  as  administrative  agent for the
Banks and not in its individual capacity as a Bank,  including any successors or
assigns.

     "Aggregate   Commitment"   means   Thirty   Million   and  No/100   Dollars
($30,000,000.00), representing the aggregate of the Commitments of the Banks.

     "Agreement"  means  this Loan  Agreement,  as from time to time  amended or
restated in accordance with the terms hereof.

     "A.M." means a time from and including  12:00  midnight on any Business Day
to but not  including  12:00 noon on such Business Day using  Chicago,  Illinois
time.

     "Bank" or "Banks" has the meaning  assigned in the first  paragraph of this
Agreement, including respective successors and assigns of each Bank.

     "Base  Rate"  means the  fluctuating  rate of  interest  which is  publicly
announced  from time to time by the Agent at its principal  place of business as
being its "Prime Rate" or "Base Rate" thereafter in effect,  with each change in
the Base  Rate  automatically,  immediately  and  without  notice  changing  the
fluctuating interest rate thereafter applicable hereunder,  it being agreed that
the Base Rate is not  necessarily  the lowest rate of interest then available on
fluctuating rate loans.

     "Borrower"  has  the  meaning  assigned  in the  first  paragraph  of  this
Agreement.

     "Business  Day" means any day which is not (a) a Saturday,  Sunday or legal
holiday on which banking institutions in the State of Indiana, State of Illinois
or the city in which the  office of Agent is  located  is  authorized  to remain
closed, or (b) a day on which the New York Stock Exchange is closed

     "Closing Date" means November 1, 2000.

     "Commitment"  means for each Bank,  its  commitment to make the Loan as set
forth in  Article  II  hereof up to the  maximum  outstanding  amount  set forth
therein and as such amount may be reduced from time to time in  accordance  with
the terms of this Agreement.

     "Default"  means an event or  condition  which with the giving of notice or
lapse of time or both would become an Event of Default.

     "Dollars"  and the sign "$" mean  lawful  money  of the  United  States  of
America.

     "Events  of  Default"  has the  meaning  assigned  in  Section  6.1 of this
Agreement.

     "Exhibit"  means,  when followed by a letter,  the exhibit attached to this
Agreement  bearing that letter and by such reference fully  incorporated in this
Agreement.

     "FDIC Assessment Rate" means the rate (rounded upward, if necessary, to the
nearest  1/100 of one percent  (.01%))  equal to the rate at which  premiums for
deposit insurance are then charged by the Federal Deposit Insurance  Corporation
(or any successor) for insuring time deposits at offices of Bank.

     "Federal Funds Effective Rate" means,  for any day, 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 on the next
succeeding  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 the day of such  transactions  received  by Bank from  three (3)
Federal funds brokers of recognized  standing  selected by it. If for any reason
Bank shall have  determined  (which  determination  shall be  conclusive  absent
manifest error) that it is unable to ascertain the Federal Funds Effective Rate,
for any reason,  including the inability or failure of Bank to obtain sufficient
quotations  in  accordance  with the terms  thereof,  the Floating Rate shall be
determined  without  regard  to the  Federal  Funds  Effective  Rate,  until the
circumstances giving rise to such inability no longer exist.

     "Financing Documents" means,  collectively,  this Agreement, the Notes, and
each other  agreement,  instrument  or document  now or  hereafter  executed and
delivered in connection herewith or therewith.

     "Fixed  Rate" means the rate per annum as quoted by Agent (with the consent
of each Bank) at the time of a Loan which rate shall be fixed up to one  hundred
eighty (180) days.

     "Fixed Rate Loan"  means a Loan which  bears  interest at the Fixed Rate as
quoted by the Agent (with the consent of each Bank).

     "Floating Rate" means the rate per annum (rounded upwards, if necessary, to
the next 1/16 of one percent (.0625%)) equal to the greater of (a) the Base Rate
in effect on such day,  and (b) the Federal  Funds  Effective  Rate in effect on
such day plus one-quarter (1/4) of one percent (1%) per annum.

     "Floating  Rate Loan"  means a Loan which bears  interest  at the  Floating
Rate.

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

     "Indebtedness"  means all  obligations  and  liabilities of Borrower to any
Person (including without limitation all debts, claims and indebtedness) whether
primary, secondary, direct, contingent, fixed or payable, heretofore, now and/or
from time to time hereafter owing, due or payable,  however evidenced,  created,
incurred,  acquired or owing and however arising,  whether under written or oral
agreement,  operation  of law,  or  otherwise.  Indebtedness  includes,  without
limiting the generality of the foregoing:  (a) obligations or liabilities of any
Person that are secured by any lien,  claim,  encumbrance,  or security interest
upon property  owned by Borrower even though  Borrower has not assumed or become
liable for the payment therefor;  and (b) obligations or liabilities  created or
arising under any lease of real or personal  property,  or  conditional  sale or
other title retention agreement with respect to property used and/or acquired by
Borrower,  even  though the rights and  remedies of the  lessor,  seller  and/or
lender thereunder are limited to repossession of such property.

     "Interest Period" means with respect to any Loan, the period (not exceeding
180 days) as quoted by the Agent (with the consent of each Bank) mutually agreed
to by the Agent, Banks and Borrower commencing on the date of the Loan.

     "Lien"  means any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,   encumbrances,  liens  (statutory  or  other)  or  other  security
agreement  or  preferential   arrangement  of  any  kind  or  nature  whatsoever
(including  without  limitation any  conditional  sale or other title  retention
agreement) having substantially the same economic effect as any of the foregoing
and  the  filing  of  any  financing  statement  under  the  applicable  Uniform
Commercial  Code or comparable law of any  jurisdiction in respect of any of the
foregoing.

     "Loans"  shall  have  the  meaning  assigned  in  Section  2.1(A)  of  this
Agreement.

     "Loan  Request"  shall have the  meaning  set forth in Section  2.7 of this
Agreement.

     "Notes" means  collectively  the ABN AMRO Note, the Union Planters Note and
all other  promissory  notes of Borrower from time to time issued to Banks under
the terms of this Agreement.

     "P.M."  means a time from and  including  12:00 noon on any Business Day to
the end of such Business Day using Chicago, Illinois time.

     "Person" means any  individual,  sole  proprietorship,  partnership,  joint
venture,  trust,  unincorporated  organization,  association,  limited liability
company,  corporation,   institution,   entity,  party  or  government  (whether
national,  federal,  state,  county,  city,  municipal or  otherwise,  including
without limitation,  any instrumentality,  division,  agency, body or department
thereof).

     "Regulation D" means  Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation  or official  interpretation  of said Board of Governors  relating to
reserve requirements applicable to member banks of the Federal Reserve System.

     "Regulatory  Change"  means (a) any change after the Closing Date in United
States  federal,  state or foreign  laws,  regulations,  treaties or  directives
(including  Regulation  D of the  Board  of  Governors  of the  Federal  Reserve
System),  (b)  any  change  in  the  interpretation  of  the  foregoing  by  any
governmental   authority  charged  with  the  administration  or  interpretation
thereof,  or (c) any change in the manner in which  existing  guidelines  of any
federal or state governmental authority are enforced.

     "Section"  means,  when followed by a number,  the section or subsection of
this Agreement bearing that number.

     "Termination  Date"  means  October 31,  2001,  as the same may be extended
pursuant  to the  terms  hereof  or any  earlier  date on  which  the  Aggregate
Commitment  is reduced to zero or  otherwise  terminated  pursuant  to the terms
hereof.

     "Union Planters" means Union Planters Bank, National Association

     "Union  Planters Note" means the Revolving Line of Credit  Promissory  Note
(Unsecured)   in  the  amount  of  Fifteen   Million   and   no/100ths   Dollars
($15,000,000.00)  dated effective as of November 1, 2000 executed by Borrower in
favor of Union Planters substantially in the form (with appropriate  insertions)
of Exhibit A attached  to this  Agreement,  and any  replacement  or  substitute
promissory note issued by Borrower to Union Planters pursuant to this Agreement.

     Section  1.2.  Accounting  Terms.  All  accounting  terms not  specifically
defined  herein shall be  construed in  accordance  with GAAP,  calculations  of
amounts for the  purposes  of  calculating  any  financial  covenants  or ratios
hereunder  shall  be made in  accordance  with  GAAP,  and  all  financial  data
submitted pursuant to this Agreement shall be prepared in accordance with GAAP.

     Section 1.3. Other Terms. The words "hereof,"  "herein" and "hereunder" and
words  of  similar  import  when  used in this  Agreement  shall  refer  to this
Agreement as a whole and not to any particular provision of this Agreement.

                                   ARTICLE II

                          AMOUNT AND TERMS OF THE LOANS

     Section 2.1. Loans.

          (A)  Amount.  From and  including  the date  hereof  and  prior to the
     Termination Date, each Bank agrees,  subject to the terms and conditions of
     this Agreement,  as amended from time to time, including but not limited to
     the conditions precedent contained in Section 3.1 hereof, and provided that
     a Default or an Event of Default is not then in existence or would not then
     be created thereby,  to make loans (singly and collectively herein referred
     to as a "Loan" and the "Loans") to Borrower,  from time to time, in amounts
     not to exceed in the aggregate at any one time  outstanding,  the amount of
     the Aggregate Commitment. The Commitments of the Banks shall be several and
     not  joint.  On the  Closing  Date the  Commitments  of ABN AMRO and  Union
     Planters,  the sole Banks on the Closing  Date,  are each  Fifteen  Million
     Dollars ($15,000,000.00).  Subject to the terms of this Agreement, Borrower
     may  borrow,  repay and  reborrow  under the Notes at any time prior to the
     Termination  Date.  In  accordance  with the  terms of this  Agreement,  at
     Borrower's  option,  borrowings  may be either (i)  Floating  Rate Loans in
     principal  amounts  of One  Million  Dollars  ($1,000,000.00)  or  integral
     multiples of $100,000, or (ii) Fixed Rate Loans in principal amounts of One
     Million Dollars ($1,000,000.00) or integral multiples of $100,000; provided
     however,  that the Borrower  understands  and agrees that the Banks have no
     obligation  to quote Fixed Rates or to make Fixed Rate Loans  available  to
     the Borrower.

          (B) Notice and Manner of Borrowing.

               (i)  Borrower shall give Agent  written,  telephonic or facsimile
                    notice, prior to 12:00 noon, Chicago,  Illinois time, on the
                    date of borrowing for each Loan,  specifying the amount, the
                    date,  and the type  (Floating  Rate or  Fixed  Rate) of the
                    Loan,  and with  respect to Fixed Rate Loans,  the  Interest
                    Period requested therefor.

               (ii) Agent shall  promptly  notify each Bank upon receipt of Loan
                    Request from Borrower specifying the portion of such Loan to
                    be funded by each Bank,  the  interest  rate,  the  Interest
                    Period and the date of  borrowing.  Subject  to each  Bank's
                    approval of the Interest  Period and Fixed Rate, in the case
                    of each Fixed Rate,  each Loan or renewal  thereof  shall be
                    made on a Pro Rata basis by Banks and each Bank's portion of
                    each Loan  shall be  determined  by  application  of (i) the
                    percentage each Bank's Commitment comprises of the Aggregate
                    Commitment  to (ii) the total  amount of the Loan.  Provided
                    that each Bank is given the notice  required in this Section
                    2.1(B)(iii)  by 12:00 p.m.  (Noon)  Chicago,  Illinois time,
                    each Bank  agrees that it will make the funds which it is to
                    advance  hereunder  available  to Agent not later  than 2:00
                    p.m.  Chicago,  Illinois time on the date such Loan is to be
                    made. Agent will thereupon advance to Borrower the amount so
                    received  from Banks unless Agent shall  determine  that any
                    condition  precedent  applicable  to the Loan  shall  not be
                    fulfilled  as of the  date  of  such  Loan.  Subject  to the
                    provisions of Article III hereof,  the proceeds of each Loan
                    shall be made  available  to the  Borrower at the  principal
                    office  of the Agent in  Chicago,  Illinois  in  immediately
                    available  funds upon receipt by Agent from each Bank of its
                    share of such Loan.  All  notices  (including  requests  for
                    Loans) sent by Borrower to Agent and received by Agent after
                    12:00 p.m. (Noon) Chicago, Illinois time (or such other time
                    as is  specified  in any Section  hereof) on a Business  Day
                    shall be deemed  received  on the next  succeeding  Business
                    Day.

               (iii)Absent   contrary   notice  from  Borrower  by  12:00  noon,
                    Chicago,  Illinois  time, one Business Day prior to the last
                    day of  the  Interest  Period  for  each  Fixed  Rate  Loan,
                    Borrower shall,  at Agent's option,  be deemed to have given
                    Agent notice at such time pursuant to Section  2.1(B) hereof
                    to the effect that Borrower requests that the Banks make the
                    Loan to  Borrower  on such date at the  Floating  Rate in an
                    aggregate  principal amount equal to the aggregate principal
                    amount of the Loan becoming due and payable on such date.

          (C)  Interest.  Interest  shall accrue on the Loans  subject to and in
     accordance with the terms and conditions of this Agreement and the Notes as
     follows:

               (i)  Floating Rate Loans - At the Floating Rate; or

               (ii) Fixed Rate Loans - At the Fixed Rate as quoted by the Banks;

     provided,  however,  that with respect to any Loan or portion thereof which
     is not paid when due,  such Loan shall accrue  interest at a rate per annum
     equal to the lesser of (i) 4% plus the Base Rate or (ii) the  maximum  rate
     of interest permitted by applicable law.

          (D)  Payments.  Payments  of  interest  on the  Loan  shall be due and
     payable  commencing  on December 1, 2000 and  continuing  thereafter on the
     first day of each  subsequent  month and on the  Termination  Date.  In the
     discretion of either Borrower or Agent, Borrower may pay accrued but unpaid
     interest on the last day of the Interest Period applicable to any Loan.

          The  principal  amount of all  Floating  Rate  Loans  shall be due and
     payable on the Termination  Date,  subject to the extension  provisions set
     forth in Section  2.1(F)  hereof.  The principal  amount of each Fixed Rate
     Loan  shall  be due and  payable  on the last  day of the  Interest  Period
     applicable thereto.

          Floating  Rate Loans may be prepaid in full or in part (if in part, in
     the amount of $1,000,000 or an integral  multiple of $100,000) at any time.
     Fixed  Rate  Loans may be  prepaid  in full or in part (if in part,  in the
     amount of $1,000,000 or an integral multiple of $100,000) as follows:

               (i)  On the last day of an Interest Period for the Loan, upon one
                    (1) prior Business Day's notice to Agent ; or

               (ii) On any other Business Day, upon one (1) prior Business Day's
                    notice to Agent,  and  provided  Borrower  shall pay to each
                    Bank, on its demand,  as  compensation  for a Bank's cost of
                    reemploying funds acquired by such Bank to fund the Loan, an
                    amount determined by such Bank in its sole discretion, equal
                    to the excess, if any, of (a) the additional interest which,
                    but for the  prepayment,  would  have  been  payable  on the
                    prepaid Loan from the date of prepayment  until the last day
                    of the then current Interest Period  applicable to the Loan,
                    over (b) the interest  amount,  as reasonably  determined by
                    such Bank,  that such Bank would  have bid for  deposits  of
                    alike amount for a period from the date of prepayment  until
                    the last day of the then current Interest Period  applicable
                    to that Loan.

          (E) Final  Maturity.  Subject to the  extension  provisions of Section
     2.1(F) hereof,  if not sooner paid or accelerated  pursuant to the terms of
     the Notes or this  Agreement,  the balance of the unpaid  principal and all
     accrued  and  unpaid  interest  of the Loans and all  other  amounts  owing
     hereunder shall be due and payable on the Termination Date.

          (F)  Extension.  This Agreement will be reviewed by Banks on or before
     each date occurring  thirty (30) days prior to the Termination Date then in
     effect for purposes of considering extending the maturity of this Agreement
     and the Loans by an  additional  one (1) year  period.  Any such  extension
     shall be at the Banks' sole discretion and shall be documented in a writing
     signed by the Agent,  the Banks and the  Borrower,  which writing shall set
     forth the date to which the Agreement is being extended. This Agreement and
     the Loans will not be extended, and shall not be deemed extended,  absent a
     writing described in the preceding sentence signed by such parties.

          (G) The Agent.  Borrower  acknowledges the existence of limitations in
     Agent's  authority  but shall be entitled to rely upon the authority of the
     Agent as conferred by this Section  2.1(G) and otherwise  specified in this
     Agreement.

               (i)  Appointment,   Powers  and  Immunities.   Each  Bank  hereby
                    appoints   and   authorizes   the   Agent   to  act  as  its
                    representative  hereunder  and under  the  Notes to  receive
                    payments  made in respect  of the Notes with such  powers as
                    are specifically delegated to the Agent by the terms of this
                    Agreement, together with such other powers as are reasonably
                    incidental  thereto.  The  Agent  shall  have no  duties  or
                    responsibilities  except those  expressly  set forth in this
                    Agreement,  and shall not by reason of this  Agreement  be a
                    trustee or  fiduciary  for any Bank.  The Agent shall not be
                    responsible  to the  Banks  for  any  recitals,  statements,
                    representations  or warranties  contained in this Agreement,
                    or for  the  value,  validity,  effectiveness,  genuineness,
                    enforceability or sufficiency of this Agreement or any other
                    document  referred  to or  provided  for  herein  or for any
                    failure  by  Borrower  to  perform  any of  its  obligations
                    hereunder.  The Agent may employ  agents and  attorneys  and
                    shall not be  responsible,  except as to money or securities
                    received by it or its authorized  agents, for the negligence
                    or misconduct of any such agents or attorneys selected by it
                    with  reasonable  care.  Neither  the  Agent  nor any of its
                    directors,  officers, employees or agents shall be liable or
                    responsible  for any action  taken or omitted to be taken by
                    it or them hereunder or in connection  herewith,  except for
                    its or their own gross negligence or willful misconduct.

               (ii) Reliance by Agent.  The Agent shall be entitled to rely upon
                    any certification,  notice or other communication (including
                    any  thereof  by  telephone,   telex,  telegram,   cable  or
                    telecopy)  received by it in connection  with this Agreement
                    believed  by it to be genuine  and  correct and to have been
                    signed  or sent by or on  behalf  of the  proper  person  or
                    persons,  and upon advice and  statements of legal  counsel,
                    independent accountants and other experts selected by Agent.
                    As to  any  matters  not  expressly  provided  for  by  this
                    Agreement,  Agent shall in all cases be fully  protected  in
                    acting,   or  in  refraining   from  acting,   hereunder  in
                    accordance with  instructions  signed by the Banks, and such
                    institutions and any action taken or failure to act pursuant
                    thereto shall be binding on all of the Banks.

               (iii)Defaults.  The Agent  shall not be deemed to have  knowledge
                    of the occurrence of a Default  (other than the  non-payment
                    of principal of or interest on the Notes or any other amount
                    payable  hereunder) unless Agent has received written notice
                    or other written  documentation from a Bank or from Borrower
                    indicating  that a Default has  occurred.  In the event that
                    Agent received such a notice of the occurrence of a Default,
                    Agent  shall give  prompt  notice  thereof to the Banks (and
                    shall   give   each   Bank   prompt   notice  of  each  such
                    non-payment).   The  Agent  shall   (subject  to  subsection
                    (G)(vii)  hereof)  take such  action  with  respect  to such
                    Default as shall be directed by the Banks.

               (iv) Rights as a Bank.  With  respect to the Notes,  Agent in its
                    capacity as a Bank hereunder  shall have the same rights and
                    powers hereunder as any other Bank and may exercise the same
                    as though it were not acting as Agent,  and the term  "Bank"
                    or "Banks" shall,  unless the context  otherwise  indicates,
                    include  Agent in its  individual  capacity.  Agent  and its
                    affiliates  may (without  having to account  therefor to any
                    Bank)  accept  deposits  from,  lend money to and  generally
                    engage in any kind of banking,  trust or other business with
                    Borrower  as if it were not  acting as Agent,  and Agent may
                    accept  fees  and  other  consideration  from  Borrower  for
                    services in  connection  with this  Agreement  or  otherwise
                    without  having to account for the same to the Banks  except
                    as specified herein.

               (v)  Indemnification.  The Banks agree to indemnify Agent ratably
                    in accordance with their respective  shares of the aggregate
                    principal  amount of the Loans for any and all  liabilities,
                    obligations, losses, damages, penalties, actions, judgments,
                    suits,  costs,  expenses  or  disbursements  of any kind and
                    nature  whatsoever  which may be imposed on,  incurred by or
                    asserted against Agent in any way relating to or arising out
                    of this Agreement or any other documents contemplated hereby
                    or the enforcement of any of the terms hereof or of any such
                    other  documents,  provided that no Bank shall be liable for
                    any of the foregoing to the extent they arise from the gross
                    negligence or willful misconduct of Agent.

