Exhibit 4.3


 


 





Execution
Version


 




 


 





REGISTRATION RIGHTS AGREEMENT


 


 


April 14, 2020


 


 


among


 


 


IPALCO ENTERPRISES, INC.,


 


 


 


 


J.P. MORGAN SECURITIES LLC 


and





BOFA SECURITIES, INC.


 


 


 


 




     


     


    

REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is made and entered into as of April 14, 2020, among IPALCO Enterprises, Inc., an Indiana corporation (the “Company”),
J.P. Morgan Securities LLC (“J.P. Morgan”), BofA Securities, Inc. (“BofA”), and each of the
other initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”)
for whom J.P. Morgan and BofA are acting as the representatives (the “Representatives”).


 


This Agreement is made pursuant to the Purchase
Agreement, dated as of April 8, 2020, between the Company and the Representatives (the “Purchase Agreement”),
which provides for the sale by the Company to the Initial Purchasers of an aggregate of $475,000,000 principal amount of the Company’s
4.250% senior secured notes due 2030 (the “Securities”). In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing
under the Purchase Agreement.


 


In consideration of the foregoing, the parties
hereto agree as follows:


 


1.       Definitions.


 


As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


 


“1933 Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“1934 Act” shall
mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Additional Interest”
shall have the meaning set forth in Section 2(d) hereof.


 


“Closing Time”
shall mean the Closing Time as defined in the Purchase Agreement.


 


“Company” shall
have the meaning set forth in the preamble and shall also include the Company’s successors.


 


“Effectiveness Deadline”
shall have the meaning set forth in Section 2(d).


 


“Exchange Offer”
shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration”
shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.


 




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“Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.


 


“Exchange Securities”
shall mean securities issued by the Company under the Indenture containing terms substantially identical to the Securities (except
that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure
to comply with this Agreement) and to be offered to Holders of Securities in exchange for Registrable Securities pursuant to the
Exchange Offer.


 


“Free Writing Prospectus”
means each free writing prospectus (as defined in Rule 405 under the 1933 Act) prepared by or on behalf of the Company or used
or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.


 


“Holder” shall
mean each Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct
and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes
of Sections 4 and 5 of this Agreement, the term “Holder” shall include each Participating Broker-Dealer.


 


“Indenture” shall
mean the Indenture governing the Securities, dated as of April 14, 2020 between the Company and U.S. Bank National Association,
as trustee, and as the same may be amended from time to time in accordance with the terms thereof.


 


“Initial Purchasers”
shall have the meaning set forth in the preamble.


 


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the
Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates
solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage or amount.


 


“Participating Broker-Dealer”
shall have the meaning set forth in Section 4(a).


 


“Person” shall
mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.


 




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“Prospectus”
shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements
to such prospectus, and in each case including all material incorporated by reference therein.


 


“Purchase Agreement”
shall have the meaning set forth in the preamble.


 


“Registrable Securities”
shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have
been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities have been sold to the public pursuant
to Rule 144 or (iii) when such Securities shall have ceased to be outstanding.


 


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without
limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. (“FINRA”) registration
and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of counsel for the Initial Purchasers in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments
or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance
of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees
and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of
one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for
the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company, including the
expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance,
but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.


 


“Registration Statement”
shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant
to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein.


 




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“Representatives”
shall have the meaning set forth in the preamble.


 


“SEC” shall mean
the Securities and Exchange Commission.


 


“Securities”
shall have the meaning set forth in the preamble.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement”
shall mean a “shelf’ registration statement of the Company pursuant to the provisions of Section 2(b) hereof which
covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are
covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.


 


“Trustee” shall
mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3 hereof.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a registration in which Registrable Securities are sold to an Underwriter
for reoffering to the public.


 


2.       Registration
Under the 1933 Act.


 


(a)       To
the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its
reasonable best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the
Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective
until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC, and use its reasonable best efforts to have the Exchange Offer consummated on
or prior to the later of 30 business days after the date of effectiveness of the Exchange Offer Registration Statement or 30 days
after the Effectiveness Deadline. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus
and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:


 


(i)       that
the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered
will be accepted for exchange;


 


(ii)       the
dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the
“Exchange Dates”);


 




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(iii)       that
any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under
this Registration Rights Agreement;


 


