Exhibit 4.2


 


 





Execution
Version


 




 





PLEDGE AGREEMENT SUPPLEMENT


 


PLEDGE AGREEMENT SUPPLEMENT dated April
14, 2020, (this “Supplement”) made by IPALCO Enterprises, Inc., an Indiana corporation (the “Pledgor”),
in favor of The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor collateral agent (in
such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Pledge Agreement referred
to below).


 


1.       This
Supplement is executed and delivered pursuant to the terms of the Pledge Agreement, dated as of November 14, 2001 (as supplemented
by the Pledge Agreement Supplement dated April 15, 2008, the Pledge Agreement Supplement dated May 18, 2011, the Pledge Agreement
Supplement dated June 25, 2015, the Pledge Agreement Supplement dated August 22, 2017, this Supplement and as the same has been
and may hereafter be supplemented by any other Pledge Agreement Supplement or otherwise amended or modified, the “Pledge
Agreement”), made by the Pledgor in favor of the Collateral Agent for the benefit of the Collateral Agent and the Secured
Parties. Terms defined in the Pledge Agreement are used herein with their defined meanings.


 


2.       Pursuant
to the terms of the Indenture, the Additional Debt Documents and the Pledge Agreement, the Pledgor may incur additional secured
indebtedness from time to time that is by its terms equally and ratably secured under the Pledge Agreement with the Obligations
secured thereunder. The Pledgor and U.S. Bank National Association, as trustee, have entered into that certain Indenture (the “2020
Indenture”), dated as of April 14, 2020, pursuant to which the Pledgor shall issue $475,000,000 aggregate principal amount
of 4.250% Senior Secured Notes due 2030 (the “Notes”). The terms of the 2020 Indenture require that the Pledgor equally
and ratably secure its obligations under such Notes with the Obligations secured under the Pledge Agreement. The Pledgor hereby
acknowledges and agrees that its obligations under such Notes shall be deemed to be “Additional Debt Obligations” pursuant
to the Pledge Agreement.


 


3.       The
Pledgor confirms and reaffirms the security interest in the Collateral granted to the Collateral Agent, for the benefit of the
Collateral Agent and the Secured Parties under the Pledge Agreement and hereby grants to the Collateral Agent, for the benefit
of the Collateral Agent and the other Secured Parties, a security interest in all of its right, title and interest in the Collateral,
to secure the full and punctual payment when due and the full and punctual performance of all of the Obligations; and hereby acknowledges
and agrees that all references to “Secured Parties” in the Pledge Agreement shall be deemed to include all holders
of the Additional Secured Debt as described on Schedule 1 hereto.


 


4.       The
Pledgor hereby represents and warrants that the representations and warranties contained in Section 4 of the Pledge Agreement are
true and correct on the date of this Supplement with all references therein and elsewhere in the Pledge Agreement to “Additional
Secured Debt,” “Additional Debtholders” and, if applicable, “Additional Secured Debt Agent” to include
the Additional Debt, Additional Debtholders and, if applicable, Additional Secured Debt Agent as listed on Schedule 1 hereto
and with references therein to “this Pledge Agreement” to mean the Pledge Agreement as supplemented hereby. In addition,
the Pledgor represents and warrants that this Supplement has been duly executed and delivered by the Pledgor and


 




     


     


    

constitutes
a legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors’ rights and remedies generally and by equitable principles of general applicability. The representations
and warranties in the immediately preceding sentence of this Section 4 are made subject to any consent or approval required by
federal or state regulatory authorities with respect to any exercise of remedies by the Collateral Agent with respect to the Collateral.


 


5.       The
Additional Debtholders designated on Schedule 1 hereto, by their acceptance of the benefits of the Pledge Agreement, hereby
irrevocably designate the Collateral Agent to act on their behalf as specified in the Pledge Agreement. Each such Additional Debtholder
hereby irrevocably authorizes, and each holder of the Additional Debt Obligations by the acceptance of such Additional Debt Obligation
and by the acceptance of the benefits of the Pledge Agreement shall be deemed irrevocably to authorize the Collateral Agent to
take such action on its behalf under the Pledge Agreement and instruments and agreements referred to therein and to exercise such
powers and to perform such duties thereunder as are specifically delegated or required of the Collateral Agent by the terms thereof
and such other powers as are reasonably incident thereto.


 


6.       This
Supplement is supplemental to the Pledge Agreement, forms a part thereof and is subject to all the terms thereof. Schedule I
to the Pledge Agreement does, and shall be deemed to, include each item listed on Schedule 1 hereto, and each such item
shall be and is included within the meaning of the terms “Additional Secured Debt”, “Additional Debtholders”
and, if applicable, “Additional Secured Debt Agent” as such terms are used in the Pledge Agreement.


 


7.       This
Supplement shall be governed by and construed in accordance with the laws of the State of New York.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the Pledgor has caused
this Supplement to be duly executed and delivered on the date first set forth above.


 


	 	IPALCO ENTERPRISES, INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Gustavo Garavaglia
	 	 	Name:	Gustavo Garavaglia
	 	 	Title: 	Chief Financial Officer  


Acknowledged and agreed:


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,





as Collateral Agent


 


	By:	/s/ Lawrence M. Kusch	 
	 	Name: 	Lawrence M. Kusch	 
	 	Title:	Vice President	 
	 	 	 	 
	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,	 
	as Trustee 	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Rebekah A. Foltz	 
	 	Name:	Rebekah A. Foltz	 
	 	Title:	Vice President	 




    
[Signature Page to Pledge Agreement Supplement]
 



     


    

Schedule 1 


 


ADDITIONAL
SECURED DEBT


 


	
        Title
        or Name of

        Additional Secured Debt:

	


        Additional Debt Holders:



	
        Additional
        Secured

        Debt Agent:


	4.250% Senior Secured Notes due 2030 	Holders of the Pledgor’s 4.250% Senior Secured Notes due 2030	U.S. Bank National Association, as trustee under the 2020 Indenture




 


 


 






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