               (vi) Non-Reliance on Agent and other Banks. Each Bank agrees that
                    it has,  independently  and without reliance on Agent or any
                    other Bank, and based on such  documents and  information as
                    it has deemed  appropriate,  made its own credit analysis of
                    Borrower and its decision to enter into this  Agreement  and
                    that it will,  independently and without reliance upon Agent
                    or  any  other  Bank,   and  based  on  such  documents  and
                    information  as it  shall  deem  appropriate  at  the  time,
                    continue to make its own analysis and decisions in taking or
                    not taking action under this  Agreement.  Agent shall not be
                    required to keep itself  informed as to the  performance  or
                    observance  by  Borrower  of  this  Agreement  or any  other
                    document  referred to or  provided  for herein or to inspect
                    the properties or books of Borrower  unless an inspection of
                    the properties or books is required in writing by the Banks.

               (vii)Failure  to Act.  Except for action  expressly  required  of
                    Agent hereunder, Agent shall in all cases be fully justified
                    in failing or refusing to act  hereunder  unless it shall be
                    indemnified to its satisfaction by the Banks against any and
                    all  liability  and expenses  which may be incurred by it by
                    reason of taking or continuing to take any such action.

               (viii)   Resignation   or  Removal  of  Agent.   Subject  to  the
                    appointment  and acceptance of a successor Agent as provided
                    below,  the  Agent may  resign at any time by giving  notice
                    thereof to the Banks and  Borrower.  Upon such  resignation,
                    the Banks shall have the right to appoint a successor Agent.
                    If no  successor  Agent shall have been so  appointed by the
                    Banks  or  such  successor  shall  not  have  accepted  such
                    appointment  within  thirty  (30) days  after  the  retiring
                    Agent's giving notice of resignation or after the removal of
                    the Agent,  then the  retiring  Agent may,  on behalf of the
                    Banks,  appoint a  successor  Agent,  which  shall be a bank
                    which  has an  office  in the  United  States  and  having a
                    combined capital and surplus of at least One Hundred Million
                    and No/100 Dollars ($100,000,000.00). Upon the acceptance of
                    any  appointment  as Agent  hereunder by a successor  Agent,
                    such successor Agent shall  thereupon  succeed to and become
                    vested with all the rights, powers, privileges and duties of
                    the  retiring  Agent,   and  the  retiring  Agent  shall  be
                    discharged   from  its  duties  and   obligations  as  Agent
                    hereunder.  After  retiring  Agent's  resignation or removal
                    hereunder as Agent, the provisions of this Section (G) shall
                    continue in effect for its benefit in respect of any actions
                    taken or  omitted  to be taken by it while it was  acting as
                    Agent.

               (ix) Amendment of Agreement.  The Agent agrees for the benefit of
                    the  Banks  that  it  shall  not  execute   any   amendment,
                    modification, waiver, or extension to this Agreement without
                    the  consent of the Banks  required  pursuant to Section 8.4
                    hereof.

          (H) Optional Reduction of Commitment.

               (i)  The Borrower may, from time to time,  permanently reduce the
                    Aggregate  Commitment in whole, or in part ratably among the
                    Banks,  in an aggregate  minimum  amount of  $5,000,000  and
                    integral  multiples of  $1,000,000  in excess of the minimum
                    amount  (unless  the  Aggregate  Commitment  is  reduced  in
                    whole),  upon at least one (1) Business Day's written notice
                    to the Agent,  which notice shall  specify the amount of any
                    such reduction;  provided,  however,  that the amount of the
                    Aggregate  Commitment may not be reduced below the aggregate
                    principal amount of the outstanding Loans.

               (ii) All  accrued   commitment  fees  shall  be  payable  on  the
                    effective date of any  termination of the obligations of the
                    Banks to make Loans hereunder.

     Section 2.2. Notations.  At the time of the making of any Loan evidenced by
the Notes and each payment or prepayment of principal,  interest, fees and other
sums due in connection  with this  Agreement  and/or the Notes, a Bank may enter
upon its  records an  appropriate  notation  evidencing  such Loan  and/or  such
payment  or  prepayment.  No  failure  to make any such  notation  shall  affect
Borrower's  unconditional  obligations to repay the Loans and all interest, fees
and other sums due in connection  with this Agreement  and/or the Notes in full,
nor shall any such failure,  standing alone, constitute grounds for disproving a
payment by Borrower.  However,  in the absence of manifest error, such notations
and a Bank's records  containing  such notations  shall  constitute  presumptive
evidence  of  the  facts  stated  therein,  including  without  limitation,  the
outstanding  amount of the Loan and all  amounts  due and owing to a Bank at any
time. Any such notations and a Bank's records  containing  such notations may be
introduced in evidence in any judicial or administrative  proceeding relating to
this Agreement, the Loans or the Notes.

     Section 2.3. Computation of Interest. Interest due under this Agreement and
under the Notes shall be computed  for the actual  number of days elapsed on the
basis of a 360 day year of twelve 30 day months.

     Section 2.4.  Time of Payments and  Prepayments  in  Immediately  Available
Funds and Setoff.

          (A) Time. All payments and  prepayments of principal,  fees,  interest
     and any other  amounts owed from time to time under this  Agreement  and/or
     under  the  Notes  shall  be made to Agent at the  address  referred  to in
     Section 8.5, or such other address as Agent may notify Borrower, in Dollars
     and in immediately  available  funds prior to 2:30 P.M. on the Business Day
     that such payment is due. Borrower hereby irrevocably  authorizes Agent, if
     and to the extent payment of any installment of principal,  interest and/or
     fees  hereunder  and/or  under the  Notes is not made  when due,  to charge
     against  any of  Borrower's  accounts  with a Bank an  amount  equal to the
     amount  thereof not paid when due. Any such payment or prepayment  which is
     received by Agent in Dollars and in immediately  available funds after 2:30
     P.M. on a Business  Day shall be deemed  received  for all purposes of this
     Agreement  on the next  succeeding  Business Day except that solely for the
     purpose of  determining  whether a Default has occurred  under Section 6.1,
     any such payment or  prepayment  if received by Agent prior to the close of
     Agent's  business  on a  Business  Day  shall be  deemed  received  on such
     Business Day.

          (B) Setoff. Upon the occurrence of any Event of Default (including any
     applicable cure period) and during the continuance of any Event of Default,
     Agent or any Bank is hereby  authorized  at any time and from time to time,
     without  notice to Borrower  (any such  notice  being  expressly  waived by
     Borrower),  to setoff and apply any and all  deposits  (general or special,
     time or demand, provision or final) at any time held and other indebtedness
     at any time owing by Agent or any Bank to or for the credit or the  account
     of Borrower  against  any and all of the  obligations  of  Borrower  now or
     hereafter  existing  under  this  Agreement  or the Notes  irrespective  of
     whether or not any Bank shall have made any demand under this  Agreement or
     the Notes and although such  obligations  may be  unmatured.  The Agent and
     Banks  agree  to  promptly  notify  Borrower  after  any  such  setoff  and
     application; provided that the failure to give such notice shall not affect
     the validity of such setoff and application.  The rights of Agent and Banks
     under this Section  2.4(B) are in addition to all other rights and remedies
     (including,  without  limitation,  other rights of setoff)  which Agent and
     Banks may have.

          (C) Unconditional Obligations and No Deductions. Borrower's obligation
     to make all payments  provided for in this Agreement and/or the Notes shall
     be unconditional. Each such payment shall be made without deduction for any
     claim,  defense or offset of any type,  including  without  limitation  any
     withholdings  and other  deductions on account of income or other taxes and
     regardless of whether any claims, defenses or offsets of any type exist.

     Section 2.5. Payment on Non-Business Days.  Whenever any payment to be made
hereunder  or under  the Notes  shall be stated to be due on a day other  than a
Business Day, such payment may be made on the next succeeding  Business Day, and
such  extension  of time shall in such case be  included in the  computation  of
payment of fees, if any, and interest under this Agreement and under the Notes.

     Section 2.6. Use of Proceeds.  Borrower shall use the proceeds of the Loans
for Borrower's  working capital needs, to support  Borrower's  commercial  paper
program and to provide  for  Borrower's  temporary  liquidity  needs  (including
daylight overdrafts).

     Section 2.7. Loan  Advancements and Payments.  Subject to the terms of this
Agreement Banks shall make Loans as requested by Borrower and in accordance with
the following notice procedures.  Borrower shall give Agent a telephonic request
and notice for any Loan (the "Loan  Request")  in  accordance  with the terms of
Section 2.1(B) and shall specify the date, the type of Loan, the Interest Period
requested  therefor and amount of such Loan and shall  otherwise be in such form
as Agent may require from time to time.

     Section  2.8.  Facility  Fee.  Borrower  shall pay to Agent for the ratable
account of the Banks a facility fee in a sum equal to the following:

                   S&P Rating          Moody's Rating        Facility Fee Rate
                   ----------          --------------        -----------------
                  Greater than          Greater than          Basis Points of
                  or Equal to:           or Equal to:       Aggregate Commitment
  Level I            A                     A2                      10
  Level II           A-                    A3                      12.5
  Level III          BBB+                  Baa1                    15
  Level IV           BBB                   Baa2                    20
  Level V            BBB-                  Baa3                    25

("Facility  Fee") as of the date of this  Agreement  and shall pay such Facility
Fee  quarterly  in arrears  commencing  December 31, 2000 and on the last day of
each calendar quarter thereafter while the Loan is outstanding, computed for the
number of actual days  elapsed on a 360 day year,  as the case may be, with each
Bank  receiving  a  pro-rata  portion  of such fee based  upon the amount of its
portion of the Commitment. For purposes of this Section 2.8, "Basis Point" means
one-one  hundredth of one percent  (.01%).  In the event that the S&P Rating and
Moody's Rating are not at the same Level, the applicable Facility Fee Rate shall
be determined on the basis of the higher of the two ratings unless there is more
than one Level  differential  between such ratings in which event the applicable
Facility  Fee Rate shall be  determined  using the average of such  Facility Fee
Rates.

     Section 2.9. Reimbursement of Costs. Borrower agrees to reimburse Agent for
all costs (including,  but not limited to,  reasonable legal fees,  accountants'
fees,  recording  fees,  filing  fees,  title  searches,  lien  searches,  title
insurance and credit  investigations)  incurred by Agent in connection  with the
Loans made hereunder.

     Section  2.10.  Conversion.  Provided  that no Event of Default  shall have
occurred,  Borrower may, upon three  Business Days' notice to Agent and prior to
12:00 noon, Chicago time, on such date, convert all or part of any Loan from one
interest rate option to another as follows:

          (A)  from a Floating Rate to a Fixed Rate at any time; or

          (B)  from a  Fixed  Rate to a  Floating  Rate  on the  last  day of an
               Interest Period;

Any such conversion  hereunder  shall  constitute a prepayment of the particular
Loan and shall be  subject to the  prepayment  penalty  provided  for in Section
2.1(D)  hereof.  A notice  converting  an Loan to a Fixed Rate shall specify the
Interest Period.

     Section 2.11. Increased Costs. With respect to any outstanding Indebtedness
of Borrower, if any Regulatory Change shall:

          (A) subject any Bank to any tax with  respect to that Loan (other than
     tax on or measured by such Bank's net income); or

          (B) change the basis of  taxation  to any Bank (other than a change of
     tax on or measured by such Bank's net income) of payments of  principal  or
     interest in respect of that Loan; or

          (C) impose or modify any reserve,  special deposit,  deposit insurance
     or similar  requirement  relating to any assets of, deposits with, or loans
     by any Bank used to fund that Loan; or

          (D) impose any other  similar  obligation  on any Bank with respect to
     that Loan;

and the result is to increase the cost to any Bank of making or maintaining that
Loan or to reduce the amount  receivable by such Bank with respect to that Loan,
in either event by an amount which such Bank reasonably  deems  material,  then,
and in any such case:

          (E) such Bank shall promptly  notify  Borrower of the happening of the
     above-described event; and

          (F) Borrower  shall pay to such Bank on demand as additional  interest
     such  amount  as will  compensate  such  Bank  for the  additional  cost or
     reduction,  calculated from the date of notification by such Bank, and may,
     at  its  option,   within  seven   Business  Days  after  receipt  of  such
     notification,  (1) notify Agent and Bank in accordance  with Section 2.1(D)
     of its  intent  to prepay  the  Loan,  and  thereafter  prepay  the Loan in
     accordance  with Section  2.1(D) with such amount as will  compensate  such
     Bank  for the  additional  cost or  reduction  calculated  from the date of
     notification by, such Bank, to and including the date of prepayment; or (2)
     notify Agent in  accordance  with Section 2.10 of its intent to convert the
     affected Loan to another interest rate option  unaffected by the Regulatory
     Change.

A certificate as to the increased cost or reduced amount  resulting to Bank from
any  Regulatory  Change as  described  above shall be  submitted by such Bank to
Agent and Borrower along with its  notification  under  subsection (E) above. In
the absence of manifest  error,  the  certificate  shall be conclusive as to the
amount shown thereon if determined on a reasonable basis.

     Section  2.12.  Illegality.  In the event that it becomes  unlawful for any
Bank to (a) honor its  obligations  to make any Fixed Rate Loan, or (b) maintain
any Fixed Rate  Loan,  such Bank shall  promptly  notify the Agent and  Borrower
thereof  and such Bank's  obligation  to make the  affected  type of Loan and to
convert  other  types of Loans into that type of Loan shall be  suspended  until
such time as such Bank may again  legally make and maintain the affected type of
Loan, and Borrower  shall,  on the last day of the then current  Interest Period
for that Loan (or on such  earlier date as such Bank may  reasonably  specify to
Borrower, but in no event earlier than seven Business Days after receipt of such
Bank's  notification),  either notify such Bank and Agent and thereafter  prepay
the Loan in accordance  with Section  2.1(D),  or notify such Bank and Agent and
thereafter  convert the Loan into another type or types of Loan(s) in accordance
with Section 2.10.

                                  ARTICLE III

                              CONDITIONS OF LENDING

     Section 3.1. Conditions  Precedent to all Loans. The obligation of Banks to
make any Loan is subject to  performance  by Borrower of all of its  obligations
under this Agreement and to the  satisfaction  of the conditions  precedent that
all legal matters  incidental to the Loan shall be  satisfactory  to counsel for
Agent and that the following conditions shall be met:

          (A) Borrower's compliance,  from the date hereof, with the affirmative
     covenants contained in Section 5.1 of this Agreement;

          (B) the  representations  and warranties of the Borrower  contained in
     Section 4.1 of this Agreement are true and accurate; and

          (C) that no Default or Event of Default is then in  existence or would
     then be created thereby.

     Section  3.2.  Necessary  Documents.  The  obligation  of Agent to make the
initial Loan is subject to the receipt by Agent on or before the Closing Date of
all of the  following,  each dated the Closing Date or another date prior to the
Closing  Date  acceptable  to Agent  and  each to be in the  form and  substance
approved by Agent on the date on which this  Agreement is executed and delivered
by Borrower and Agent:

          (A) the Notes and any other documents required herein;

          (B) a Certificate of Existence from the Secretary of State of Indiana,
     dated not more than five (5) days before the  Closing  Date,  stating  that
     Borrower  is duly  organized  and  existing  under the laws of the State of
     Indiana;

          (C) payment to Agent of the fees  specified in this Agreement as being
     payable on the Closing Date;

          (D) such other information about Borrower and/or its assets,  business
     and/or financial condition as Agent or Banks may reasonably request;

          (E) evidence required by Agent or Banks to establish that Borrower has
     the authority to enter into this Agreement and that all Financing Documents
     executed in connection with the Loans will be valid and binding obligations
     of the  Borrower,  fully  enforceable  with their  respective  terms  under
     applicable   law.  Such  evidence   shall  include,   without   limitation,
     resolutions  of the board of directors of Borrower,  a  certificate  of the
     Secretary of the Borrower certifying the same;

          (F) certified copies of Borrower's Articles of Incorporation,  By-Laws
     and all amendments thereto;

          (G) an opinion of Borrower's counsel acceptable to the banks;

          (H) a written  certificate  of the Secretary of the Borrower as to the
     names and  signatures  of the officers of Borrower  authorized to sign this
     Agreement  and the Notes and other  documents to be executed and  delivered
     pursuant hereto; and

          (I) copies of any necessary regulatory approvals of Borrower.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     Section  4.1.   Representations   and  Warranties  of  Borrower.   Borrower
represents  and  warrants to Agent and Banks that,  after  giving  effect to the
Loans and the  application of the proceeds  thereof (which  representations  and
warranties  shall  survive the making of the Loans and the  termination  of this
Agreement) as follows:

          (A)  Organization  and  Existence.  Borrower  is a  corporation,  duly
     organized  and  validly  existing  under  the  laws  of  the  state  of its
     incorporation  or organization  and is duly qualified to do business in all
     jurisdictions in which such qualification is required, except where failure
     to so qualify  would not have a material  adverse  effect on the  financial
     condition or business of Borrower and has all requisite power and authority
     to conduct its business,  to own its properties and to execute and deliver,
     and to perform all of its obligations under the Financing Documents.

          (B) Authorization and Absence of Defaults. The execution, delivery and
     performance  by  Borrower  of  the  Financing   Documents  have  been  duly
     authorized by all necessary  corporate and  governmental  action and do not
     and will not (i) require any  consent or  approval of the  shareholders  or
     board of directors of Borrower  which has not been  obtained,  (ii) violate
     any provision of any law, rule, regulation (including,  without limitation,
     Regulations  U and X of the  Board  of  Governors  of the  Federal  Reserve
     System), order, writ, judgment,  injunction, decree, determination or award
     presently in effect having applicability to Borrower and/or the Articles of
     Incorporation or By-Laws, where applicable,  of Borrower, (iii) result in a
     material breach of or constitute a material  default under any indenture or
     loan or credit  agreement or any other  agreement,  lease or  instrument to
     which  Borrower is a party or by which it or its properties may be bound or
     affected, except where the failure to be in compliance is immaterial to the
     financial condition or business of Borrower; or (iv) result in, or require,
     the  creation  or  imposition  of any  Lien  on any  of its  properties  or
     revenues.  Borrower is in compliance  with any such law, rule,  regulation,
     order, writ, judgment,  injunction,  decree,  determination or award or any
     such indenture, agreement, lease or instrument, except where the failure to
     be in compliance  is  immaterial to the financial  condition or business of
     Borrower.

          (C)  Acquisition of Consents.  No  authorization,  consent,  approval,
     license,  exemption  of  or  filing  or  registration  with  any  court  or
     governmental   department,    commission,    board,   bureau,   agency   or
     instrumentality,  domestic or foreign, is or will be necessary to the valid
     execution and delivery to Banks or performance by Borrower of any Financing
     Documents,  other than those already obtained and copies of which have been
     provided to Agent and Banks pursuant to Section 3.2(H) hereof.

          (D) Validity and Enforceability.  Each of the Financing Documents when
     delivered   hereunder  will   constitute  the  legal,   valid  and  binding
     obligations of Borrower  enforceable  against  Borrower in accordance  with
     their respective terms.

          (E)  Financial   Information.   All  financial  statements  and  other
     financial  data which have been or will be furnished  by Borrower  are, and
     will be, true and correct and reflect,  or will  reflect when  delivered in
     the future, fairly the financial condition of the Borrower and have been or
     will be, prepared in accordance with GAAP  consistently  applied except for
     changes  as  required  by GAAP.  Borrower  has no  contingent  liabilities,
     liabilities for taxes, unusual forward or long term commitments outside the
     ordinary course of business,  or unrealized or anticipated  losses from any
     unfavorable  commitments  which are material  with respect to the financial
     condition,  affairs,  prospects or business of Borrower except as reflected
     or provided for in such financial statements.

          (F) No Litigation.  There are no actions, suits or proceedings pending
     or, to the knowledge of Borrower,  threatened against or affecting Borrower
     or any of its  properties  before  any  court or  governmental  department,
     commission, board, bureau, agency or instrumentality,  domestic or foreign,
     which if  determined  adversely  to Borrower  would draw into  question the
     legal  existence  of Borrower  and/or the  validity,  authorization  and/or
     enforceability  of the Financing  Documents  and/or any  provision  thereof
     and/or could have a material  adverse  effect on the  financial  condition,
     properties, or operations of Borrower.

          (G) Regulation U. Borrower is not engaged in the business of extending
     credit for the purpose of purchasing or carrying  "margin stock" within the
     meaning of  Regulation U of the Board of  Governors of the Federal  Reserve
     System (12 CFR,  Part 221),  does not own and has no present  intention  of
     acquiring any such margin stock or a "margin  security"  within the meaning
     of Regulation G of the Board of Governors of the Federal Reserve System (12
     CFR, Part 207).  None of the proceeds of the Loans will be used directly or
     indirectly by Borrower for the purpose of  purchasing  or carrying,  or for
     the purpose of reducing or retiring any  Indebtedness  which was originally
     incurred to purchase or carry,  any such margin security or margin stock or
     for any other purpose which might  constitute the transaction  contemplated
     hereby a "purpose  credit"  within  the  meaning  of said  Regulation  G or
     Regulation  U, or cause this  Agreement to violate any other  regulation of
     the Board of Governors of the Federal  Reserve System or the Securities and
     Exchange Act of 1934, as amended,  or any rules or regulations  promulgated
     under either said statute.

