PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.10
USA Patriot Act Notice. Each Lender that is subject to the USA Patriot
Act and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or Administrative
Agent, as applicable, to identify the Borrower in accordance with the USA
Patriot Act.
[SIGNATURE PAGES FOLLOW]
2
[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.
INDIANAPOLIS POWER & LIGHT COMPANY
By:
Connie R. Horwitz
Assistant Treasurer
[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
By:
Tracy J. Venable
Senior Vice President
[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
U.S. BANK NATIONAL ASSOCIATION
By:
[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
BMO HARRIS BANK N.A., individually and as Documentation Agent
By:
[SIGNATURE PAGE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
SUNTRUST BANK
By:
[SIGNATURE TO NOTE PURCHASE AND COVENANTS AGREEMENT]
THE HUNTINGTON NATIONAL BANK
By:
SCHEDULE 1.1(A)
PRICING GRID--
VARIABLE PRICING AND FEES BASED ON BORROWER'S RATING
The "Applicable Margin" for any day is the rate per annum set forth below
corresponding to the Status that exists on such day:
Level
Borrower's Rating
(Fitch/Moody's/S&P)
Applicable
Margin
1
≥ A-/A3/A-
1.000%
2
≥ BBB+/Baa1/BBB+
1.125%
3
≥ BBB/Baa2/BBB
1.250%
4
≥ BBB-/Baa3/BBB-
1.500%
5
≥ BB+/Ba1/BB+
1.875%
6
< BB+/Ba1/BB+
2.125%
For purposes of this Schedule, the following terms have the following meanings:
"Fitch" means Fitch, Inc.
"Fitch Rating" means the rating assigned to the senior unsecured long-term debt
securities of the Borrower without third-party credit enhancement, and any
rating assigned to any other debt security of Fitch shall be disregarded. If
Fitch does not maintain a senior unsecured debt rating for the Borrower, "Fitch
Rating" shall mean the corporate credit rating assigned by Fitch to the
Borrower. The rating in effect on any date is that in effect on the close of
business on such