(iv)       that
Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (a) surrender such
Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address specified in the
notice prior to the close of business on the last Exchange Date and (b) represent that, at the time of consummation of the Exchange
Offer, (A) any Exchange Securities received by such Holder will be acquired in the ordinary course of its business, (B) such Holder
will have no arrangement or understanding with any person to participate in the distribution of the Securities within the meaning
of the 1933 Act, (C) if the Holder is not a broker-dealer or is a broker-dealer but will not receive Exchange Securities for its
own account in exchange for Securities, neither the Holder nor any such other Person is engaged in or intends to participate in
a distribution of the Exchange Securities and (D) that such Holder is not an affiliate (as defined in Rule 405 under the 1933 Act)
of the Company. If the Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities,
it will represent and warrant that the Securities to be exchanged for the Exchange Securities were acquired by it as a result of
its market-making activities or other trading activities, and will acknowledge that it will deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities. It is understood that, by acknowledging that it will
deliver, and by delivering, a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange
Securities, the Holder is not admitting that it is an “underwriter” within the meaning of the 1933 Act; and


 


(v)       that
Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending
to the institution and at the address specified in the notice a telegram, telex, facsimile transmission or letter setting forth
the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder
is withdrawing such Holder’s election to have such Securities exchanged.


 


(b)       As
soon as practicable after the last Exchange Date, the Company shall:


 


(i)       accept
for exchange Registrable Securities or portions thereof validly tendered and not validly withdrawn pursuant to the Exchange Offer;
and


 


(ii)       deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange
by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, an Exchange Security equal
in principal amount to the principal amount of the Registrable Securities validly tendered by such Holder.


 


(a)       The
Company shall use its reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the


 




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Exchange
Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable
law or any applicable interpretation of the Staff of the SEC.


 


(b)       In
the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available
or that the Exchange Offer may not be consummated as soon as practicable after the last Exchange Date because it would violate
applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer Registration Statement is not
declared effective on or prior to the Effectiveness Deadline or (iii) with respect to any Holder of Registrable Securities (A)
such Holder is prohibited by applicable law or SEC policy from participating in the Exchange Offer, or (B) such Holder may not
resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the
Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder,
or (C) such Holder is a broker-dealer and holds Securities acquired directly from the Company or one of its affiliates, then, upon
such Holder’s written request, the Company shall use its reasonable best efforts to cause to be filed as soon as practicable
after such determination, date or notice is given to the Company, as the case may be, a Shelf Registration Statement providing
for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective
by the SEC. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred
to in clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file and have declared effective
by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and
a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Holders after completion of the Exchange Offer. The Company
agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period of one year
or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement or are no longer outstanding. The Company further agrees to supplement or
amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations
or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act
or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to
information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and
such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter
practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.


 


(c)       The
Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


 


(d)       An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have


 




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become
effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective,
the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court,
such Registration Statement will be deemed not to have become effective during the period of such interference until the offering
of Registrable Securities pursuant to such Registration Statement may legally resume. As provided for in the Indenture, in the
event that (i) the Exchange Offer Registration Statement or Shelf Registration Statement is not declared effective on or prior
to 365 days after Closing Time (the “Effectiveness Deadline”), the annual interest rate on the Securities will
be increased by 0.50% from the Effectiveness Deadline until the Exchange Offer Registration Statement or the Shelf Registration
Statement is declared effective by the SEC; or, (ii) the Exchange Offer is not consummated on or prior to the earlier of 30 business
days after the date of effectiveness of the Exchange Offer Registration Statement or 30 days after the Effectiveness Deadline,
the annual interest rate on the Securities will be increased by 0.50% until the Exchange Offer is consummated (such interest referred
to in clauses (i) and (ii) above, “Additional Interest”). The annual Additional Interest rate on the Securities will
not at any time exceed 0.50% notwithstanding the Company’s failure to meet more than one of these requirements. If the Company
requests Holders of Registrable Securities to provide the information as described in Section 3(q), the Securities held by Holders
who do not deliver such information to the Company when so requested will not be entitled to any such increase in the interest
rate. The Additional Interest payable on the Securities described in this clause (d) shall be payable on the regular interest
payment dates for the Securities.


 


(e)       Without
limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company
to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof.