          (H)  Absence of  Adverse  Agreements.  Borrower  is not a party to any
     indenture,  loan or credit  agreement  or any lease or other  agreement  or
     instrument or subject to any  corporate or  partnership  restriction  which
     would alter the manner in which Borrower does business and which would have
     a material adverse effect on the business,  properties,  assets, operations
     or  condition,  financial  or  otherwise,  of Borrower or on the ability of
     Borrower to carry out its obligations under the Financing Documents.

          (I) Taxes.  Borrower  has filed all tax  returns  (federal,  state and
     local)  required  to be filed and paid all taxes  shown  thereon to be due,
     including interest and penalties, or provided adequate reserves for payment
     thereof.

          (J) Ownership of  Properties.  Borrower owns all of its properties and
     assets  free and clear of all  Liens,  except  those not  prohibited  under
     Section 5.2(A) of this Agreement.

          (K) Accuracy of  Representations  and  Warranties.  None of Borrower's
     representations  or  warranties  set  forth  in  this  Agreement  or in any
     document  or  certificate  taken  together  with any  related  document  or
     certificate  furnished pursuant to this Agreement or in connection with the
     transactions  contemplated  hereby  contains  or will  contain  any  untrue
     statement of a material fact or omits or will omit to state a material fact
     necessary to make any  statement of fact  contained  herein or therein,  in
     light of the circumstances under which it was made, not misleading;  except
     that unless  provided  otherwise any such document or certificate  which is
     dated speaks as of the date stated and not the present.

          (L) No Investment Company.  Borrower is not an "investment company" or
     a company "controlled" by an "investment company" as such terms are defined
     in the  Investment  Company Act of 1940,  as amended,  which is required to
     register thereunder.

          (M) Solvency.  After giving effect to the  consummation of the Loan as
     of the time this representation and warranty is given, Borrower (a) will be
     able to pay its debts as they become  due,  (b) will have funds and capital
     sufficient to carry on its business and all businesses in which it is about
     to engage,  and (c) will own property having a value both at fair valuation
     and at fair saleable  value in the ordinary  course of Borrower's  business
     greater than the amount required to pay its  Indebtedness,  including,  for
     this  purpose,  unliquidated  and  disputed  claims.  Borrower  will not be
     rendered  insolvent by the execution and delivery of this Agreement and the
     consummation of any transactions contemplated herein.

          (N) Licenses,  Registrations,  and Compliance with Laws. Borrower,  to
     the  best  of  its  knowledge,  has  all  permits,  governmental  licenses,
     registrations,  and  approvals  material to carrying out its  businesses as
     presently  conducted and as required by law or the rules and regulations of
     any federal,  foreign  governmental,  state,  county, or local association,
     corporation, or governmental agency, body,  instrumentality,  or commission
     having jurisdiction over Borrower, including, but not limited to the United
     States  Environmental  Protection  Agency,  the United States Department of
     Labor, the United States Occupational Safety and Health Administration, the
     United States Equal Employment  Opportunity  Commission,  and analogous and
     related  state and  foreign  agencies.  There is no material  violation  or
     material  failure of compliance or allegation of such  violation or failure
     of compliance  on the part of Borrower  with any of the foregoing  permits,
     licenses,  registrations,  approvals, rules or regulations, and there is no
     action,  proceeding,  or  investigation  pending  or, to the  knowledge  of
     Borrower,  threatened,  nor has Borrower  received any notice of such which
     might result in the termination or suspension of any such permit,  license,
     registration, or approval.

          (O) Principal Place of Business;  Books and Records.  Borrower's chief
     executive office is located at Borrower's address set forth in Section 8.5.
     All of  Borrower's  books  and  records  are  kept  at one or  more  of its
     addresses set forth in Section 8.5.

          (P) Title to Assets and  Properties.  Borrower has good and marketable
     title  to all of its  properties  and  assets  owned as of the date of this
     Agreement and to all properties and assets acquired by Borrower  thereafter
     and prior to the date hereof except such  imperfections  in title,  if any,
     that do not  materially  interfere with the present or proposed use of such
     property or otherwise materially impair business operations.

          (Q) Material Adverse Change. There has been no material adverse change
     in  Borrower's  condition,  financial  or  otherwise,  from the date of the
     financial statements and other financial data dated June 30, 2000, provided
     to Agent and Banks, up to and including the Closing Date.

                                   ARTICLE V

                              COVENANTS OF BORROWER

     Section  5.1.  Affirmative  Covenants  of  Borrower  Other  Than  Reporting
Requirements.  From the date  hereof and  thereafter  for so long as the Loan is
outstanding  or  Borrower  is  indebted  to  Banks  under  any of the  Financing
Documents,  Borrower  shall ensure that it shall,  unless Banks shall  otherwise
consent in writing:

          (A) Payment of Taxes.  Pay and discharge all taxes and assessments and
     governmental  charges  or  levies  imposed  upon it or upon its  income  or
     profits, or upon any properties belonging to it, prior to the date on which
     penalties  attach  thereto,  and all lawful  claims for the same which,  if
     unpaid,  might  become a Lien  upon any of its  properties,  provided  that
     (unless and until  foreclosure,  restraint,  sale or any similar proceeding
     shall have been  commenced)  Borrower shall not be required to pay any such
     tax,  assessment,  charge,  levy, or claim which is being contested in good
     faith  and by proper  proceedings  and for which  proper  reserve  or other
     provision has been made in accordance with GAAP.

          (B) Preservation of Existence. Preserve and maintain in full force and
     effect its legal existence,  rights,  and privileges in the jurisdiction of
     its  organization,   preserve  and  maintain  all  licenses,   governmental
     approvals,  trademarks, patents, trade secrets, copyrights, and trade names
     owned or  possessed  by it and which are  necessary  or, in its  reasonable
     business judgment,  desirable in view of its business and operations or the
     ownership of its  properties  and qualify or remain  qualified as a foreign
     corporation in each  jurisdiction in which such  qualification is necessary
     or, in its reasonable business judgment,  desirable in view of its business
     and operations and ownership of the properties.

          (C) Compliance with Laws.  Comply with the requirements of all present
     and  future  applicable  laws,  rules,  regulations,   and  orders  of  any
     governmental  authority  having  jurisdiction  over it and/or its business,
     except where the failure to comply would not have a material adverse effect
     on Borrower.

          (D) Visitation Rights.

               (i)  Permit,  at any reasonable time and from time to time, Agent
                    and  Banks or any  agents  or  representatives  thereof,  to
                    examine  and make copies of and  abstracts  from the records
                    and  books of  account  of,  and  visit  the  properties  of
                    Borrower to discuss the affairs,  finances,  and accounts of
                    Borrower with any of its officers or employees designated by
                    Borrower for such purposes and/or any independent  certified
                    public accountant of Borrower.

               (ii) Permit, at any reasonable time and from time to time so long
                    as an Loan is  outstanding,  Agent or Banks or any agents or
                    representatives thereof, to enter the properties of Borrower
                    and to inspect the property occupied by Borrower and related
                    equipment,  property and soil,  and to conduct soil or water
                    sampling,  testing,   monitoring,   digging,  drilling,  and
                    analyses   and   to   review   any   documents,   materials,
                    inventories, financial data, or notices or correspondence to
                    or from  private  parties  or  governmental  authorities  in
                    connection therewith.

          (E) Keeping of Records and Books of Account. Keep adequate records and
     books of  account  reflecting  all  financial  transactions  to the best of
     Borrower's knowledge,  in which complete entries will be made, and maintain
     a  standard  system of  accounting,  all in  accordance  with GAAP and with
     applicable  requirements of any governmental  authority having jurisdiction
     over Borrower in question.

          (F)  Maintenance  of  Properties.  Maintain  and  preserve  all of its
     properties  necessary or useful in the proper  conduct of its business,  in
     good working  order,  repair and condition at all times,  ordinary wear and
     tear  excepted,  and shall not commit  waste or allow waste to be committed
     against its properties.

          (G) Other Documents.  Except as otherwise  required by this Agreement,
     pay,  perform,  and fulfill all of its obligations and covenants under each
     material document, instrument, or agreement to which it is a party.

          (H) Environmental Liability.  Borrower shall: (i) conduct and complete
     all  investigations,  studies,  sampling,  and  testing  and all  remedial,
     removal,  and other actions  necessary to clean up and remove all Hazardous
     Materials  (as  hereinafter  defined) on, from,  or affecting  the property
     occupied,  in  compliance  with or in  accordance  with  all  laws,  rules,
     regulations,  orders  and  directives  of all  federal,  state,  and  local
     governmental  authorities,  and (ii) defend,  indemnify,  and hold harmless
     Bank, its employees,  agents, officers, and directors, from and against any
     claims,  demands,  penalties,  fines,  liabilities,  settlements,  damages,
     costs, or expenses (including, without limit, attorney and consultant fees,
     investigation and laboratory fees, court costs, and litigation expenses) of
     whatever kind or nature, known or unknown, contingent or otherwise, arising
     out of or in any way related to (a) the existing or future presence at, on,
     from,  or  affecting  any real estate  owned by Borrower of any  materials,
     pollutants,   substances  or  wastes  which  are  defined,  determined,  or
     identified as hazardous,  toxic, or otherwise  environmentally degrading in
     any federal,  state,  or local laws,  rules,  or  regulations  (whether now
     existing  or  hereafter   enacted  or   promulgated)  or  any  judicial  or
     administrative interpretation of such laws, rules, or regulations (any such
     materials,  pollutants,  wastes,  and substances being herein  collectively
     referred to as  "Hazardous  Materials"),  (b) the violation of any federal,
     state,  or local laws,  rules or  regulations  concerning  the  generation,
     handling,  storage,  treatment or disposal of any such Hazardous Materials,
     or (c) the  enforcement of this Section 5.1(H) or the assertion by Borrower
     of any defense to the  obligations  hereunder,  whether any of such matters
     arise before or after the Closing Date, including,  without limitation, (i)
     the costs of removal of any and all Hazardous  Materials,  (ii)  additional
     costs required to take necessary precautions to protect against the release
     of Hazardous  Materials  into the air, any body of water,  any other public
     domain or any  surrounding  areas,  and (iii) costs incurred to comply with
     all  applicable  laws,  orders,  judgments or  regulations  with respect to
     Hazardous Materials.

          (I) Additional  Assurances.  From time to time hereafter,  execute and
     deliver,   or  cause  to  be  executed  and  delivered,   such   additional
     instruments,  certificates and documents and take all such actions as Agent
     shall  reasonably  request for the purpose of  implementing or effectuating
     the  provisions of the Financing  Documents and, upon the exercise by Agent
     of any  power,  right,  privilege  or  remedy  pursuant  to  the  Financing
     Documents which requires any consent, approval, registration, qualification
     or authorization of any governmental authority or instrumentality, exercise
     and  deliver  all  applications,   certifications,  instruments  and  other
     documents and papers that Agent may be so required to obtain.

          (J)  Purposes.  Use the  proceeds of the Loan solely for the  purposes
     herein described.

          (K) ERISA  Compliance.  Borrower shall fulfill its  obligations  under
     minimum funding standards of the Employment  Retirement Income Security Act
     of 1974, as amended ("ERISA"), with respect to any plan which is maintained
     by Borrower or pursuant to a collective  bargaining  agreement and which is
     covered by Title 4 of ERISA and Borrower shall be in all material  respects
     in compliance with ERISA and the Internal Revenue Code of 1986, as amended,
     and shall not have incurred any material  liability to the Pension  Benefit
     Guaranty Corporation in respect thereto.

     Section  5.2.  Negative  Covenants  of  Borrower.  From the date hereof and
thereafter  for so long as any portion of the Loan is outstanding or Borrower is
indebted  to Banks  under any of the  Financing  Documents,  Borrower  shall not
without the prior written consent of Banks:

          (A) Liens.  Create,  incur, assume, or suffer to exist any Lien of any
     nature,  upon  or with  respect  to any of its  properties,  now  owned  or
     hereafter  acquired,  or  assign  as  collateral  or  otherwise  convey  as
     collateral,  any  right  to  receive  income,  except  that  the  foregoing
     restrictions shall not apply to any Liens:

               (i)  arising in the ordinary course of business;

               (ii) for taxes, assessments, or governmental charges or levies on
                    property if the same shall not at the time be  delinquent or
                    thereafter can be paid without  penalty or interest,  or (if
                    foreclosure,  distraint,  sale or other similar  proceedings
                    shall not have been  commenced) are being  contested in good
                    faith and by appropriate  proceedings  diligently  conducted
                    and for which  proper  reserve or other  provision  has been
                    made in accordance with GAAP;

               (iii)imposed  by  law,  such  as  carriers',  warehousemen's  and
                    mechanics' liens,  bankers' set-off rights and other similar
                    liens  arising in the  ordinary  course of business for sums
                    not  yet  due  or  being  contested  in  good  faith  and by
                    appropriate  proceedings  diligently conducted and for which
                    proper  reserve  or  other   provisions  has  been  made  in
                    accordance with GAAP;

               (iv) arising in the ordinary course of business out of pledges or
                    deposits  under  worker's  compensation  laws,  unemployment
                    insurance,  old age  pensions,  or other Social  Security or
                    retirement benefits, or similar legislation;

               (v)  arising  from or upon any judgment or award,  provided  that
                    such  judgment or award is being  contested in good faith by
                    proper  appeal  proceedings  and  only so long as  execution
                    thereon shall be stayed;

               (vi) deposits to secure the performance of bids,  trade contracts
                    (other  than  for   borrowed   money),   leases,   statutory
                    obligations,  surety  bonds,  performance  bonds  and  other
                    obligations of a like nature incurred in the ordinary course
                    of Borrower's business;

               (vii)easements,  rights of way,  restrictions  and other  similar
                    encumbrances  incurred  in the  ordinary  course of business
                    which, in the aggregate,  are not substantial in amount, and
                    which do not in any case  materially  detract from the value
                    of the  property  subject  thereto  or  interfere  with  the
                    ordinary conduct of business by Borrower;

               (viii)  arising  from  Indebtedness  which  is  evidenced  by the
                    Mortgage and Deed of Trust dated May 1, 1940,  from Borrower
                    to American National Bank and Trust Company of Chicago,  and
                    any and all supplements thereto;

               (ix) on  any  property  acquired,   constructed  or  improved  by
                    Borrower after the Closing Date which are created or assumed
                    contemporaneously  with, or within one hundred  twenty (120)
                    days  after,   such   acquisition   or  completion  of  such
                    construction  or  improvement,  or  within  six  (6)  months
                    thereafter  pursuant  to a  firm  commitment  for  financing
                    arranged  with a lender or investor  within such one hundred
                    twenty  (120)  day  period,  to secure  or  provide  for the
                    payment of all or any part of such acquisition, construction
                    or  improvement  incurred  after  the  Closing  Date,  or in
                    addition to Liens contemplated by clause (x) below, Liens on
                    any property  existing at the time of  acquisition  thereof,
                    provided  that the Liens  shall  not  apply to any  property
                    theretofore owned by Borrower other than, in the case of any
                    such construction or improvement, any theretofore unimproved
                    real  property on which the property is  constructed  or the
                    improvement is located; and

               (x)  existing on any property or  indebtedness  of a  corporation
                    which is merged with or into or consolidated with Borrower.

          (B)  Assumptions  or Guaranties of  Indebtedness.  Assume,  guarantee,
     endorse,  or otherwise become directly or contingently liable in connection
     with any obligation, except:

               (i)  pursuant   to  the   provisions   of  this   Agreement   and
                    Indebtedness to Bank;

               (ii) Indebtedness incurred in the ordinary course of business;

               (iii)assumptions,   guaranties,   endorsements,   and  contingent
                    liabilities   within  the  definition  of   Indebtedness  or
                    permitted by Section 5.2(H)(iii); and

               (iv) if  such  is  approved  by the  Indiana  Utility  Regulatory
                    Commission.

          (C)  Dissolution.   Dissolve  itself,   liquidate,   wind  up,  merge,
     reorganize or consolidate with or into, or convey, sell, assign,  transfer,
     lease or otherwise  dispose of substantially all of its assets (whether now
     owned or hereafter acquired) to any Person,  except that (1) any Subsidiary
     may merge into or transfer  assets to the Borrower  and (2) any  Subsidiary
     may  merge  into  or  consolidate  with or  transfer  assets  to any  other
     Subsidiary.

          (D) Sale of Assets.  Sell,  lease,  transfer  or dispose of any of its
     assets except:

               (i)  in the ordinary course of Borrower's business;

               (ii) as approved by the Indiana Utility Regulatory Commission; or

               (iii)as such are  released  under the  Mortgage and Deed of Trust
                    dated May 1, 1940,  from Borrower to American  National Bank
                    and Trust  Company of Chicago,  and any and all  supplements
                    thereto.

          (E)  Change in Nature of  Business.  Make any  material  change in the
     nature of its business.

          (F) Sale and Leaseback.  Enter into any sale and leaseback arrangement
     with any lender or investor,  or enter into any leases except in the normal
     course of business at reasonable rents comparable to those paid for similar
     leasehold  interests  in the area and except for those  which do not exceed
     Twenty-Five Million Dollars ($25,000,000) in any single transaction.

          (G) Sale of Accounts. Sell, assign, discount, or dispose in any way of
     promissory  notes or trade  acceptances  held by Borrower,  with or without
     recourse, except in the ordinary course of Borrower's business.

          (H)  Indebtedness.  Incur,  create,  become or be liable  directly  or
     indirectly   in  any  manner  with  respect  to  or  permit  to  exist  any
     Indebtedness except:

               (i)  Indebtedness arising in the ordinary course of business;

               (ii) Indebtedness under the Financing Documents;

               (iii)Indebtedness  with  respect to trade  obligations  and other
                    normal accruals and customer deposits in the ordinary course
                    of  business  not yet due and  payable  in  accordance  with
                    customary  trade terms or with respect to which  Borrower is
                    contesting  in good faith the amount or validity  thereof by
                    appropriate  proceedings  and then only to the  extent  such
                    Person  has  set  aside  on  its  books  adequate   reserves
                    therefor;

               (iv) Indebtedness  outstanding  on the date of this  Agreement in
                    the  form  of  certain  lines  of  credit  (or  replacements
                    therefor) in the aggregate  principal  amount of One Hundred
                    Million Dollars ($100,000,000.00);

               (v)  Indebtedness arising under commercial paper obligations;

               (vi) Indebtedness  approved  by the  Indiana  Utility  Regulatory
                    Commission  or the  Federal  Energy  Regulatory  Commission,
                    provided  that  such  Indebtedness  is pari  passu  with the
                    Indebtedness arising under the Financing Documents; and

               (vii)Indebtedness   secured  by  Liens  permitted  under  Section
                    5.2(A).

          (I)  Other  Agreements.  If there  exists  an Event  of  Default  or a
     condition  exists which, but for the giving of notice or passage of time or
     both, would constitute an Event of Default under this Agreement,  amend any
     of the terms or conditions of any indenture,  agreement, documents, note or
     other   instrument   evidencing,   securing,   or  relating  to  any  other
     Indebtedness permitted under Section 5.2(H).

          (J) Payment or Prepayment of Other Loans.  If there exists an Event of
     Default  or a  condition  exists  which,  but for the  giving  of notice or
     passage of time or both,  would  constitute  an Event of Default under this
     Agreement,  make any payment or  prepayment of any principal of or interest
     on  or  any  payment,  prepayment,  redemption,  defeasance,  sinking  fund
     payment,  other repayment of principal or deposit for the purpose of any of
     the foregoing.

          (K) Change of Fiscal Year. Change its fiscal year.

          (L)  Subordination of Claims. If there exists an Event of Default or a
     condition  exists which, but for the giving of notice or passage of time or
     both,   would   constitute  an  Event  of  Default  under  this  Agreement,
     subordinate  or permit  to be  subordinated  any  present  or future  claim
     against or obligation of another Person,  except as ordered in a bankruptcy
     or similar creditors' remedy proceeding of such other Person.

          (M)  Dividends.  If there  exists an Event of Default  or a  condition
     exists  which,  but for the  giving of notice or  passage  of time or both,
     would  constitute an Event of Default under this  Agreement,  from the time
     hereof and thereafter for so long as any portion of the Loan is outstanding
     or  Borrower  is  indebted  to Bank under any of the  Financing  Documents,
     Borrower shall not declare or make payment of dividends to  shareholders of
     Borrower.

          (N)  Capital  Expenditures.  If there  exists an Event of Default or a
     condition  exists which, but for the giving of notice or passage of time or
     both,  would  constitute  an Event of Default  under this  Agreement,  fund
     aggregate capital  expenditures in any fiscal year in amounts exceeding the
     amount of  depreciation  expense  reflected in the financial  statements of
     Borrower for such fiscal year.

          (O) Financial Covenants.

               (i)  Issue any shares of preferred  stock of Borrower in addition
                    to the  first  100,000  shares  of the  preferred  stock  of
                    Borrower  issued  by  Borrower,  unless  the net  income  of
                    Borrower applicable to the payment of interest on the funded
                    debt of Borrower and the dividends on the preferred stock of
                    Borrower  for any twelve (12)  consecutive  calendar  months
                    within  the  fifteen  (15)   calendar   months   immediately
                    preceding  the calendar  month within which such  additional
                    shares of preferred stock of Borrower shall be issued, shall
                    have  been  at  least  one  and  one-half  (1.5)  times  the
                    aggregate of the interest on the funded debt of Borrower for
                    a twelve (12) month period and the dividend requirements for
                    a twelve  (12) month  period  upon the entire  amount of the
                    preferred  stock  of  Borrower  then  outstanding  and  such
                    additional  shares of the  preferred  stock  proposed  to be
                    issued.

               (ii) Authenticate  or deliver  bonds  upon the basis of  property
                    additions  unless,  as shown by a net earnings  certificate,
                    the net earnings of Borrower  for the period  referred to in
                    such  certificate  shall have been in the aggregate at least
                    equivalent  to two  and  one-half  (2.5)  times  the  annual
                    interest   requirements   as  shown  by  such  net  earnings
                    certificate.

          Borrower  further   covenants  that  it  is  in  compliance  with  the
          aforementioned  financial  covenants as of the Closing Date and at the
          time of any Loan Request,  Borrower  covenants  that it will have gone
          through  all the  calculations  and  will be in  compliance  with  the
          aforementioned financial covenants at the time of an Loan Request.

     Section 5.3.  Reporting  Requirements.  From the date hereof and thereafter
for so long as any  portion of the  Commitment  is  outstanding  or  Borrower is
indebted to Bank under any of the Financing  Documents,  Borrower shall,  unless
Banks shall  otherwise  consent in writing,  furnish or cause to be furnished to
Bank:

          (A) as soon as possible and in any event upon  acquiring  knowledge of
     an Event of Default or Default,  continuing on the date of such  statement,
     the written  statement of an officer of Borrower  setting  forth details of
     such Event of Default or Default and the action which Borrower  proposes to
     take with respect thereto;

          (B)  within  ninety  (90) days  after the end of each  fiscal  year of
     Borrower,  an annual financial statement,  consisting of a balance sheet of
     Borrower as at the end of such year,  a statement of income of Borrower for
     such year  setting  forth in each case the  corresponding  figures  for the
     preceding  fiscal year,  and a statement of cash flows for such year,  such
     statements  to  be  audited  by a  firm  of  independent  certified  public
     accountants selected by Borrower and acceptable to Bank;

          (C) within  forty-five (45) days after the end of each fiscal quarter,
     a balance sheet and combined  operating  income and cash flow  statement in
     the form of the Form l0Q which is filed with the  Securities  and  Exchange
     Commission  as  signed by the  Chief  Financial  Officer  of  Borrower  and
     satisfactory to Bank;

          (D)  simultaneously  with the  furnishing  of the  year-end  financial
     statements of Borrower to be delivered  pursuant to Section  5.3(B) and the
     quarterly  statements  of  Borrower  to be  delivered  pursuant  to Section
     5.3(C),  an  Officer's  Certificate  of an officer  which  shall  contain a
     statement  to the effect that no Event of Default or Default has  occurred,
     without having been waived in writing, or if there shall have been an Event
     of Default not  previously  waived in writing  pursuant  to the  provisions
     hereof, or a Default,  such Officer's Certificate shall disclose the nature
     thereof;

          (E) a certification  in each Loan Request which specifies  Borrower is
     in compliance with the financial covenants required by Section 5.2(O);

          (F) promptly after the  commencement  thereof,  notice of all material
     actions,   suits,   and  proceedings   before  any  court  or  governmental
     department, commission, board, bureau, agency, or instrumentality, domestic
     or foreign, affecting Borrower;

          (G) such other information respecting the business, properties, or the
     condition or operations,  financial or otherwise,  of Borrower as Bank may,
     from time to time, reasonably request;

          (H) prompt written notice of any material adverse change in Borrower's
     condition,  financial or otherwise,  and an explanation  thereof and of the
     actions Borrower proposes to take with respect thereto;

          (I)  immediately,  copies  of any  and  all  notices,  correspondence,
     warnings,  guidance,  or other written materials  specifically  directed at
     Borrower  which have a material  impact on Borrower'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, the substances contained therein,
     or the equipment or operations of Borrower in connection therewith; and

          (J) promptly and in any event within five (5) days thereafter, written
     notice of any change in the name of Borrower.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

     Section 6.1. Events of Default.  Borrower shall be in default under each of
the Financing Documents, upon the occurrence of any one or more of the following
events ("Events of Default"):

          (A) if  Borrower  shall fail to make due and  punctual  payment of any
     fees, interest, and/or other amounts payable as provided in the Note and/or
     in this Agreement within ten (10) days when due and payable, or if Borrower
     shall fail to make due and punctual payment of principal as provided in the
     Notes and/or in this Agreement  when due and payable,  or if Borrower shall
     fail to make any such  payment  of fees,  interest,  principal,  and/or any
     other  amount under this  Agreement  and/or the Notes on the date when such
     payment becomes due and payable by acceleration; or

          (B) if Borrower shall make an assignment for the benefit of creditors,
     or shall fail generally to pay its debts as they become due, or shall admit
     in writing its inability to pay its debts as they become due, or shall file
     a voluntary  petition in  bankruptcy,  or shall file any petition or answer
     seeking   any   reorganization,   arrangement,   composition,   adjustment,
     liquidation, dissolution, or similar relief under the present or any future
     federal  bankruptcy  laws or  other  applicable  federal,  state,  or other
     statute, law or regulation, or shall seek or consent to or acquiesce in the
     appointment of any trustee,  receiver, or liquidator of it or of all or any
     substantial  part of its properties,  or if corporate action shall be taken
     for the purpose of effecting any of the foregoing; or

          (C) to the extent not described in Section  6.1(B) of this  Agreement,
     (i) if Borrower shall be the subject of a bankruptcy proceeding, or (ii) if
     any  proceeding  against  it  seeking  any   reorganization,   arrangement,
     composition, adjustment, liquidation,  dissolution, or similar relief under
     the  present  or any  future  federal  bankruptcy  law or other  applicable
     federal,  foreign,  state  or other  statute,  law or  regulation  shall be
     commenced, or (iii) if any trustee,  receiver or liquidator of it or of all
     or any substantial  part of any or all of its properties shall be appointed
     without  its  consent or  acquiescence;  provided  that in any of the cases
     described  above in this Section  6.1(C),  such  proceeding or  appointment
     shall not be an Event of Default if Borrower shall cause such proceeding or
     appointment to be discharged,  vacated,  dismissed,  or stayed within sixty
     (60) days after commencement thereof; or

          (D) if final  judgment or  judgments in the  aggregate  amount of Five
     Million Dollars ($5,000,000) or more shall be rendered against Borrower and
     shall  remain  undischarged,  unstayed or unpaid for an  aggregate of sixty
     (60) days (whether or not consecutive) after entry thereof; or

          (E) if Borrower  shall default  (after giving effect to any applicable
     grace  period) in the due and  punctual  payment or  payments  on any other
     Indebtedness  which is in excess of the  aggregate  amount of Five  Million
     Dollars  ($5,000,000.00),  other  than  Indebtedness  represented  by  this
     Agreement, or if any default shall have occurred under any mortgage,  note,
     or other agreement  evidencing,  securing, or providing for the creation of
     such  Indebtedness,  which results in the acceleration of such Indebtedness
     or which permits,  or with the giving of notice would permit, any holder or
     holders  of any  such  Indebtedness  in  excess  of  Five  Million  Dollars
     ($5,000,000.00)  in an aggregate  amount to accelerate the stated  maturity
     thereof; or

          (F) if there shall be any default in the  performance  of any covenant
     or condition contained in this Agreement and/or payment of any Indebtedness
     to be  observed or  performed  pursuant to the terms  hereof  after  giving
     effect to any applicable  grace period,  other than a covenant or condition
     referred to in any other  subsection  of this  Section 6.1 and such default
     shall continue  unremedied or unwaived,  (i) in the case of any covenant or
     condition  contained in Section 5.3, for ten (10) Business Days, or (ii) in
     the case of any other covenant or condition for which no other grace period
     is provided, for thirty (30) days; or

          (G) if any of the  representations  and warranties made or deemed made
     by Borrower to Banks pursuant to this  Agreement  proves to have been false
     or misleading in any material respect when made; or

          (H) if there shall be any attachment of any deposits or other property
     of  Borrower  in the  possession  of Banks or any  attachment  of any other
     property of Borrower, which shall not be discharged within thirty (30) days
     of the date of such attachment; or

          (I) if any one of the  unsecured or  uncollateralized  long-term  debt
     obligations  of the  Borrower  is not rated at BBB- or better by Standard &
     Poor's  Corporation,  at Baa3 or better by Moody's Investors Service, or at
     BBB- or better by Duff & Phelps; or

          (J) if at any time, in the sole discretion of Banks,  there appears to
     be no reasonable basis to believe that funds advanced under the Loan can be
     repaid when due; or

          (K) if this Agreement  shall be nullified or shall cease to be in full
     force and effect.

          (L) if the Borrower shall suffer to exist beyond any applicable  grace
     period any event of default  under any material  agreement  relating to the
     borrowing of funds  binding upon the Borrower,  including,  but not limited
     to, the Mortgage and Deed of Trust from Borrower to American  National Bank
     and  Trust  Company  of  Chicago,  dated  May 1,  1940,  and  any  and  all
     supplements  thereto,  unless  such  event of  default  has been  waived in
     writing by the appropriate party or parties to such agreement.

                                  ARTICLE VII

                                REMEDIES OF BANK

     Upon the  occurrence  and during the  continuance of any one or more of the
Events of  Default,  a Bank may  direct  the Agent,  by notice to  Borrower,  to
declare the  obligation of Banks to make Loans to be  terminated,  whereupon the
same shall forthwith terminate and if directed by a Bank Agent may, by notice to
Borrower,  declare the entire unpaid  principal amount of the Notes and all fees
and interest  accrued and unpaid thereon and/or under any of the other Financing
Documents and any and all other  Indebtedness  hereunder to be forthwith due and
payable,  whereupon  the Notes and all such  accrued fees and interest and other
such  Indebtedness  shall  become  and be  forthwith  due and  payable,  without
presentment,  demand,  protest or further  notice of any kind,  all of which are
hereby expressly waived by Borrower; provided, however, that upon the occurrence
of an Event of Default under Section 6.1(B) or (C) of this Agreement, all of the
unpaid principal  amounts of the Notes, all fees and interest accrued and unpaid
thereon and/or under any of the other Financing  Documents and any and all other
such  Indebtedness  of Borrower to Agent,  Banks and/or to any such holder shall
thereupon  be due and payable in full  without any need for Agent,  Banks or any
other  Person  to make  any  such  declaration  or take  any  action  and  Banks
obligations to make the Loan shall simultaneously terminate.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 8.1. Consent to Jurisdiction and Service of Process.  Except to the
extent prohibited by applicable law, Borrower irrevocably:

               (i)  agrees  that any suit,  action,  or other  legal  proceeding
            arising  out of this  Agreement  or the Loan may be  brought  in the
            courts of record of the State of Indiana or the courts of the United
            States located in the State of Indiana;

               (ii) consents to the  jurisdiction of each such court in any such
            suit, action, or proceeding; and

               (iii)waives  any  objection  which it may have to the  laying  of
            venue of such suit, action, or proceeding in any of such courts.

     For such  time as any of the  Indebtedness  of  Borrower  to Banks or Agent
shall be unpaid in whole or in part,  Borrower  irrevocably  designates Bryan G.
Tabler,  Senior Vice President,  Corporate  Secretary and General  Counsel,  One
Monument  Circle,  Indianapolis,  Indiana  46206,  as its  agent to  accept  and
acknowledge  on its  behalf  service  of any and all  process  in any such suit,
action, or proceeding brought in any such court and agrees and consents that any
such  service of process  upon such agent and written  notice of such service to
Borrower by  registered  or  certified  mail shall be taken and held to be valid
personal service upon Borrower  regardless of where Borrower shall then be doing
business  and that any such  service of  process  shall be of the same force and
validity as if service  were made upon it according  to the laws  governing  the
validity  and  requirements  of such  service  in each such state and waives any
claim of lack of personal  service or other error by reason of any such service.
Any notice,  process,  pleadings,  or other  papers  served  upon the  aforesaid
designated  agent shall,  within three (3) Business Days after such service,  be
sent by  certified  or  registered  mail to Borrower at its address set forth in
this Agreement.

     Section 8.2. Rights and Remedies  Cumulative.  No right or remedy conferred
upon or reserved to Agent or Banks in this Agreement is intended to be exclusive
of any other  right or remedy and every  right and remedy  shall,  to the extent
permitted by law, be cumulative  and in addition to every other right and remedy
given under this  Agreement or now or hereafter  existing at law or in equity or
otherwise.  The  assertion  or  employment  of any  right or remedy  under  this
Agreement,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

     Section  8.3.  Delay or Omission  Not  Waiver.  No delay in  exercising  or
failure to exercise by Agent or Banks of any right or remedy  accruing  upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an  acquiescence  therein.  Every  right and remedy
given this  Agreement or by law to Banks may be exercised  from time to time and
as often as may be deemed expedient by Banks.

     Section  8.4.  Amendments.   Agent,  Banks  and  Borrower  may  enter  into
agreements  supplemental  hereto  for the  purpose  of adding or  modifying  any
provisions  to the  Financing  Documents or changing in any manner the rights of
Agent,  Banks or  Borrower  hereunder  or waiving  any  Default  hereunder.  Any
modification,  amendment,  or waiver of any provision of this Agreement shall be
effective only when in writing and signed by each of the parties hereto.

     Section 8.5. Addresses for Notices.  All notices,  requests,  demands,  and
other  communications  provided for hereunder (other than those which, under the
terms of this  Agreement,  may be given by  telephone,  which shall be effective
when received verbally) shall be in writing (including telegraphic,  telexed, or
telecopied  communication)  and mailed,  telegraphed,  telexed,  telecopied,  or
delivered to the applicable party at the addresses indicated below:

         If to Borrower:

                  Indianapolis Power & Light Company
                  One Monument Circle
                  Indianapolis, Indiana  46204
                  Attention:  Daniel L.  Short, Treasurer

         If to Agent or ABN AMRO:

                  ABN AMRO Bank N.V.
                  Agency Services
                  208 South LaSalle Street
                  Chicago, Illinois 60604-1003
                  Attention: Jean Coleman
                  Facsimile: (312) 992-5157
                  Telephone: (312) 992-5179

                  With copies to:

                  ABN AMRO Bank N.V.
                  135 South LaSalle Street
                  Suite 710
                  Chicago, Illinois 60603
                  Attention: Mark Lasek/Sonny Tran
                  Facsimile: (312) 904-1466
                  Telephone: (312) 904-2074 (Mr. Lasek)
                                  (312) 904-4042 (Mr. Tran)

                  ABN AMRO Bank N.V.
                  208 South LaSalle Street
                  Suite 1500
                  Chicago, Illinois 60604-1003
                  Attention: Ken Keck
                  Facsimile: (312) 992-5111
                  Telephone: (312) 992-5134

         If to Union Planters:


                  Union Planters Bank, National Association
                  One Indiana Square, M.S. 227
                  Indianapolis, Indiana  46204
                  Attention: Jay Richards
                  Facsimile: (317) 221-6120
                  Telephone: (317) 221-6085


or, as to each party, at such other address as shall be designated by such party
in a written  notice to each other party  complying as to the delivery  with the
terms  of  this  section.  All  such  notices,  requests,   demands,  and  other
communications shall be effective when received;  provided, however, that in the
case of any notice,  request, demand or other communication given via telegraph,
telex or  telecopier,  notice shall not be  effective  when  received  unless an
identical,  originally executed version of such notice, demand, request or other
communication shall be mailed to the applicable party that same day.

     Section 8.6. Costs,  Expenses,  and Taxes. Borrower agrees to pay on demand
the reasonable  attorney fees and  out-of-pocket  expenses  incurred by Agent in
connection  with  the   preparation,   execution,   delivery,   amendment,   and
administration of the Financing Documents and the Loans.  Borrower agrees to pay
on demand all  reasonable  costs and expenses  (including,  without  limitation,
reasonable  attorneys' fees) incurred by Agent and/or any Bank, upon or after an
Event of  Default,  if any, in  connection  with the  enforcement  of any of the
Financing  Documents  and any  amendments,  waivers,  or consents  with  respect
thereto.  In addition,  Borrower shall pay on demand any and all stamp and other
taxes and fees  payable  or  determined  to be payable  in  connection  with the
execution and delivery of the Financing Documents,  and agrees to save Agent and
each Bank harmless from and against any and all  liabilities  with respect to or
resulting from any delay in paying or omission to pay such taxes or fees, except
those resulting from Agent's or such Bank's willful misconduct. Borrower further
agrees to indemnify Agent and each Bank, its each of their  directors,  officers
and  employees  against  all  losses,  claims,  damages,  penalties,  judgments,
liabilities  and  expenses  (including,  without  limitation,  all  expenses  of
litigation or preparation  therefor  whether or not Agent or any Bank is a party
thereto)  which any of them may pay or incur  arising out of or relating to this
Agreement, the other Financing Documents,  the transactions  contemplated hereby
or the direct or indirect application or proposed application of the proceeds of
any Loan hereunder. The obligations of Borrower under this Section shall survive
the termination of this Agreement.

     Section 8.7.  Participations.  Banks may sell participations in all or part
of the Loan or any other interest herein,  in which event the participant  shall
not have any rights  under any  Financing  Document  (the  participant's  rights
against a Bank in  respect  of that  participation  to be those set forth in the
agreement  executed by such Bank in favor of the participant  relating  thereto)
and all amounts payable by Borrower  hereunder or thereunder shall be determined
as if Banks had not sold such  participation.  Banks may furnish any information
concerning  Banks and Borrower in the  possession  of Banks from time to time to
participants (including prospective participants).

     Section 8.8. Binding Effect; Assignment.

          (A) This  Agreement  shall be binding upon and inure to the benefit of
     Borrower,  Agent,  and Banks and their  respective  successors and assigns,
     except  that  Borrower  shall  not have  the  right to  assign  its  rights
     hereunder or any interest  herein without the prior written consent of each
     Bank.

          (B) Each Bank may,  in the  ordinary  course  of its  business  and in
     accordance  with applicable law, at any time assign to one or more banks or
     other  entities  ("Purchasers")  all or any part of the Loan and its rights
     and obligations  under its Note and under this Agreement,  which assignment
     shall be in an  amount of not less than  $5,000,000  pursuant  to a form of
     assignment  acceptable to Agent,  such Bank and such  Purchaser.  Unless an
     Event of Default has  occurred and is  continuing,  the consent of Borrower
     shall be required prior to an assignment becoming effective with respect to
     a Purchaser  which is not an affiliate of Bank.  Such consent  shall not be
     unreasonably  withheld.  The Bank making such an  Assignment  shall pay the
     Administrative  Agent an  administrative  fee in connection  with each such
     assignment equal to $3,500.

          (C) Upon  delivery to Agent and  Borrower  of a notice of  assignment,
     together  with any consent  required by this Section 8.8,  such  assignment
     shall become  effective on the effective date specified in such notice.  On
     and after the effective date of such  assignment,  such Purchaser shall for
     all  purposes  be a Bank  party to this  Agreement  and shall  have all the
     rights and obligations of a Bank under this  Agreement,  to the same extent
     as if it were an original party hereto, and no further consent or action by
     the Borrower or Bank shall be required to release the transferor  Bank with
     respect to the percentage of the Loan assigned to such Purchaser.  Upon the
     consummation of any assignment to a Purchaser pursuant to this Section 8.8,
     the transferor  Bank and Borrower shall make  appropriate  arrangements  so
     that a replacement  Note is issued to such  transferor  Bank and a new Note
     or, as appropriate,  a replacement  Note, is issued to such  Purchaser,  in
     each case in principal amounts  reflecting its pro rata share of the Loans,
     as adjusted pursuant to such assignment.

          (D) The Borrower  authorizes  each Bank to disclose to any participant
     (pursuant to Section  8.7) or  Purchaser  or any other entity  acquiring an
     interest  in  this  Agreement  or the  Note  by  operation  of law  (each a
     "Transferee")  and any  prospective  Transferee any and all  information in
     Bank's  possession  concerning  the  creditworthiness  of Borrower  and its
     subsidiaries.

          (E) This Agreement and all covenants,  representations  and warranties
     made herein and/or in any of the other  Financing  Documents  shall survive
     the  making  of the Loan,  the  execution  and  delivery  of the  Financing
     Documents and shall continue in effect so long as any amounts payable under
     or in  connection  with  any  of  the  Financing  Documents  or  any  other
     Indebtedness  of  Borrower  to  Agent  or any Bank  remains  unpaid  or the
     Commitment remains outstanding;  provided,  however, that Section 8.6 shall
     survive  and  remain  in full  force and  effect  after  expiration  of the
     Commitment  and  repayment  in  full of all  amounts  payable  under  or in
     connection  with  all  of  the  Financing  Documents  and  any  other  such
     Indebtedness.