 


3.       Registration
Procedures.


 


In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as expeditiously
as possible:


 


(a)       prepare
and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by
the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2 hereof;


 


(b)       prepare
and file with the SEC such amendments, including post-effective amendments, to each Registration Statement as may be necessary
to keep such Registration


 




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Statement
effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as
so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described
under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities;


 


(c)       to
the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the
Company with the SEC in accordance with the 1933 Act and to retain any Free Writing Prospectus not required to be filed;


 


(d)       in
the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to the Initial Purchasers, to counsel for the
Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of
each Prospectus, including each preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto and
such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Securities; and the Company consents to the use of such Prospectus, preliminary prospectus or such Free Writing
Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable
Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto
in accordance with applicable law;


 


(e)       use
its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue
sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders
in connection with any filings required to be made with FINRA and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities
owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation
or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d),
(ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so
subject;


 


(f)       in
the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial
Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement
has become effective and when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing
Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (ii)
of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus
or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement
or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection by the SEC
to the use of a Shelf Registration Statement or any post-effective


 




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amendment
thereto pursuant to Rule 401(g)(2) under the 1933 Act, (iv) if, between the effective date of a Registration Statement and the
closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be
true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening
of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration
Statement or the related Prospectus, in the case of the Prospectus, in light of the circumstances under which they were made,
untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order
to make the statements therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading
and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement or any amendment or supplement
to the Prospectus or any Free Writing Prospectus would be appropriate;


 


(g)       make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the
case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including
by filing an amendment to such Registration Statement on the proper form, and provide prompt notice to each Holder of the withdrawal
of any such order;


 


(h)       in
the case of a Shelf Registration, furnish to each Holder of Registrable Securities and any Underwriter participating in any disposition
pursuant to such Shelf Registration, to the extent requested, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless
requested);


 


(i)       in
the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable
such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such
names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities;


 


(j)       in
the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its reasonable best
efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company
agrees to notify the Holders to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the
occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission;


 




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(k)       a
reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to
a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Free Writing Prospectus or a Prospectus after initial filing of a
Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) and make such of the representatives of the Company as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their
counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement,
any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus or any
document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers
and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously
been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall object, except for any amendment or supplement or document (a copy of which has
been previously furnished to the Initial Purchasers and its counsel (and, in the case of a Shelf Registration Statement, the Holders
and their counsel)) which counsel to the Company shall advise the Company in writing is required in order to comply with applicable
law;


 


(l)       obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement;


 


(m)       cause
the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders
to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect
such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


 


(n)       in
the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities,
any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated
by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties
of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement;


 


(o)       [Reserved.];


 


(p)       use
its reasonable best efforts to cause the Exchange Securities to continue to be rated by two nationally recognized statistical rating
organizations (as such term is defined in Section 3(a)(62) of the 1934 Act), if the Registrable Securities have been rated;


 




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(q)       if
reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests
to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon
as the Company has received notification of the matters to be incorporated in such filing; and


 


(r)       in
the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith
(including those requested by the Majority Holders of the Registrable Securities being sold) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection,
(i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus, any Free Writing Prospectus
and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope
as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory
to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable
Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold
comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other certified
public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and
financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter
of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “cold
comfort” letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which
are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of
the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting
agreement.


 


In the case of a Shelf Registration Statement,
the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding the Holder and
the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request
in writing. The Company will not have any obligation to include in the Shelf Registration Statement any Holder that does not deliver
such information to the Company within a reasonable amount of time as determined by the Company.


 


In the case of a Shelf Registration Statement,
each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated
by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its


 




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expense)
all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any
Free Writing Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall
give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company shall
extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such notice to and including the date when the Holders
shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions.
The Company may give any such notice only twice during any 365 day period and any such suspensions may not exceed 30 days for
each suspension and there may not be more than two suspensions in effect during any 365 day period.


 


The Holders of Registrable Securities covered
by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”)
that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering.


 


4.       Participation
of Broker-Dealers in Exchange Offer.


 


(a)       The
Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange
Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities
(a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the
1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange
Securities.


 


The Company understands that it is the Staff’s
position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered
by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.


 


(b)       In
light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement
as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers,
in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that:


 


(i)       the
Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as
would otherwise be contemplated by Section 3(j), for a period exceeding 180 days after the last Exchange


 




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Date (as such period may be extended
pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized
by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by
this Section 4; and


 


(ii)       the
application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration,
to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will
be in conformity with the reasonable request to the Company by the Initial Purchasers or with the reasonable request in writing
to the Company by one or more broker-dealers who certify to the Initial Purchasers and the Company in writing that they anticipate
that they will be Participating Broker- Dealers; and provided further that, in connection with such application of the Shelf
Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only
with one entity representing the Participating Broker-Dealers, which shall be J.P. Morgan unless it elects not to act as such representative,
(y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the
Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, “cold comfort”
letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment
or supplement, if any, effected during the period specified in clause (i) above.