     Section 8.9.  Actual  Knowledge.  For purposes of this  Agreement,  neither
Agent nor any Bank shall be deemed to have actual knowledge of any fact or state
of facts unless the senior loan  officer or any other  officer  responsible  for
Borrower's account established  pursuant to this Agreement at Agent or such Bank
shall, in fact,  have actual  knowledge of such fact or state of facts or unless
written  notice of such fact shall have been  received  by Agent or such Bank in
accordance with Section 8.5.

     Section 8.10. Governing Law. This Agreement and the Notes shall be governed
by and  construed in accordance  with the laws of the State of Illinois  without
regard to the conflicts of law rules thereof.

     Section 8.11.  Severability of Provisions.  Any provision of this Agreement
which is prohibited  or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.

     Section 8.12. Headings.  Article and Section headings in this Agreement are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Agreement for any other purpose.




<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as a sealed  instrument by their  respective  officers  thereunto  duly
authorized, as of the date first above written.

ATTEST:                               INDIANAPOLIS POWER & LIGHT COMPANY


By: /s/                               By:/s /Daniel L. Short
    -----------------------------        --------------------------------------
                                         Daniel L. Short, Treasurer
Its: Assistant Secretary
     ----------------------------


                                      ABN AMRO BANK N.V., in its
                                      individual capacity as Agent
                                      and as a Bank


                                      By:/s/ Mark R. Lasek
                                         --------------------------------------
                                         Mark R. Lasek, Senior Vice President


                                      By:/s/ Sonny K. Tran
                                         --------------------------------------
                                         Sonny K. Tran, Assistant Vice President


                                      UNION PLANTERS BANK, NATIONAL ASSOCIATION


                                      By:/s/ Jay Richards
                                         --------------------------------------
                                         Jay Richards, Vice President



<PAGE>



                                                       EXHIBIT A



                                                       REVOLVING LINE
                                                       OF CREDIT PROMISSORY NOTE
                                                       (UNSECURED)


$_____________                                  Effective Date: November 1, 2000



     FOR  VALUE  RECEIVED,  INDIANAPOLIS  POWER  &  LIGHT  COMPANY,  an  Indiana
corporation (hereinafter referred to as "Maker"), having its principal office at
One Monument Circle, Indianapolis, Indiana 46204, hereby promises to pay, unless
duly   extended,   on  or  before   the   Termination   Date  to  the  order  of
________________,  having  its  principal  office at 135 South  LaSalle  Street,
Chicago,  Illinois 60603 (hereinafter referred to as "Lender"),  in lawful money
of the United States of America, at ABN AMRO Bank N.V.'s principal office at 135
South LaSalle Street, Chicago,  Illinois 60603 or at such other place or to such
other  party as the  holder  hereof may from time to time  designate  by written
notice, the principal sum of ________________  Dollars  ($_____________)  or, if
less, the aggregate unpaid principal amount of all Loans made by Lender to Maker
pursuant to the provisions of that certain Loan  Agreement  dated as of November
1, 2000, as from time to time amended (the "Loan Agreement").

     Interest on the balance of the principal remaining unpaid from time to time
shall be payable (i) prior to maturity,  by  acceleration  or otherwise,  at the
rates per annum as set forth in the Loan  Agreement,  computed on a 360-day year
basis, or (ii) after maturity, by acceleration or otherwise at four percent (4%)
per annum in excess of the  applicable  rate as set forth in or  pursuant to the
terms of the Loan Agreement, until paid, all with reasonable attorneys' fees and
without relief from valuation and appraisement laws.

     Interest at the specified  rate shall be due and payable on the first (1st)
day of each month after the date hereof or, at the discretion of either Maker or
Bank,  upon maturity of any Loan. Any change in the rate of interest  payable on
this Note resulting from a change in the floating rate shall become effective on
the same day of such  change.  If not  sooner  paid,  the  balance of the unpaid
principal  and all  accrued  and  unpaid  interest  shall be due and  payable on
maturity of this Note pursuant to the provisions of the Loan Agreement.

     This  Note is given as  evidence  of the Loan  made to Maker by the  Lender
pursuant to the Loan Agreement.  This Note is referred to in, and is entitled to
the benefits and further security of the Loan Agreement. This Note is subject to
the terms and conditions of the Loan Agreement,  including those which determine
the interest rate,  when payment of this Note may be accelerated and all amounts
hereunder  declared  immediately  due and payable,  the  provisions  relating to
renewal and maturity of this Note,  and when  payments of principal and interest
may be made. If not defined herein, all capitalized terms shall have the meaning
as defined in the Loan Agreement.

     In the event of the nonpayment of any installment of principal of this note
when due and payable or the  nonpayment of interest of this Note within ten (10)
days when due and payable or upon the  occurrence  of an Event of Default  under
the Loan  Agreement,  the whole sum of principal and accrued  interest shall, at
the  option of Lender,  immediately  become due and  payable  without  notice or
demand, anything contained herein or in any instrument now or hereafter securing
this Note to the  contrary  notwithstanding,  time  being of the  essence.  Said
option shall continue until such defaults have been cured.

     Maker and all endorsers,  sureties and guarantors  hereof  severally  waive
demand,  presentment  for  payment,  notice of  dishonor,  protest and notice of
protest,  and expressly agree that this Note and any payment coming due under it
may be extended from time to time without in any way affecting  their  liability
hereunder.

     The rights or  remedies  of the holder  hereof as provided in this Note and
the Loan  Agreement  shall be  cumulative  and  concurrent,  and may be  pursued
singly,  successively,  or  together.  No delay or  omission  on the part of the
Lender in the exercise of any right or remedy shall operate as a waiver thereof,
and no single or partial  exercise  by the  Lender of any right or remedy  shall
preclude other or further exercise thereof or of any other right or remedy.

     This  Note  is  executed  and  delivered  by  Maker  pursuant  to the  Loan
Agreement.

     Notwithstanding  anything  herein or in the Loan Agreement to the contrary,
no  provision  contained  herein and no  provision  contained in any of the Loan
Agreement  which purports to obligate Maker to pay any amount of interest or any
fees,  costs or  expenses  which  are in  excess  of the  maximum  permitted  by
applicable law, shall be effective to the extent that it requires the payment of
any interest or other sums in excess of such  maximum.  In the event Maker shall
at any time  following  the date  hereof pay any amount of interest or any fees,
costs or expenses  which are in excess of the maximum  permitted  by  applicable
law,  such  overpayments  shall be deemed to be loans  from  Maker to the holder
hereof,  which loans shall be due and payable by the holder upon demand by Maker
together with interest from the date or dates of such overpayments calculated at
the same rate as Maker is required to pay under this Note,  and the repayment of
such loans by the holder  hereof shall be the sole remedy at law or in equity of
Maker for such overpayments.

     The person  executing this Note for and on behalf of Maker hereby certifies
that he is duly empowered by Maker and has been duly authorized by all necessary
corporate  action on the part of Maker to execute and deliver  this Note for and
on behalf of Maker.

     Maker  agrees  to pay,  and save the  Lender  or any  holder  of this  Note
harmless  against,  any  liability  for the  payment of any costs and  expenses,
including  reasonable attorneys fees, arising or incurred in connection with the
enforcement  by the Lender or any  holder of the Note of any  rights  under this
Note.

     Maker  authorizes the Lender and its affiliates,  without notice,  to apply
any balances, credits, deposits or moneys of Maker in the Lender's possession to
payment  of any of the  foregoing.  Time is of the  essence of this Note and all
other obligations of Maker to the Lender or any of its affiliates.

     THE VALIDITY OF THIS NOTE, ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT
AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER,  GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT
REGARD TO ITS  PRINCIPLES OF CONFLICTS OF LAW.  MAKER AGREES THAT ALL ACTIONS OR
PROCEEDINGS  ARISING IN  CONNECTION  WITH THIS NOTE SHALL BE TRIED AND LITIGATED
ONLY IN THE STATE COURTS  LOCATED IN THE COUNTY OF COOK,  STATE OF ILLINOIS,  OR
THE FEDERAL COURTS WHOSE VENUE  INCLUDES THE COUNTY OF COOK,  STATE OF ILLINOIS,
OR, AT THE SOLE  OPTION OF  LENDER,  IN ANY OTHER  COURT IN WHICH  LENDER  SHALL
INITIATE   LEGAL  OR  EQUITABLE   PROCEEDINGS   AND  WHICH  HAS  SUBJECT  MATTER
JURISDICTION  OVER THE  MATTER  IN  CONTROVERSY.  MAKER  WAIVES,  TO THE  EXTENT
PERMITTED UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY AND ANY RIGHT MAKER
MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON  CONVENIENS" OR TO OBJECT TO VENUE
TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH.

     IN WITNESS  WHEREOF,  Maker has executed  this Note by its duly  authorized
officer effective as of the day and year first above written.

                                       INDIANAPOLIS POWER & LIGHT COMPANY


                                       By:
                                          --------------------------------------
                                          Daniel L. Short, Treasurer

<PAGE>

                                                                EXHIBIT 10.10(1)

                        FIRST AMENDMENT TO LOAN AGREEMENT

          This First Amendment to Loan Agreement (this  "Amendment") dated as of
October 31, 2001, by and among  Indianapolis  Power & Light Company,  an Indiana
corporation  with  its  principal  place of  business  at One  Monument  Circle,
Indianapolis,  Indiana 46204  ("Borrower"),  each of the financial  institutions
from time to time party to the below defined Loan  Agreement  (each a "Bank" and
collectively,  the  "Banks"),  and  ABN  AMRO  Bank  N.V.  in  its  capacity  as
administrative agent for the Banks (in such capacity, the "Agent").

                                WITNESSETH THAT:

          WHEREAS,  the  Borrower,  the  Banks  and the  Agent are party to that
certain  Loan  Agreement  dated  as of  November  1,  2000,  (together  with all
exhibits, schedules,  attachments,  appendices and amendments thereof, the "Loan
Agreement"); and

          WHEREAS,  Union Planters Bank National  Association has decided not to
extend its  commitment  under the Loan  Agreement  and,  accordingly,  as of the
effective date of this  Amendment it is no longer  obligated to extend credit to
the Borrower pursuant to the terms of the Loan Agreement; and

          WHEREAS, the Borrower has requested that, among other things, the Loan
Agreement be extended for an additional year and the Banks are agreeable to such
request upon, and subject to, the terms set forth herein.

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  the Borrower,  the Banks and the
Agent hereby agree as follows:

     1. The reference to "Union Planters Bank National Association" in the title
page is hereby deleted.

     2. The  definition  of "Fixed  Rate"  appearing  in Section 1.1 of the Loan
Agreement is hereby deleted in its entirety.

     3. The definition of "Fixed Rate Loan" appearing in Section 1.1 of the Loan
Agreement  is hereby  deleted in its entirety and the  following  definition  is
hereby substituted therefor:

          "Fixed  Rate  Loan"  means a Loan  bearing  interest  at the rate
          described in 2.1(C)(ii) hereof.

     4. The definition of "Floating  Rate"  appearing in Section 1.1 of the Loan
Agreement  is hereby  deleted in its entirety and the  following  definition  is
hereby substituted therefor:

          "Floating  Rate" means the rate per annum  (rounded  upwards,  if
          necessary, to the next 1/16 of one percent (.0625%)) equal to the
          greater  of (a) the Base Rate in effect on such day,  and (b) the
          Federal  Funds   Effective  Rate  in  effect  on  such  day  plus
          fifty-five basis points (0.55%).

     5. The definition of "Notes" appearing in Section 1.1 of the Loan Agreement
is hereby amended by deleting reference to the "Union Planters Note".

     6. The definition of "Union  Planters Note" appearing in Section 1.1 of the
Loan Agreement is hereby deleted in its entirety.

     7. The following  definitions  are hereby  inserted into Section 1.1 of the
Loan Agreement in proper alphabetical order:

          "Adjusted  LIBOR" means, for any Borrowing of Fixed Rate Loans, a
          rate per  annum  determined  in  accordance  with  the  following
          formula:

            Adjusted       LIBOR =               LIBOR
                                      -----------------------------------
                                       1 - Eurodollar Reserve Percentage

          "Applicable  Margin"  means the  margin  to be added to  Adjusted
          LIBOR to determine the interest  rate  applicable to a Fixed Rate
          Loan, such margin to be determined based upon the following grid:

                             S&P Rating      Moody's Rating    Applicable Margin
                             ----------      --------------    -----------------
                            Greater than      Greater than     (in Basis Points)
                            or Equal to:      or Equal to:

              Level I          A-                A3                  50
              Level II         BBB               Baa2                75
              Level III        BBB-              Baa3                100


          In the event  that the S&P Rating  and  Moody's  Rating are not at the
          same Level, the Applicable  Margin shall be determined on the basis of
          the  higher  of the two  ratings  unless  there is more than one Level
          differential between such ratings in which event the Applicable Margin
          shall be determined using the middle Level.

          "Applicable  Telerate Page" means the display page  designated as
          "Page 3750" on the  Telerate  Service (or such other pages as may
          replace  any such page on that  service or such other  service as
          may be  nominated  by the  British  Bankers'  Association  as the
          information vendor for the purpose of displaying British Bankers'
          Association  Interest  Settlement  Rates  for  deposits  in  U.S.
          Dollars).

          "Borrowing"  means the total of Loans of a single type  advanced,
          continued for an additional  Interest Period, or converted from a
          different  type into such type by the Banks on a single  date and
          for a  single  Interest  Period.  Borrowings  of  Loans  are made
          severally  by and  maintained  ratably  for  each  of  the  Banks
          according  to  their  share  of  the  aggregate  Commitments.   A
          Borrowing is "advanced" on the day Banks advance funds comprising
          such  Borrowing to  Borrower,  is  "continued"  on the date a new
          Interest  Period  for the same type of Loans  commences  for such
          Borrowing and is "converted"  when such Borrowing is changed from
          one  type of Loan to the  other,  all as  requested  by  Borrower
          pursuant to Section 2.1(B).

          "Eurodollar  Reserve  Percentage" means for an Borrowing of Fixed
          Rate Loans from any Bank,  the daily  average for the  applicable
          Interest  Period of the actual  effective  rate,  expressed  as a
          decimal, at which reserves  (including,  without limitation,  any
          supplemental,  marginal and emergency reserves) are maintained by
          such Bank during such Interest Period pursuant to Regulation D of
          the Board of  Governors  of the  Federal  Reserve  System (or any
          successor)  on  "eurocurrency  liabilities",  as  defined in such
          Board's  Regulation  D (or in  respect of any other  category  of
          liabilities  that  includes  deposits by  reference  to which the
          interest  rate on Fixed Rate Loans is  determined or any category
          of  extensions  of credit or other assets that  include  loans by
          non-United   States   offices  of  any  Bank  to  United   States
          residents), subject to any amendments of such reserve requirement
          by  such  Board  or  its  successor,   taking  into  account  any
          transitional   adjustments   thereto.   For   purposes   of  this
          definition,   the  Fixed  Rate  Loans   shall  be  deemed  to  be
          "eurocurrency  liabilities"  as defined in  Regulation  D without
          benefit or credit for any prorations, exemptions or offsets under
          Regulation D.

          "Interest Period" is defined in Section 2.1(C)(iii) hereof.

          "LIBOR"  means,  for an Interest  Period for a Borrowing of Fixed
          Rate Loans, (a) the LIBOR Index Rate for such Interest Period, if
          such rate is available, and (b) if the LIBOR Index Rate cannot be
          determined, the arithmetical average of the rates of interest per
          annum   (rounded   upwards,   if   necessary,   to  the   nearest
          one-sixteenth of one percent) at which deposits in U.S.  Dollars,
          in immediately  available funds are offered to the Administrative
          Agent at 11:00 a.m. (London,  England time) two (2) Business Days
          before the  beginning of such  Interest  Period by major banks in
          the interbank  eurodollar market for delivery on the first day of
          and for a period equal to such Interest Period in an amount equal
          or  comparable  to the  principal  amount of the Fixed  Rate Loan
          scheduled to be made by each Lender as part of such Borrowing.

          "LIBOR Index Rate" means, for any Interest  Period,  the rate per
          annum  (rounded  upwards,  if  necessary,   to  the  next  higher
          one-sixteenth  of one percent)  for deposits in U.S.  Dollars for
          delivery  on the  first  day of and for a  period  equal  to such
          Interest Period in an amount equal or comparable to the principal
          amount of the Fixed Rate Loan scheduled to be made by each Lender
          as  part of  such  Borrowing,  which  appears  on the  Applicable
          Telerate Page as of 11:00 a.m. (London,  England time) on the day
          two (2) Business  Days before the  commencement  of such Interest
          Period.

          "Moody's  Rating"  means the issuer  rating  assigned  by Moody's
          Investors  Service,  Inc.  and any  successor  thereto  that is a
          nationally  recognized  rating  agency  to  the  Borrower  (or if
          neither Moody's  Investors  Service,  Inc. nor any such successor
          shall  be  in  the  business  of  providing  issuer  ratings,   a
          nationally  recognized  rating  agency  in the  United  States of
          America as mutually  agreed between the Banks and Borrower).  Any
          reference in this Agreement to any specific rating is a reference
          to such rating as currently defined by Moody's Investors Service,
          Inc.  (or such a  successor)  and shall be deemed to refer to the
          equivalent rating if such rating system changes.

          "S&P  Rating"  means the  rating  assigned  by  Standard & Poor's
          Ratings Group, a division of The McGraw-Hill Companies,  Inc. and
          any  successor  thereto  that is a nationally  recognized  rating
          agency to the outstanding  senior unsecured  non-credit  enhanced
          long-term  indebtedness  of the  Borrower  (or,  if neither  such
          division  nor any  successor  shall be in the  business of rating
          long-term indebtedness,  a nationally recognized rating agency in
          the  United  States  as  mutually  agreed  between  the Banks and
          Borrower). Any reference in this Agreement to any specific rating
          is a reference to such rating as currently  defined by Standard &
          Poor's Ratings Group,  a division of The  McGraw-Hill  Companies,
          Inc.  (or such a  successor)  and shall be deemed to refer to the
          equivalent rating if such rating system changes.

     8. The date "October 31, 2001"  appearing in the definition of "Termination
Date" in  Section  1.1 of the Loan  Agreement  is  hereby  deleted  and the date
"October 30, 2002" is hereby substituted therefor.

     9. The proviso  appearing in the last sentence of Section  2.1(A) is hereby
deleted in its entirety.

     10.  Subsection  2.1(B) is hereby deleted in its entirety and the following
subsection 2.1(B) is hereby substituted therefor:

          (B) Manner of  Borrowing  Loans and  Designating  Interest  Rates
          Applicable to Loans

               (i) Notice to Agent.  The Borrower shall give notice to the Agent
               by no later than  12:00  noon (New York time) (i) at least  three
               (3) Business Days before the date on which Borrower  requests the
               Banks to advance a Borrowing of Fixed Rate Loans,  or (ii) on the
               date on which Borrower  requests the Banks to advance a Borrowing
               of Floating  Rate  Loans.  The Loans  included in each  Borrowing
               shall bear  interest  initially at the type of rate  specified in
               such notice of a new  Borrowing.  Thereafter,  Borrower  may from
               time to time  elect to change or  continue  the type of  interest
               rate borne by each Borrowing or, subject to Section 2.1's minimum
               amount  requirement  for each  outstanding  Borrowing,  a portion
               thereof,  as  follows:  (i) if such  Borrowing  is of Fixed  Rate
               Loans, on the last day of the Interest Period applicable thereto,
               Borrower may continue part or all of such Borrowing as Fixed Rate
               Loans for an Interest  Period or Interest  Periods  specified  by
               Borrower or convert part or all of such  Borrowing  into Floating
               Rate Loans, and (ii) if such Borrowing is of Floating Rate Loans,
               on any  Business  Day,  Borrower  may convert all or part of such
               Borrowing  into  Fixed  Rate  Loans  for an  Interest  Period  or
               Interest Periods  specified by Borrower.  Borrower shall give all
               such notices requesting, the advance, continuation, or conversion
               of a  Borrowing  to the Agent by  telephone  or  telecopy  (which
               notice  shall be  irrevocable  once given and,  if by  telephone,
               shall  be  promptly   confirmed  in  writing).   Notices  of  the
               continuation of a Borrowing of Fixed Rate Loans for an additional
               Interest  Period  or of  the  conversion  of  part  or  all  of a
               Borrowing  of Fixed  Rate Loans  into  Floating  Rate Loans or of
               Floating  Rate  Loans  into  Fixed Rate Loans must be given by no
               later than 12:00 noon (New York time) at least three (3) Business
               Days before the date of the requested continuation or conversion.
               All  such  notices  concerning  the  advance,   continuation,  or
               conversion  of a Borrowing  shall be  irrevocable  once given and
               shall specify the date of the requested advance,  continuation or
               conversion of a Borrowing  (which shall be a Business  Day),  the
               amount of the requested Borrowing to be advanced,  continued,  or
               converted,  the type of Loans to comprise such new,  continued or
               converted  Borrowing and, if such Borrowing is to be comprised of
               Fixed  Rate  Loans,  the  Interest  Period  applicable   thereto.
               Borrower agrees that the Agent may rely on any such telephonic or
               telecopy  notice given by any person it in good faith believes is
               an authorized representative without the necessity of independent
               investigation,  and in the  event any such  notice  by  telephone
               conflicts with any written  confirmation,  such telephonic notice
               shall  govern if the Agent has acted in reliance  thereon.  There
               may be no more than six different  Interest  Periods in effect at
               any one time,  provided  that for  purposes  of  determining  the
               number  of  Interest  Periods  in  effect  at any one  time,  all
               Floating  Rate  Loans  shall be  deemed  to have one and the same
               Interest Period.

               (ii) Notice to the Banks. The Agent shall give prompt  telephonic
               or  telecopy  notice to each  Bank of any  notice  from  Borrower
               received  pursuant to Section  2.1(B)(i)  above.  The Agent shall
               give  notice  to  Borrower  and  each  Bank by like  means of the
               interest  rate  applicable  to each  Borrowing  of Floating  Rate
               Loans.

               (iii)  Borrower'  Failure to Notify.  If  Borrower  fails to give
               notice pursuant to Section 2.1(B)(i) above of the continuation or
               conversion of any outstanding  principal amount of a Borrowing of
               Fixed Rate Loans before the last day of its then current Interest
               Period  within the period  required by Section  2.1(B)(i) and has
               not  notified  the Agent  within the period  required  by Section
               2.1(D) that it intends to prepay such  Borrowing,  such Borrowing
               shall  automatically  be  converted  into a Borrowing of Floating
               Rate  Loans,  subject  to Section  3.1  hereof.  The Agent  shall
               promptly  notify  the Banks of  Borrower's  failure  to so give a
               notice under Section 2.1(B)(i).

               (iv)  Disbursement of Loans.  Not later than 12:00 noon (New York
               time) on the date of any requested  advance of a new Borrowing of
               Fixed Rate Loans, and not later than 2:00 p.m. (New York time) on
               the date of any requested  advance of a new Borrowing of Floating
               Rate  Loans,  subject to  Section 6 hereof,  each Bank shall make
               available  its Loan  comprising  part of such  Borrowing in funds
               immediately available at the principal office of the Agent in New
               York,  New York. The Agent shall make available to Borrower Loans
               at the  Administrative  Agent's principal office in New York, New
               York or such other office as the Agent has  previously  agreed in
               writing  to with  Borrower,  in each  case in the  type of  funds
               received by the Agent from the Banks.

               (v) Agent  Reliance on Bank Funding.  Unless the Agent shall have
               been  notified  by a Bank  before  the date on which such Bank is
               scheduled  to make payment to the Agent of the proceeds of a Loan
               (which  notice shall be effective  upon  receipt)  that such Bank
               does not intend to make such  payment,  the Agent may assume that
               such  Bank has made  such  payment  when due and the Agent may in
               reliance upon such assumption (but shall not be required to) make
               available to Borrower the proceeds of the Loan to be made by such
               Bank and,  if any Bank has not in fact made such  payment  to the
               Agent,  such Bank shall,  on demand,  pay to the Agent the amount
               made  available to Borrower  attributable  to such Bank  together
               with  interest  thereon  in respect of each day during the period
               commencing on the date such amount was made available to Borrower
               and ending on (but excluding) the date such Bank pays such amount
               to the Agent at a rate per  annum  equal to (i) from the date the
               related  payment  was  made  by the  Agent  to the  date  two (2)
               Business  Days after payment by such Bank is due  hereunder,  the
               Federal Funds  Effective Rate for each such day and (ii) from the
               date two (2)  Business  Days  after the date such  payment is due
               from such Bank to the date such payment is made by such Bank, the
               Floating  Rate in effect for each such day. If such amount is not
               received  from such Bank by the Agent  immediately  upon  demand,
               Borrower will, on demand,  repay to the Agent the proceeds of the
               Loan  attributable  to such Bank with interest  thereon at a rate
               per annum equal to the interest  rate  applicable to the relevant
               Loan.

     11.  Subsection  2.1(C)(ii)  is  hereby  deleted  in its  entirety  and the
following subsection 2.1(C)(ii) is hereby substituted therefor:

          Each  Fixed  Rate Loan made or  maintained  by a Bank  shall bear
          interest during each Interest Period it is outstanding  (computed
          on the basis of a year of 360 days and actual  days  elapsed)  on
          the unpaid  principal  amount  thereof from the date such Loan is
          advanced,  continued,  or created by  conversion  from a Floating
          Rate Loan until maturity  (whether by  acceleration or otherwise)
          at a rate per  annum  equal to the sum of the  Applicable  Margin
          plus the Adjusted  LIBOR  applicable  for such  Interest  Period,
          payable on the last day of the  Interest  Period and at  maturity
          (whether by  acceleration  or otherwise),  and, if the applicable
          Interest  Period  is  longer  than  three  months,  on  each  day
          occurring  every  three  months  after the  commencement  of such
          Interest Period.

     12.  A  new  subsection  2.1(C)(iii)  is  hereby  inserted  into  the  Loan
Agreement, which subsection 2.1(C)(iii) shall read as follows:

          As  provided  in Section  2.1(B)(i)  hereof,  at the time of each
          request of a Borrowing of Fixed Rate Loans, Borrower shall select
          an  Interest  Period  applicable  to such  Loans  from  among the
          available  options.  The term "Interest  Period" means the period
          commencing  on  the  date  a  Borrowing  of  Loans  is  advanced,
          continued,  or created by conversion and ending:  (a) in the case
          of Floating Rate Loans, on the last Business Day of each calendar
          month,  and (b) in the case of Fixed  Rate  Loans,  1, 2, 3, or 6
          months thereafter; provided, however, that:

               (a) any  Interest  Period for a Borrowing  of Floating  Rate
               Loans that otherwise  would end after the  Termination  Date
               shall end on the Termination Date;

               (b) for any Borrowing of Fixed Rate Loans,  Borrower may not
               select an Interest Period that extends the Termination Date;

               (c)  whenever  the last  day of any  Interest  Period  would
               otherwise be a day that is not a Business  Day, the last day
               of such  Interest  Period  shall  be  extended  to the  next
               succeeding  Business Day,  provided  that, if such extension
               would  cause  the  last  day  of an  Interest  Period  for a
               Borrowing  of Fixed  Rate  Loans  to occur in the  following
               calendar  month,  the last day of such Interest Period shall
               be the  immediately  preceding  Business  Day;  and  (d) for
               purposes of determining  an Interest  Period for a Borrowing
               of Fixed Rate Loans, a month means a period  starting on one
               day in a  calendar  month  and  ending  on  the  numerically
               corresponding  day in the  next  calendar  month;  provided,
               however,  that if there is no numerically  corresponding day
               in the month in which such an  Interest  Period is to end or
               if such an Interest  Period  begins on the last Business Day
               of a calendar month,  then such Interest Period shall end on
               the last  Business Day of the  calendar  month in which such
               Interest Period is to end.

     13. Subsections 2.1(D)(i) and (ii) are hereby deleted in their entirety and
the following subsections 2.1(D)(i) and (ii) are hereby substituted therefor:

          (i) On the last day of an  Interest  Period  for the  Loan,  upon
          three (3) prior Business Day's notice to Agent; or

          (ii) On any other  Business  Day,  upon three (3) prior  Business
          Day's notice to Agent,  and provided  Borrower  shall pay to each
          Bank,  on its  demand,  as  compensation  for a  Bank's  cost  of
          reemploying  funds  acquired  by such Bank to fund the  Loan,  an
          amount  determined by such Bank in its sole discretion,  equal to
          the excess, if any, of (a) the additional interest which, but for
          the prepayment,  would have been payable on the prepaid Loan from
          the date of  prepayment  until  the last day of the then  current
          Interest  Period  applicable  to the Loan,  over (b) the interest
          amount,  as reasonably  determined  by such Bank,  that such Bank
          would have bid for deposits of alike amount for a period from the
          date  of  prepayment  until  the  last  day of the  then  current
          Interest  Period  applicable to that Loan.  In addition  Borrower
          shall pay to each Bank any loss, cost or expense a Bank may incur
          as a result of (x)  Borrower's  failure  for any reason to make a
          Borrowing,  or convert a Floating Rate Loan to a Fixed Rate Loan,
          on the date  previously  specified  by Borrower,  (y)  Borrower's
          failure  to  prepay  a Fixed  Rate  Loan on the  date  previously
          specified  by  Borrower,  or (z) the payment or  conversion  of a
          Fixed Rate Loan on a date other than the last day of the Interest
          Period    applicable    thereto   for   any   reason   (including
          acceleration).

     14. The grid  appearing  in  Section  2.8 of the Loan  Agreement  is hereby
deleted in its entirety and the following grid is hereby substituted therefor:

                   S&P Rating       Moody's Rating      Facility Fee Rate
                   ----------       --------------      -----------------
                  Greater than       Greater than        Basis Points of
                  or Equal to:       or Equal to:           Aggregate
                                                           Commitment

      Level I        A                  A2                    15
      Level II       A-                 A3                    17.5
      Level III      BBB+               Baa1                  20
      Level IV       BBB                Baa2                  25
      Level V        BBB-               Baa3                  30


     15.  Section  2.10 is hereby  deleted  in its  entirety  and the  following
subsection 2.10 is hereby substituted therefor:

          [Intentionally Omitted].

     16. A new Section 2.13 is hereby  inserted into the Loan  Agreement,  which
Section 2.13 shall read as follows:

          If on or prior to the first day of any  Interest  Period  for any
          Borrowing of Fixed Rate Loans:

               (a) the Agent  determines that deposits in U.S.  Dollars (in
               the applicable amounts) are not being offered to major banks
               in the eurodollar interbank market for such Interest Period,
               or that by reason of  circumstances  affecting the interbank
               eurodollar market adequate and reasonable means do not exist
               for ascertaining the applicable LIBOR, or

               (b) a Bank  reasonably  determines  and so advises the Agent
               that LIBOR as  reasonably  determined  by the Agent will not
               adequately  and  fairly  reflect  the  cost to such  Bank of
               funding  its  Fixed  Rate  Loans or Loan  for such  Interest
               Period,

          then the Agent shall  forthwith  give notice  thereof to Borrower
          and the Banks,  whereupon until the Agent notifies  Borrower that
          the circumstances giving rise to such suspension no longer exist,
          the  obligations  of the  Banks or of the  relevant  Bank to make
          Fixed Rate Loans shall be suspended.

     17.  Section 5.3(C) of the Loan Agreement is hereby deleted in its entirety
and the following new Section 5.3(C) is hereby substituted therefor:

          within  forty-five  (45) days  after the end of each of the first
          three  quarterly  fiscal  periods  of  Borrower,  a  consolidated
          unaudited balance sheet of Borrower,  and the related  statements
          of income and  statements  of cash flow,  as of the close of such
          period,  all of the foregoing  prepared by Borrower in reasonable
          detail in accordance  with GAAP  applicable to interim  financial
          statements and certified by Borrower's  President or Treasurer as
          fairly presenting the financial condition as at the dates thereof
          and the results of operations  for the periods  covered  thereby,
          subject to customary year-end adjustments.

     18.  Section 8.1 of the Loan  Agreement  is hereby  amended by deleting the
reference to "Bryan G. Tabler,  Senior Vice President,  Corporate  Secretary and
General  Counsel" and  inserting in its place a reference to "William H. Henley,
President".

     19.  Section 8.5 of the Loan  Agreement  is hereby  amended by changing the
address for notices to the Agent or ABN AMRO to read as follows:

          Notices  shall  be  sent  to ABN  AMRO or  Agent  per the  notice
          information set forth on Schedule 1 hereto.

     20.  Section  8.5 of the Loan  Agreement  is hereby  amended  by (i) in the
notice  information  for the  Borrower,  replacing  the  reference to "Daniel L.
Short, Treasurer" with a reference to "Director, Financial Services".

     21. A new  Schedule 1 in the form of  Schedule 1 hereto is hereby  added to
the Loan Agreement.

     22. The  number  "$30,000,000.00"  appearing  on the title page of the Loan
Agreement  is  hereby  deleted  and  the  number   "$15,000,000.00"   is  hereby
substituted in its place.

     23. The  definition of "Aggregate  Commitment"  appearing in Section 1.1 of
the  Loan  Agreement  is  hereby  deleted  in its  entirety  and  the  following
definition is hereby substituted therefor:

          "Aggregate  Commitment"  means Fifteen Million and No/100 Dollars
          ($15,000,000.00),  representing the aggregate  Commitments of the
          Banks."

          Except as expressly  amended hereby,  the Loan Agreement and all other
documents executed in connection therewith shall remain in full force and effect
in  accordance  with their  respective  terms.  The Loan  Agreement,  as amended
hereby,  and all rights and powers created  thereby and thereunder or under such
other documents are in all respects  ratified and confirmed.  From and after the
date hereof,  the Loan  Agreement  shall be deemed to be amended and modified as
herein  provided,  but,  except as so amended and modified,  the Loan  Agreement
shall  continue  in full force and effect in  accordance  with its terms and the
Loan Agreement and this Amendment shall be read,  taken and construed as one and
the same  instrument.  On and after the date hereof the term "Agreement" as used
in the Loan Agreement and all other references to the Loan Agreement in the Loan
Agreement,  the other documents executed in connection therewith and/or herewith
or any other  instrument,  document or writing  executed by the  Borrower or any
other person or furnished to the Agent and/or the Banks by the Borrower,  or any
other  person  in  connection  herewith  or  therewith,  shall be deemed to be a
reference to the Loan Agreement as hereby amended.

          As a condition  precedent to the effectiveness of this Amendment,  the
Borrower  shall pay to the Agent,  for the benefit of the Banks based upon their
Commitments, an amendment fee equal to two and one-half basis points (0.025%) of
the aggregate Commitments in effect on the effective date hereof.

          On and as of the date hereof, the Borrower  represents and warrants to
the Agent and the Banks that:

              (a) Except for the  litigation  disclosed on Schedule II hereto to
       the extent such  litigation  could have a material  adverse effect on the
       Borrower's   financial   condition,   properties,   or  operations,   the
       representations  and warranties  contained in this Amendment and the Loan
       Agreement are true and correct in all material respects,  in each case as
       though  made on and as of the date  hereof,  except  to the  extent  such
       representations and warranties relate solely to an earlier date (and then
       as of such earlier date); and

              (b) Both  before and after  giving  effect to this  Amendment,  no
       Default or Event of  Default  has  occurred  and is  continuing  or would
       result from the execution and delivery of this Amendment; and

              (c) The Borrower is, and will be, in full  compliance  with all of
       the material terms, conditions and all other provisions of this Amendment
       and the Financing Documents; and

              (d)  This  Amendment  has  been  duly  authorized,   executed  and
       delivered on its behalf,  and both the Loan Agreement,  both before being
       amended and supplemented  hereby and as amended and supplemented  hereby,
       and this Amendment  constitutes its legal,  valid and binding  obligation
       enforceable against it in accordance with its terms, except to the extent
       that a remedy  or  default  may be  determined  by a court  of  competent
       jurisdiction  to  constitute  a penalty  and  except to the  extent  that
       enforceability may be limited by bankruptcy, insolvency,  reorganization,
       moratorium  or other  similar laws  relating to  creditors'  rights or by
       general principles of equity.

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

          This  Amendment may be signed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  instrument.  This Amendment may also be executed by facsimile,
and each  facsimile  signature  of a party  hereto  shall  for all  intents  and
purposes be deemed an original signature of such party.

          Except as otherwise  specified  herein,  this  Amendment  embodies the
entire  agreement  and  understanding  between the  Borrower  and the Banks with
respect to the  subject  matter  hereof  and  supersedes  all prior  agreements,
consents and understandings relating to such subject matter.

          This  Amendment  shall be binding upon and inure to the benefit of the
Agent and the Banks and their  successors  and assigns and the  Borrower and its
permitted successors and assigns.

                  [Remainder of Page Intentionally Left Blank]



<PAGE>


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



                                           INDIANAPOLIS POWER & LIGHT COMPANY


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



                                           ABN AMRO BANK N.V., in its individual
                                                capacity as Agent and
                                                as a Bank


                                           By:/s/ Jeffrey Dodd
                                              ----------------------------------
                                              Name: Jeffrey Dodd
                                                    ----------------------------
                                                    Group Vice President


                                           By:/s/ Sonny K. Tran
                                              ----------------------------------
                                                Name:Sonny K. Tran
                                                     ---------------------------
                                                     Assistant Vice President


<PAGE>

                                   SCHEDULE 1

                     AGENT'S NOTICE AND PAYMENT INFORMATION


                                Part A - Payments

Loan Repayments, Interest, Fees:

              ABN AMRO Bank N.V.
              New York, NY
              ABA # [__________________]
              F/O ABN AMRO Bank, N.V.
              Chicago Branch CPU
              Account # [____________________]
              Reference:  Agency Services  Indianapolis Power & Light Company


                                Part B - Notices

Notices  related to commitments,  covenants or extensions of  expiry/termination
dates:

              ABN AMRO Bank N.V.
              208 South LaSalle Street, Suite 1500
              Chicago, IL  60604-1003
              Attn: Agency Services
              E-Mail:   beata.konopko@abnamro.com
              FAX:     (312)-992-5157

              ABN AMRO Bank N.V.
              208 South LaSalle Street, Suite 1500
              Chicago, IL  60604-1003
              Attn: Credit Administration
              E-Mail: kenneth.keck@abnamro.com
              FAX:     312-992-5111

              ABN AMRO Bank N.V.
              135 South LaSalle Street, Suite 710
              Chicago, Illinois 60603
              Attn: Thomas Sterr
              E-Mail: thomas.sterr@abnamro.com
              FAX: (312)-904-6387

Notices related to Loans and Fees:

              ABN AMRO Bank N.V.
              208 South LaSalle Street, Suite 1500
              Chicago, IL  60604-1003
              Attn: Agency Services
              E-Mail:   beata.konopko@abnamro.com
              FAX:     312-992-5157

Address for all Required Executed Documentation and Financial Information:

              BN AMRO Bank N.V.
              08 South LaSalle Street, Suite 1500
              hicago, IL  60604-1003
              ttn: Credit Administration
              -Mail: kenneth.keck@abnamro.com
              AX:     312-992-5111


<PAGE>

                             SCHEDULE II- LITIGATION

Indiana Utility Regulatory Commission Filing

On July 25, 2001,  the IURC issued an order  commencing  a formal  investigation
regarding our ability to provide reasonable services to our customers. The order
states that the IURC is concerned about the length of time it took us to restore
service to our customers  after two  successive  storms on July 8, 2001,  caused
major power  outages.  The storms on July 8 were the worst storms we experienced
since  1992.  A  prehearing  conference  was held on August  20,  2001.  In that
meeting,  the IURC announced that its evidentiary  hearing would be completed by
October 31, 2001, and a decision  announced by the end of November.  Although it
is impossible to predict the outcome of the IURC's investigation, our management
does not believe that this will have a material impact on IPL or on us.

On August 16,  2001,  IPL filed a request  with the Indiana  Utility  Regulatory
Commission  requesting  permission  to offer a  one-time  payment of $100 to any
residential  customer whose service was  interrupted for more than 48 hours as a
result  of the  storms.  IPL's  request  was  approved  on  September  5,  2001.
Anticipated  payments should occur within 60 days and we estimate total payments
to be approximately $2.0 to $3.0 million.

Legal Proceedings

On July 25, 2001,  the IURC issued an order  commencing  a formal  investigation
regarding  our  ability to provide  reasonable  services to our  customers.  See
"--Regulatory Matters--Indiana Utility Regulatory Commission Filing."

IPL has been named as a defendant in approximately 25 lawsuits alleging personal
injury or  wrongful  death  stemming  from  exposure to  asbestos  and  asbestos
containing  products formerly located in IPL power plants. IPL has been named as
a "premises  defendant"  in that IPL did not mine,  manufacture,  distribute  or
install asbestos or asbestos containing products.  These suits have been brought
on behalf of persons who worked for contractors or subcontractors  hired by IPL.
Many of the  primary  defendants--the  asbestos  manufacturers--have  filed  for
bankruptcy   protection,   and  it  is  expected  that  many  of  the  remaining
manufacturers  will  also be  forced  into  bankruptcy.  IPL may have  insurance
coverage for these claims; currently,  these cases are being defended by counsel
retained by various insurers who wrote "occurrence" coverage policies applicable
to the  period of time  during  which  much of the  exposure  has been  alleged.
Although we do not believe that any of the pending  asbestos  suits in which IPL
is a named  defendant  will have a material  adverse  effect on our  business or
operations,  we are unable to predict the number or effect any additional  suits
may  have,  or  the  consequences  to  IPL of  the  bankruptcy  of the  asbestos
manufacturers;  accordingly, we cannot assure you that any additional suits will
not have a material effect on our business or operations.