 


(c)       The
Initial Purchasers shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.


 


5.       Indemnification
and Contribution.


 


(a)The Company agrees to indemnify and
hold harmless (i) the Initial Purchasers, each Holder, (ii) each Person, if any, who controls any Initial Purchaser or any Holder
within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, any Initial Purchaser or any Holder (any such persons being hereinafter referred to as a “controlling person”)
and (iii)the affiliates (as such term is defined in Rule 501(b) under the 1933 Act, each an “Affiliate”)
and agents of any Initial Purchaser, Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an “Indemnified Holder”), from and against all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred by an Indemnified Holder in connection with defending
or investigating any such action or claim) incurred, arising out of or caused by any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or incurred,
arising out of or caused by any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or incurred, arising out of or caused by any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or incurred, arising out of or caused by any omission or alleged omission to state therein
a material fact necessary to make the statements therein in light of the


 




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circumstances
under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are incurred, arising
out of or caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating
to the Initial Purchasers or any Holder furnished to the Company in writing through the Representatives or any selling Holder
expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to
the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration
Statement.


 


(b)       Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling
Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls
the Company, any Initial Purchasers and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section
20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Initial Purchasers and the Holders, but
only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use
in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).


 


(c)       In
case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity
may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”)
shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying party”) in writing
and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel)
for the Initial Purchasers, all controlling persons of any Initial Purchaser and all Affiliates of any Initial Purchaser (b) the
fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers
who sign the Registration Statement and each Person, if any, who controls the Company within the meaning of either Section 15 of
the 1933 Act or Section 20 of the 1934 Act and (c) the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders, all controlling persons of any Holders and all Affiliates of any Holder and that all such fees and expenses
shall be reimbursed as they are incurred. In such case involving the Initial Purchasers, controlling persons of any Initial Purchaser
and all Affiliates of any Initial Purchaser, such firm shall be designated in writing by the Representatives. In such case involving
the


 




    14 


     


    

Holders
and such controlling persons of Holders and Affiliates of any Holder, such firm shall be designated in writing by the Majority
Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees
and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of
which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that
are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.


 


(d)       If
the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu
of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as
a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Company and the Indemnified Holders shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Indemnified Holders and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holder
that were registered pursuant to a Registration Statement.


 


(e)       The
Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred
to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 5, no Holder (and its related Indemnified Holders) shall be required to indemnify or contribute
any amount in excess of the


 




    15 


     


    

amount
by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute
pursuant to this Section 5(e) are several in proportion to the respective principal amount of Registrable Securities of such Holder
that were registered pursuant to a Registration Statement. The remedies provided for in this Section 5 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.


 


The indemnity and contribution provisions
contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Indemnified Holder, or by or on behalf of the Company, its officers or directors
or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.


 


6.       Miscellaneous.


 


(a)       No
Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into,
any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements.


 


(b)       Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent
of the Majority Holders of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver
or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing
by such Holder.


 


(c)       Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address
initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company,
initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c).


 


All such notices and communications shall
be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited
in


 




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the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.


 


(d)       Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation
of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether
by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and
by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with respect
to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.


 


(e)       Purchases
and Sales of Securities. The Company shall not, and shall use its reasonable best efforts to cause its affiliates (as defined
in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities.


 


(f)       Third
Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on
the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.


 


(g)       Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(h)       Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)       Governing
Law. This Agreement shall be governed by the laws of the State of New York.


 


(j)       Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


 




    17 


     


    

IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 





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










 




    
[Signature Page to Registration Rights Agreement]
 



     


    

Confirmed and accepted as of





the date first above written:


 


J.P. MORGAN SECURITIES LLC





BOFA SECURITIES, INC.


 


J.P. MORGAN SECURITIES LLC


 





	By:	/s/ Som Bhattacharyya	 
	 	Name:	Som Bhattacharyya	 
	 	Title:	Executive Director	 







 


BOFA SECURITIES, INC.


 





	By:	/s/ David Mikula	
	 	Name:	David Mikula	 
	 	Title:	Managing Director	 




 







For themselves and as Representatives of the other Initial Purchasers.


 








    
[Signature Page to Registration Rights Agreement]