In addition to the foregoing,  we are a defendant in various actions relating to
various aspects of our business.  While it is impossible to predict the ultimate
disposition  of any  litigation,  we do not believe that any of these  lawsuits,
either individually or in the aggregate,  will have a material adverse effect on
our financial condition, results of operations or liquidity.


<PAGE>


                                                                EXHIBIT 10.10(1)

                        FIRST AMENDMENT TO LOAN AGREEMENT

          This First Amendment to Loan Agreement (this  "Amendment") dated as of
October 31, 2001, by and among  Indianapolis  Power & Light Company,  an Indiana
corporation  with  its  principal  place of  business  at One  Monument  Circle,
Indianapolis,  Indiana 46204  ("Borrower"),  each of the financial  institutions
from time to time party to the below defined Loan  Agreement  (each a "Bank" and
collectively,  the  "Banks"),  and  ABN  AMRO  Bank  N.V.  in  its  capacity  as
administrative agent for the Banks (in such capacity, the "Agent").

                                WITNESSETH THAT:

          WHEREAS,  the  Borrower,  the  Banks  and the  Agent are party to that
certain  Loan  Agreement  dated  as of  November  1,  2000,  (together  with all
exhibits, schedules,  attachments,  appendices and amendments thereof, the "Loan
Agreement"); and

          WHEREAS,  Union Planters Bank National  Association has decided not to
extend its  commitment  under the Loan  Agreement  and,  accordingly,  as of the
effective date of this  Amendment it is no longer  obligated to extend credit to
the Borrower pursuant to the terms of the Loan Agreement; and

          WHEREAS, the Borrower has requested that, among other things, the Loan
Agreement be extended for an additional year and the Banks are agreeable to such
request upon, and subject to, the terms set forth herein.

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  the Borrower,  the Banks and the
Agent hereby agree as follows:

     1. The reference to "Union Planters Bank National Association" in the title
page is hereby deleted.

     2. The  definition  of "Fixed  Rate"  appearing  in Section 1.1 of the Loan
Agreement is hereby deleted in its entirety.

     3. The definition of "Fixed Rate Loan" appearing in Section 1.1 of the Loan
Agreement  is hereby  deleted in its entirety and the  following  definition  is
hereby substituted therefor:

          "Fixed  Rate  Loan"  means a Loan  bearing  interest  at the rate
          described in 2.1(C)(ii) hereof.

     4. The definition of "Floating  Rate"  appearing in Section 1.1 of the Loan
Agreement  is hereby  deleted in its entirety and the  following  definition  is
hereby substituted therefor:

          "Floating  Rate" means the rate per annum  (rounded  upwards,  if
          necessary, to the next 1/16 of one percent (.0625%)) equal to the
          greater  of (a) the Base Rate in effect on such day,  and (b) the
          Federal  Funds   Effective  Rate  in  effect  on  such  day  plus
          fifty-five basis points (0.55%).

     5. The definition of "Notes" appearing in Section 1.1 of the Loan Agreement
is hereby amended by deleting reference to the "Union Planters Note".

     6. The definition of "Union  Planters Note" appearing in Section 1.1 of the
Loan Agreement is hereby deleted in its entirety.

     7. The following  definitions  are hereby  inserted into Section 1.1 of the
Loan Agreement in proper alphabetical order:

          "Adjusted  LIBOR" means, for any Borrowing of Fixed Rate Loans, a
          rate per  annum  determined  in  accordance  with  the  following
          formula:

            Adjusted       LIBOR =               LIBOR
                                      -----------------------------------
                                       1 - Eurodollar Reserve Percentage

          "Applicable  Margin"  means the  margin  to be added to  Adjusted
          LIBOR to determine the interest  rate  applicable to a Fixed Rate
          Loan, such margin to be determined based upon the following grid:

                             S&P Rating      Moody's Rating    Applicable Margin
                             ----------      --------------    -----------------
                            Greater than      Greater than     (in Basis Points)
                            or Equal to:      or Equal to:

              Level I          A-                A3                  50
              Level II         BBB               Baa2                75
              Level III        BBB-              Baa3                100


          In the event  that the S&P Rating  and  Moody's  Rating are not at the
          same Level, the Applicable  Margin shall be determined on the basis of
          the  higher  of the two  ratings  unless  there is more than one Level
          differential between such ratings in which event the Applicable Margin
          shall be determined using the middle Level.

          "Applicable  Telerate Page" means the display page  designated as
          "Page 3750" on the  Telerate  Service (or such other pages as may
          replace  any such page on that  service or such other  service as
          may be  nominated  by the  British  Bankers'  Association  as the
          information vendor for the purpose of displaying British Bankers'
          Association  Interest  Settlement  Rates  for  deposits  in  U.S.
          Dollars).

          "Borrowing"  means the total of Loans of a single type  advanced,
          continued for an additional  Interest Period, or converted from a
          different  type into such type by the Banks on a single  date and
          for a  single  Interest  Period.  Borrowings  of  Loans  are made
          severally  by and  maintained  ratably  for  each  of  the  Banks
          according  to  their  share  of  the  aggregate  Commitments.   A
          Borrowing is "advanced" on the day Banks advance funds comprising
          such  Borrowing to  Borrower,  is  "continued"  on the date a new
          Interest  Period  for the same type of Loans  commences  for such
          Borrowing and is "converted"  when such Borrowing is changed from
          one  type of Loan to the  other,  all as  requested  by  Borrower
          pursuant to Section 2.1(B).

          "Eurodollar  Reserve  Percentage" means for an Borrowing of Fixed
          Rate Loans from any Bank,  the daily  average for the  applicable
          Interest  Period of the actual  effective  rate,  expressed  as a
          decimal, at which reserves  (including,  without limitation,  any
          supplemental,  marginal and emergency reserves) are maintained by
          such Bank during such Interest Period pursuant to Regulation D of
          the Board of  Governors  of the  Federal  Reserve  System (or any
          successor)  on  "eurocurrency  liabilities",  as  defined in such
          Board's  Regulation  D (or in  respect of any other  category  of
          liabilities  that  includes  deposits by  reference  to which the
          interest  rate on Fixed Rate Loans is  determined or any category
          of  extensions  of credit or other assets that  include  loans by
          non-United   States   offices  of  any  Bank  to  United   States
          residents), subject to any amendments of such reserve requirement
          by  such  Board  or  its  successor,   taking  into  account  any
          transitional   adjustments   thereto.   For   purposes   of  this
          definition,   the  Fixed  Rate  Loans   shall  be  deemed  to  be
          "eurocurrency  liabilities"  as defined in  Regulation  D without
          benefit or credit for any prorations, exemptions or offsets under
          Regulation D.

          "Interest Period" is defined in Section 2.1(C)(iii) hereof.

          "LIBOR"  means,  for an Interest  Period for a Borrowing of Fixed
          Rate Loans, (a) the LIBOR Index Rate for such Interest Period, if
          such rate is available, and (b) if the LIBOR Index Rate cannot be
          determined, the arithmetical average of the rates of interest per
          annum   (rounded   upwards,   if   necessary,   to  the   nearest
          one-sixteenth of one percent) at which deposits in U.S.  Dollars,
          in immediately  available funds are offered to the Administrative
          Agent at 11:00 a.m. (London,  England time) two (2) Business Days
          before the  beginning of such  Interest  Period by major banks in
          the interbank  eurodollar market for delivery on the first day of
          and for a period equal to such Interest Period in an amount equal
          or  comparable  to the  principal  amount of the Fixed  Rate Loan
          scheduled to be made by each Lender as part of such Borrowing.

          "LIBOR Index Rate" means, for any Interest  Period,  the rate per
          annum  (rounded  upwards,  if  necessary,   to  the  next  higher
          one-sixteenth  of one percent)  for deposits in U.S.  Dollars for
          delivery  on the  first  day of and for a  period  equal  to such
          Interest Period in an amount equal or comparable to the principal
          amount of the Fixed Rate Loan scheduled to be made by each Lender
          as  part of  such  Borrowing,  which  appears  on the  Applicable
          Telerate Page as of 11:00 a.m. (London,  England time) on the day
          two (2) Business  Days before the  commencement  of such Interest
          Period.

          "Moody's  Rating"  means the issuer  rating  assigned  by Moody's
          Investors  Service,  Inc.  and any  successor  thereto  that is a
          nationally  recognized  rating  agency  to  the  Borrower  (or if
          neither Moody's  Investors  Service,  Inc. nor any such successor
          shall  be  in  the  business  of  providing  issuer  ratings,   a
          nationally  recognized  rating  agency  in the  United  States of
          America as mutually  agreed between the Banks and Borrower).  Any
          reference in this Agreement to any specific rating is a reference
          to such rating as currently defined by Moody's Investors Service,
          Inc.  (or such a  successor)  and shall be deemed to refer to the
          equivalent rating if such rating system changes.

          "S&P  Rating"  means the  rating  assigned  by  Standard & Poor's
          Ratings Group, a division of The McGraw-Hill Companies,  Inc. and
          any  successor  thereto  that is a nationally  recognized  rating
          agency to the outstanding  senior unsecured  non-credit  enhanced
          long-term  indebtedness  of the  Borrower  (or,  if neither  such
          division  nor any  successor  shall be in the  business of rating
          long-term indebtedness,  a nationally recognized rating agency in
          the  United  States  as  mutually  agreed  between  the Banks and
          Borrower). Any reference in this Agreement to any specific rating
          is a reference to such rating as currently  defined by Standard &
          Poor's Ratings Group,  a division of The  McGraw-Hill  Companies,
          Inc.  (or such a  successor)  and shall be deemed to refer to the
          equivalent rating if such rating system changes.

     8. The date "October 31, 2001"  appearing in the definition of "Termination
Date" in  Section  1.1 of the Loan  Agreement  is  hereby  deleted  and the date
"October 30, 2002" is hereby substituted therefor.

     9. The proviso  appearing in the last sentence of Section  2.1(A) is hereby
deleted in its entirety.

     10.  Subsection  2.1(B) is hereby deleted in its entirety and the following
subsection 2.1(B) is hereby substituted therefor:

          (B) Manner of  Borrowing  Loans and  Designating  Interest  Rates
          Applicable to Loans

               (i) Notice to Agent.  The Borrower shall give notice to the Agent
               by no later than  12:00  noon (New York time) (i) at least  three
               (3) Business Days before the date on which Borrower  requests the
               Banks to advance a Borrowing of Fixed Rate Loans,  or (ii) on the
               date on which Borrower  requests the Banks to advance a Borrowing
               of Floating  Rate  Loans.  The Loans  included in each  Borrowing
               shall bear  interest  initially at the type of rate  specified in
               such notice of a new  Borrowing.  Thereafter,  Borrower  may from
               time to time  elect to change or  continue  the type of  interest
               rate borne by each Borrowing or, subject to Section 2.1's minimum
               amount  requirement  for each  outstanding  Borrowing,  a portion
               thereof,  as  follows:  (i) if such  Borrowing  is of Fixed  Rate
               Loans, on the last day of the Interest Period applicable thereto,
               Borrower may continue part or all of such Borrowing as Fixed Rate
               Loans for an Interest  Period or Interest  Periods  specified  by
               Borrower or convert part or all of such  Borrowing  into Floating
               Rate Loans, and (ii) if such Borrowing is of Floating Rate Loans,
               on any  Business  Day,  Borrower  may convert all or part of such
               Borrowing  into  Fixed  Rate  Loans  for an  Interest  Period  or
               Interest Periods  specified by Borrower.  Borrower shall give all
               such notices requesting, the advance, continuation, or conversion
               of a  Borrowing  to the Agent by  telephone  or  telecopy  (which
               notice  shall be  irrevocable  once given and,  if by  telephone,
               shall  be  promptly   confirmed  in  writing).   Notices  of  the
               continuation of a Borrowing of Fixed Rate Loans for an additional
               Interest  Period  or of  the  conversion  of  part  or  all  of a
               Borrowing  of Fixed  Rate Loans  into  Floating  Rate Loans or of
               Floating  Rate  Loans  into  Fixed Rate Loans must be given by no
               later than 12:00 noon (New York time) at least three (3) Business
               Days before the date of the requested continuation or conversion.
               All  such  notices  concerning  the  advance,   continuation,  or
               conversion  of a Borrowing  shall be  irrevocable  once given and
               shall specify the date of the requested advance,  continuation or
               conversion of a Borrowing  (which shall be a Business  Day),  the
               amount of the requested Borrowing to be advanced,  continued,  or
               converted,  the type of Loans to comprise such new,  continued or
               converted  Borrowing and, if such Borrowing is to be comprised of
               Fixed  Rate  Loans,  the  Interest  Period  applicable   thereto.
               Borrower agrees that the Agent may rely on any such telephonic or
               telecopy  notice given by any person it in good faith believes is
               an authorized representative without the necessity of independent
               investigation,  and in the  event any such  notice  by  telephone
               conflicts with any written  confirmation,  such telephonic notice
               shall  govern if the Agent has acted in reliance  thereon.  There
               may be no more than six different  Interest  Periods in effect at
               any one time,  provided  that for  purposes  of  determining  the
               number  of  Interest  Periods  in  effect  at any one  time,  all
               Floating  Rate  Loans  shall be  deemed  to have one and the same
               Interest Period.

               (ii) Notice to the Banks. The Agent shall give prompt  telephonic
               or  telecopy  notice to each  Bank of any  notice  from  Borrower
               received  pursuant to Section  2.1(B)(i)  above.  The Agent shall
               give  notice  to  Borrower  and  each  Bank by like  means of the
               interest  rate  applicable  to each  Borrowing  of Floating  Rate
               Loans.

               (iii)  Borrower'  Failure to Notify.  If  Borrower  fails to give
               notice pursuant to Section 2.1(B)(i) above of the continuation or
               conversion of any outstanding  principal amount of a Borrowing of
               Fixed Rate Loans before the last day of its then current Interest
               Period  within the period  required by Section  2.1(B)(i) and has
               not  notified  the Agent  within the period  required  by Section
               2.1(D) that it intends to prepay such  Borrowing,  such Borrowing
               shall  automatically  be  converted  into a Borrowing of Floating
               Rate  Loans,  subject  to Section  3.1  hereof.  The Agent  shall
               promptly  notify  the Banks of  Borrower's  failure  to so give a
               notice under Section 2.1(B)(i).

               (iv)  Disbursement of Loans.  Not later than 12:00 noon (New York
               time) on the date of any requested  advance of a new Borrowing of
               Fixed Rate Loans, and not later than 2:00 p.m. (New York time) on
               the date of any requested  advance of a new Borrowing of Floating
               Rate  Loans,  subject to  Section 6 hereof,  each Bank shall make
               available  its Loan  comprising  part of such  Borrowing in funds
               immediately available at the principal office of the Agent in New
               York,  New York. The Agent shall make available to Borrower Loans
               at the  Administrative  Agent's principal office in New York, New
               York or such other office as the Agent has  previously  agreed in
               writing  to with  Borrower,  in each  case in the  type of  funds
               received by the Agent from the Banks.

               (v) Agent  Reliance on Bank Funding.  Unless the Agent shall have
               been  notified  by a Bank  before  the date on which such Bank is
               scheduled  to make payment to the Agent of the proceeds of a Loan
               (which  notice shall be effective  upon  receipt)  that such Bank
               does not intend to make such  payment,  the Agent may assume that
               such  Bank has made  such  payment  when due and the Agent may in
               reliance upon such assumption (but shall not be required to) make
               available to Borrower the proceeds of the Loan to be made by such
               Bank and,  if any Bank has not in fact made such  payment  to the
               Agent,  such Bank shall,  on demand,  pay to the Agent the amount
               made  available to Borrower  attributable  to such Bank  together
               with  interest  thereon  in respect of each day during the period
               commencing on the date such amount was made available to Borrower
               and ending on (but excluding) the date such Bank pays such amount
               to the Agent at a rate per  annum  equal to (i) from the date the
               related  payment  was  made  by the  Agent  to the  date  two (2)
               Business  Days after payment by such Bank is due  hereunder,  the
               Federal Funds  Effective Rate for each such day and (ii) from the
               date two (2)  Business  Days  after the date such  payment is due
               from such Bank to the date such payment is made by such Bank, the
               Floating  Rate in effect for each such day. If such amount is not
               received  from such Bank by the Agent  immediately  upon  demand,
               Borrower will, on demand,  repay to the Agent the proceeds of the
               Loan  attributable  to such Bank with interest  thereon at a rate
               per annum equal to the interest  rate  applicable to the relevant
               Loan.

     11.  Subsection  2.1(C)(ii)  is  hereby  deleted  in its  entirety  and the
following subsection 2.1(C)(ii) is hereby substituted therefor:

          Each  Fixed  Rate Loan made or  maintained  by a Bank  shall bear
          interest during each Interest Period it is outstanding  (computed
          on the basis of a year of 360 days and actual  days  elapsed)  on
          the unpaid  principal  amount  thereof from the date such Loan is
          advanced,  continued,  or created by  conversion  from a Floating
          Rate Loan until maturity  (whether by  acceleration or otherwise)
          at a rate per  annum  equal to the sum of the  Applicable  Margin
          plus the Adjusted  LIBOR  applicable  for such  Interest  Period,
          payable on the last day of the  Interest  Period and at  maturity
          (whether by  acceleration  or otherwise),  and, if the applicable
          Interest  Period  is  longer  than  three  months,  on  each  day
          occurring  every  three  months  after the  commencement  of such
          Interest Period.

     12.  A  new  subsection  2.1(C)(iii)  is  hereby  inserted  into  the  Loan
Agreement, which subsection 2.1(C)(iii) shall read as follows:

          As  provided  in Section  2.1(B)(i)  hereof,  at the time of each
          request of a Borrowing of Fixed Rate Loans, Borrower shall select
          an  Interest  Period  applicable  to such  Loans  from  among the
          available  options.  The term "Interest  Period" means the period
          commencing  on  the  date  a  Borrowing  of  Loans  is  advanced,
          continued,  or created by conversion and ending:  (a) in the case
          of Floating Rate Loans, on the last Business Day of each calendar
          month,  and (b) in the case of Fixed  Rate  Loans,  1, 2, 3, or 6
          months thereafter; provided, however, that:

               (a) any  Interest  Period for a Borrowing  of Floating  Rate
               Loans that otherwise  would end after the  Termination  Date
               shall end on the Termination Date;

               (b) for any Borrowing of Fixed Rate Loans,  Borrower may not
               select an Interest Period that extends the Termination Date;

               (c)  whenever  the last  day of any  Interest  Period  would
               otherwise be a day that is not a Business  Day, the last day
               of such  Interest  Period  shall  be  extended  to the  next
               succeeding  Business Day,  provided  that, if such extension
               would  cause  the  last  day  of an  Interest  Period  for a
               Borrowing  of Fixed  Rate  Loans  to occur in the  following
               calendar  month,  the last day of such Interest Period shall
               be the  immediately  preceding  Business  Day;  and  (d) for
               purposes of determining  an Interest  Period for a Borrowing
               of Fixed Rate Loans, a month means a period  starting on one
               day in a  calendar  month  and  ending  on  the  numerically
               corresponding  day in the  next  calendar  month;  provided,
               however,  that if there is no numerically  corresponding day
               in the month in which such an  Interest  Period is to end or
               if such an Interest  Period  begins on the last Business Day
               of a calendar month,  then such Interest Period shall end on
               the last  Business Day of the  calendar  month in which such
               Interest Period is to end.

     13. Subsections 2.1(D)(i) and (ii) are hereby deleted in their entirety and
the following subsections 2.1(D)(i) and (ii) are hereby substituted therefor:

          (i) On the last day of an  Interest  Period  for the  Loan,  upon
          three (3) prior Business Day's notice to Agent; or

          (ii) On any other  Business  Day,  upon three (3) prior  Business
          Day's notice to Agent,  and provided  Borrower  shall pay to each
          Bank,  on its  demand,  as  compensation  for a  Bank's  cost  of
          reemploying  funds  acquired  by such Bank to fund the  Loan,  an
          amount  determined by such Bank in its sole discretion,  equal to
          the excess, if any, of (a) the additional interest which, but for
          the prepayment,  would have been payable on the prepaid Loan from
          the date of  prepayment  until  the last day of the then  current
          Interest  Period  applicable  to the Loan,  over (b) the interest
          amount,  as reasonably  determined  by such Bank,  that such Bank
          would have bid for deposits of alike amount for a period from the
          date  of  prepayment  until  the  last  day of the  then  current
          Interest  Period  applicable to that Loan.  In addition  Borrower
          shall pay to each Bank any loss, cost or expense a Bank may incur
          as a result of (x)  Borrower's  failure  for any reason to make a
          Borrowing,  or convert a Floating Rate Loan to a Fixed Rate Loan,
          on the date  previously  specified  by Borrower,  (y)  Borrower's
          failure  to  prepay  a Fixed  Rate  Loan on the  date  previously
          specified  by  Borrower,  or (z) the payment or  conversion  of a
          Fixed Rate Loan on a date other than the last day of the Interest
          Period    applicable    thereto   for   any   reason   (including
          acceleration).

     14. The grid  appearing  in  Section  2.8 of the Loan  Agreement  is hereby
deleted in its entirety and the following grid is hereby substituted therefor:

                   S&P Rating       Moody's Rating      Facility Fee Rate
                   ----------       --------------      -----------------
                  Greater than       Greater than        Basis Points of
                  or Equal to:       or Equal to:           Aggregate
                                                           Commitment

      Level I        A                  A2                    15
      Level II       A-                 A3                    17.5
      Level III      BBB+               Baa1                  20
      Level IV       BBB                Baa2                  25
      Level V        BBB-               Baa3                  30


     15.  Section  2.10 is hereby  deleted  in its  entirety  and the  following
subsection 2.10 is hereby substituted therefor:

          [Intentionally Omitted].

     16. A new Section 2.13 is hereby  inserted into the Loan  Agreement,  which
Section 2.13 shall read as follows:

          If on or prior to the first day of any  Interest  Period  for any
          Borrowing of Fixed Rate Loans:

               (a) the Agent  determines that deposits in U.S.  Dollars (in
               the applicable amounts) are not being offered to major banks
               in the eurodollar interbank market for such Interest Period,
               or that by reason of  circumstances  affecting the interbank
               eurodollar market adequate and reasonable means do not exist
               for ascertaining the applicable LIBOR, or

               (b) a Bank  reasonably  determines  and so advises the Agent
               that LIBOR as  reasonably  determined  by the Agent will not
               adequately  and  fairly  reflect  the  cost to such  Bank of
               funding  its  Fixed  Rate  Loans or Loan  for such  Interest
               Period,

          then the Agent shall  forthwith  give notice  thereof to Borrower
          and the Banks,  whereupon until the Agent notifies  Borrower that
          the circumstances giving rise to such suspension no longer exist,
          the  obligations  of the  Banks or of the  relevant  Bank to make
          Fixed Rate Loans shall be suspended.

     17.  Section 5.3(C) of the Loan Agreement is hereby deleted in its entirety
and the following new Section 5.3(C) is hereby substituted therefor:

          within  forty-five  (45) days  after the end of each of the first
          three  quarterly  fiscal  periods  of  Borrower,  a  consolidated
          unaudited balance sheet of Borrower,  and the related  statements
          of income and  statements  of cash flow,  as of the close of such
          period,  all of the foregoing  prepared by Borrower in reasonable
          detail in accordance  with GAAP  applicable to interim  financial
          statements and certified by Borrower's  President or Treasurer as
          fairly presenting the financial condition as at the dates thereof
          and the results of operations  for the periods  covered  thereby,
          subject to customary year-end adjustments.

     18.  Section 8.1 of the Loan  Agreement  is hereby  amended by deleting the
reference to "Bryan G. Tabler,  Senior Vice President,  Corporate  Secretary and
General  Counsel" and  inserting in its place a reference to "William H. Henley,
President".

     19.  Section 8.5 of the Loan  Agreement  is hereby  amended by changing the
address for notices to the Agent or ABN AMRO to read as follows:

          Notices  shall  be  sent  to ABN  AMRO or  Agent  per the  notice
          information set forth on Schedule 1 hereto.

     20.  Section  8.5 of the Loan  Agreement  is hereby  amended  by (i) in the
notice  information  for the  Borrower,  replacing  the  reference to "Daniel L.
Short, Treasurer" with a reference to "Director, Financial Services".

     21. A new  Schedule 1 in the form of  Schedule 1 hereto is hereby  added to
the Loan Agreement.

     22. The  number  "$30,000,000.00"  appearing  on the title page of the Loan
Agreement  is  hereby  deleted  and  the  number   "$15,000,000.00"   is  hereby
substituted in its place.

     23. The  definition of "Aggregate  Commitment"  appearing in Section 1.1 of
the  Loan  Agreement  is  hereby  deleted  in its  entirety  and  the  following
definition is hereby substituted therefor:

          "Aggregate  Commitment"  means Fifteen Million and No/100 Dollars
          ($15,000,000.00),  representing the aggregate  Commitments of the
          Banks."

          Except as expressly  amended hereby,  the Loan Agreement and all other
documents executed in connection therewith shall remain in full force and effect
in  accordance  with their  respective  terms.  The Loan  Agreement,  as amended
hereby,  and all rights and powers created  thereby and thereunder or under such
other documents are in all respects  ratified and confirmed.  From and after the
date hereof,  the Loan  Agreement  shall be deemed to be amended and modified as
herein  provided,  but,  except as so amended and modified,  the Loan  Agreement
shall  continue  in full force and effect in  accordance  with its terms and the
Loan Agreement and this Amendment shall be read,  taken and construed as one and
the same  instrument.  On and after the date hereof the term "Agreement" as used
in the Loan Agreement and all other references to the Loan Agreement in the Loan
Agreement,  the other documents executed in connection therewith and/or herewith
or any other  instrument,  document or writing  executed by the  Borrower or any
other person or furnished to the Agent and/or the Banks by the Borrower,  or any
other  person  in  connection  herewith  or  therewith,  shall be deemed to be a
reference to the Loan Agreement as hereby amended.

          As a condition  precedent to the effectiveness of this Amendment,  the
Borrower  shall pay to the Agent,  for the benefit of the Banks based upon their
Commitments, an amendment fee equal to two and one-half basis points (0.025%) of
the aggregate Commitments in effect on the effective date hereof.

          On and as of the date hereof, the Borrower  represents and warrants to
the Agent and the Banks that:

              (a) Except for the  litigation  disclosed on Schedule II hereto to
       the extent such  litigation  could have a material  adverse effect on the
       Borrower's   financial   condition,   properties,   or  operations,   the
       representations  and warranties  contained in this Amendment and the Loan
       Agreement are true and correct in all material respects,  in each case as
       though  made on and as of the date  hereof,  except  to the  extent  such
       representations and warranties relate solely to an earlier date (and then
       as of such earlier date); and

              (b) Both  before and after  giving  effect to this  Amendment,  no
       Default or Event of  Default  has  occurred  and is  continuing  or would
       result from the execution and delivery of this Amendment; and

              (c) The Borrower is, and will be, in full  compliance  with all of
       the material terms, conditions and all other provisions of this Amendment
       and the Financing Documents; and

              (d)  This  Amendment  has  been  duly  authorized,   executed  and
       delivered on its behalf,  and both the Loan Agreement,  both before being
       amended and supplemented  hereby and as amended and supplemented  hereby,
       and this Amendment  constitutes its legal,  valid and binding  obligation
       enforceable against it in accordance with its terms, except to the extent
       that a remedy  or  default  may be  determined  by a court  of  competent
       jurisdiction  to  constitute  a penalty  and  except to the  extent  that
       enforceability may be limited by bankruptcy, insolvency,  reorganization,
       moratorium  or other  similar laws  relating to  creditors'  rights or by
       general principles of equity.

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

          This  Amendment may be signed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  instrument.  This Amendment may also be executed by facsimile,
and each  facsimile  signature  of a party  hereto  shall  for all  intents  and
purposes be deemed an original signature of such party.

          Except as otherwise  specified  herein,  this  Amendment  embodies the
entire  agreement  and  understanding  between the  Borrower  and the Banks with
respect to the  subject  matter  hereof  and  supersedes  all prior  agreements,
consents and understandings relating to such subject matter.

          This  Amendment  shall be binding upon and inure to the benefit of the
Agent and the Banks and their  successors  and assigns and the  Borrower and its
permitted successors and assigns.

                  [Remainder of Page Intentionally Left Blank]



<PAGE>


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



                                           INDIANAPOLIS POWER & LIGHT COMPANY


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



                                           ABN AMRO BANK N.V., in its individual
                                                capacity as Agent and
                                                as a Bank


                                           By:/s/Jeffrey Dodd
                                              ----------------------------------
                                              Name: Jeffrey Dodd
                                                    ----------------------------
                                                    Group Vice President


                                           By:/s/Sonny K. Tran
                                              ----------------------------------
                                                Name:Sonny K. Tran
                                                     ---------------------------
                                                     Assistant Vice President


<PAGE>

                                   SCHEDULE 1

                     AGENT'S NOTICE AND PAYMENT INFORMATION


                                Part A - Payments

Loan Repayments, Interest, Fees:

              ABN AMRO Bank N.V.
              New York, NY
              ABA # [__________________]
              F/O ABN AMRO Bank, N.V.
              Chicago Branch CPU
              Account # [____________________]
              Reference:  Agency Services  Indianapolis Power & Light Company


                                Part B - Notices

Notices  related to commitments,  covenants or extensions of  expiry/termination
dates:

              ABN AMRO Bank N.V.
              208 South LaSalle Street, Suite 1500
              Chicago, IL  60604-1003
              Attn: Agency Services
              E-Mail:   beata.konopko@abnamro.com
              FAX:     (312)-992-5157

              ABN AMRO Bank N.V.
              208 South LaSalle Street, Suite 1500
              Chicago, IL  60604-1003
              Attn: Credit Administration
              E-Mail: kenneth.keck@abnamro.com
              FAX:     312-992-5111

              ABN AMRO Bank N.V.
              135 South LaSalle Street, Suite 710
              Chicago, Illinois 60603
              Attn: Thomas Sterr
              E-Mail: thomas.sterr@abnamro.com
              FAX: (312)-904-6387

Notices related to Loans and Fees:

              ABN AMRO Bank N.V.
              208 South LaSalle Street, Suite 1500
              Chicago, IL  60604-1003
              Attn: Agency Services
              E-Mail:   beata.konopko@abnamro.com
              FAX:     312-992-5157

Address for all Required Executed Documentation and Financial Information:

              BN AMRO Bank N.V.
              08 South LaSalle Street, Suite 1500
              hicago, IL  60604-1003
              ttn: Credit Administration
              -Mail: kenneth.keck@abnamro.com
              AX:     312-992-5111


<PAGE>

                             SCHEDULE II- LITIGATION

Indiana Utility Regulatory Commission Filing

On July 25, 2001,  the IURC issued an order  commencing  a formal  investigation
regarding our ability to provide reasonable services to our customers. The order
states that the IURC is concerned about the length of time it took us to restore
service to our customers  after two  successive  storms on July 8, 2001,  caused
major power  outages.  The storms on July 8 were the worst storms we experienced
since  1992.  A  prehearing  conference  was held on August  20,  2001.  In that
meeting,  the IURC announced that its evidentiary  hearing would be completed by
October 31, 2001, and a decision  announced by the end of November.  Although it
is impossible to predict the outcome of the IURC's investigation, our management
does not believe that this will have a material impact on IPL or on us.

On August 16,  2001,  IPL filed a request  with the Indiana  Utility  Regulatory
Commission  requesting  permission  to offer a  one-time  payment of $100 to any
residential  customer whose service was  interrupted for more than 48 hours as a
result  of the  storms.  IPL's  request  was  approved  on  September  5,  2001.
Anticipated  payments should occur within 60 days and we estimate total payments
to be approximately $2.0 to $3.0 million.

Legal Proceedings

On July 25, 2001,  the IURC issued an order  commencing  a formal  investigation
regarding  our  ability to provide  reasonable  services to our  customers.  See
"--Regulatory Matters--Indiana Utility Regulatory Commission Filing."

IPL has been named as a defendant in approximately 25 lawsuits alleging personal
injury or  wrongful  death  stemming  from  exposure to  asbestos  and  asbestos
containing  products formerly located in IPL power plants. IPL has been named as
a "premises  defendant"  in that IPL did not mine,  manufacture,  distribute  or
install asbestos or asbestos containing products.  These suits have been brought
on behalf of persons who worked for contractors or subcontractors  hired by IPL.
Many of the  primary  defendants--the  asbestos  manufacturers--have  filed  for
bankruptcy   protection,   and  it  is  expected  that  many  of  the  remaining
manufacturers  will  also be  forced  into  bankruptcy.  IPL may have  insurance
coverage for these claims; currently,  these cases are being defended by counsel
retained by various insurers who wrote "occurrence" coverage policies applicable
to the  period of time  during  which  much of the  exposure  has been  alleged.
Although we do not believe that any of the pending  asbestos  suits in which IPL
is a named  defendant  will have a material  adverse  effect on our  business or
operations,  we are unable to predict the number or effect any additional  suits
may  have,  or  the  consequences  to  IPL of  the  bankruptcy  of the  asbestos
manufacturers;  accordingly, we cannot assure you that any additional suits will
not have a material effect on our business or operations.

In addition to the foregoing,  we are a defendant in various actions relating to
various aspects of our business.  While it is impossible to predict the ultimate
disposition  of any  litigation,  we do not believe that any of these  lawsuits,
either individually or in the aggregate,  will have a material adverse effect on
our financial condition, results of operations or liquidity.





<PAGE>



                                                                Exhibit 10.10(2)

                       SECOND AMENDMENT TO LOAN AGREEMENT

          This Second Amendment to Loan Agreement (this "Amendment") dated as of
November 13, 2001, by and among Indianapolis  Power & Light Company,  an Indiana
corporation  with  its  principal  place of  business  at One  Monument  Circle,
Indianapolis,  Indiana 46204  ("Borrower"),  each of the financial  institutions
from time to time party to the below defined Loan  Agreement  (each a "Bank" and
collectively,  the  "Banks"),  and  ABN  AMRO  Bank  N.V.  in  its  capacity  as
administrative agent for the Banks (in such capacity, the "Agent").

                                WITNESSETH THAT:

          WHEREAS,  the  Borrower,  the  Banks  and the  Agent are party to that
certain Loan Agreement  dated as of November 1, 2000, as amended by that certain
First  Amendment to Loan  Agreement  dated as of October 31, 2001 (together with
all exhibits,  schedules,  attachments,  appendices and amendments thereof,  the
"Loan Agreement"); and

          WHEREAS,  National  City Bank of Indiana  has decided to become a Bank
under the Loan Agreement with a Commitment in the amount of $15,000,000.

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  the Borrower,  the Banks and the
Agent hereby agree as follows:

   1. The  definition of "Notes"  appearing in Section 1.1 of the Loan Agreement
      is hereby  amended by  inserting a reference to the  "National  City Note"
      after the reference to the ABN AMRO Note.

   2. The  definition of "Moody's  Rating"  appearing in Section 1.1 of the Loan
      Agreement is hereby amended in its entirety to be and to read as follows.

         "Moody's   Rating"  means  the  rating  assigned  by  Moody's
         Investors  Service,  Inc. and any successor thereto that is a
         nationally recognized rating agency to the outstanding senior
         secured  non-credit  enhanced  long-term  indebtedness of the
         Borrower (or, if neither Moody's Investors Service,  Inc. nor
         any  successor  shall be in the business of rating  long-term
         indebtedness,  a nationally  recognized  rating agency in the
         United  States  as  mutually  agreed  between  the  Banks and
         Borrower).  Any  reference in this  Agreement to any specific
         rating is a reference to such rating as currently  defined by
         Moody's  Investors  Service,  Inc. (or such a successor)  and
         shall be  deemed  to refer to the  equivalent  rating if such
         rating system changes.

   3. The  definition  of "S&P  Rating"  appearing  in  Section  1.1 of the Loan
      Agreement is hereby amended by changing the word "unsecured"  appearing in
      such Section to "secured".

   4. The following  definition is hereby  inserted into Section 1.1 of the Loan
      Agreement in proper alphabetical order:

         "National  City  Note"  means  the  Revolving  Line of Credit
         Promissory Note  (Unsecured) in the amount of Fifteen Million
         and no/100ths Dollars  ($15,000,000.00) dated effective as of
         November  13, 2001  executed by Borrower in favor of National
         City  Bank  of  Indiana   substantially  in  the  form  (with
         appropriate   insertions)  of  Exhibit  A  attached  to  this
         Agreement,  and any replacement or substitute promissory note
         issued by Borrower to National City Bank of Indiana  pursuant
         to this Agreement.

   5. Section 8.5 of the Loan Agreement is hereby amended by deleting the notice
      information  for  Union  Planters  Bank and  inserting  in its  place  the
      following notice information for National City Bank of Indiana:

         If to National City Bank of Indiana:

         National City Bank of Indiana, Suite 200E
         Indianapolis,  IN  46255
         Attention: Tracy J. Venable
         Phone 317-267-7066
         Fax 317-267-8899

   6. The  number  "$15,000,000.00"  appearing  on the  title  page of the  Loan
      Agreement  is hereby  deleted  and the number  "$30,000,000.00"  is hereby
      substituted in its place.

   7. The definition of "Aggregate  Commitment"  appearing in Section 1.1 of the
      Loan  Agreement  is  hereby  deleted  in its  entirety  and the  following
      definition is hereby substituted therefor:

         "Aggregate   Commitment"  means  Thirty  Million  and  No/100
         Dollars   ($30,000,000.00),    representing   the   aggregate
         Commitments of the Banks."

   8. On the  effective  date of this  Amendment,  National City Bank of Indiana
      shall  become  a Bank  under  the  Loan  Agreement  with a  Commitment  of
      $15,000,000,  and shall have all of the rights and  obligations  of a Bank
      thereunder.

          Except as expressly  amended hereby,  the Loan Agreement and all other
documents executed in connection therewith shall remain in full force and effect
in  accordance  with their  respective  terms.  The Loan  Agreement,  as amended
hereby,  and all rights and powers created  thereby and thereunder or under such
other documents are in all respects  ratified and confirmed.  From and after the
date hereof,  the Loan  Agreement  shall be deemed to be amended and modified as
herein  provided,  but,  except as so amended and modified,  the Loan  Agreement
shall  continue  in full force and effect in  accordance  with its terms and the
Loan Agreement and this Amendment shall be read,  taken and construed as one and
the same  instrument.  On and after the date hereof the term "Agreement" as used
in the Loan Agreement and all other references to the Loan Agreement in the Loan
Agreement,  the other documents executed in connection therewith and/or herewith
or any other  instrument,  document or writing  executed by the  Borrower or any
other person or furnished to the Agent and/or the Banks by the Borrower,  or any
other  person  in  connection  herewith  or  therewith,  shall be deemed to be a
reference to the Loan Agreement as hereby amended.

          On and as of the date hereof, the Borrower  represents and warrants to
the Agent and the Banks that:

     (i)  Except  for the  litigation  disclosed  on  Schedule  II of the  First
          Amendment to Loan Agreement to the extent such litigation could have a
          material  adverse  effect  on  the  Borrower's   financial  condition,
          properties,   or  operations,   the   representations  and  warranties
          contained  in this  Amendment  and the  Loan  Agreement  are  true and
          correct in all material  respects,  in each case as though made on and
          as of the date hereof,  except to the extent such  representations and
          warranties  relate  solely  to an  earlier  date  (and then as of such
          earlier date); and

     (ii) Both before and after giving effect to this  Amendment,  no Default or
          Event of Default has occurred and is  continuing  or would result from
          the execution and delivery of this Amendment; and

     (iii)The  Borrower  is,  and will be,  in full  compliance  with all of the
          material terms,  conditions and all other provisions of this Amendment
          and the Financing Documents; and

     (iv) This Amendment has been duly authorized, executed and delivered on its
          behalf,  and both the Loan  Agreement,  both before being  amended and
          supplemented  hereby and as amended and supplemented  hereby, and this
          Amendment   constitutes  its  legal,   valid  and  binding  obligation
          enforceable  against it in  accordance  with its terms,  except to the
          extent  that a  remedy  or  default  may be  determined  by a court of
          competent  jurisdiction  to  constitute  a penalty  and  except to the
          extent that  enforceability may be limited by bankruptcy,  insolvency,
          reorganization,   moratorium   or  other   similar  laws  relating  to
          creditors' rights or by general principles of equity.

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

          This  Amendment may be signed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  instrument.  This Amendment may also be executed by facsimile,
and each  facsimile  signature  of a party  hereto  shall  for all  intents  and
purposes be deemed an original signature of such party.

          Except as otherwise  specified  herein,  this  Amendment  embodies the
entire  agreement  and  understanding  between the  Borrower  and the Banks with
respect to the  subject  matter  hereof  and  supersedes  all prior  agreements,
consents and understandings relating to such subject matter.

          This  Amendment  shall be binding upon and inure to the benefit of the
Agent and the Banks and their  successors  and assigns and the  Borrower and its
permitted successors and assigns.

                  [Remainder of Page Intentionally Left Blank]
<PAGE>


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


                                    INDIANAPOLIS POWER & LIGHT COMPANY


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


                                    NATIONAL CITY BANK OF INDIANA


                                    By:/s/ Tracy J. Venable
                                       -----------------------------------------
                                       Name: Tracy J. Venable, VP
                                            ------------------------------------


                                    ABN AMRO BANK N.V., in its capacity as Agent


                                    By:/s/ Mark R. Lasek
                                       -----------------------------------------
                                       Name: Mark R. Lasek
                                             Senior Vice President & Managing
                                               Director
                                            ------------------------------------


                                    By:/s/ Frank T.J. Van Deur
                                         ---------------------------------------
                                       Name: Frank T.J. Van Deur
                                             Assistant Vice President
                                            ------------------------------------