JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT 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.
11.12
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]
[SIGNATURE PAGE TO CREDIT 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
/s/ Connie R. Horwitz
Connie R. Horwitz
Treasurer and Assistant Secretary
PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
/s/ Tracy J. Venable
Tracy J. Venable
Senior
Vice President
BANK OF AMERICA, N.A., individually and as Syndication Agent
/s/ Justin Martin
Justin Martin
Vice President
UNION BANK, N.A., individually and as Documentation Agent
/s/ Jesus Serrano
Jesus Serrano
Vice President
JPMORGAN CHASE BANK, N.A.
U.S. BANK NATIONAL ASSOCIATION
/s/ Eric Cosgrove
Eric Cosgrove
Vice President
THE HUNTINGTON NATIONAL BANK
/s/ Gregory S. Leszczuk
Gregory S. Leszczuk
Vice President
FIFTH THIRD BANK
/s/ William J. Krummen
William
J. Krummen
Vice President
SCHEDULE 1.1(A)
PRICING GRID--
VARIABLE PRICING AND FEES BASED ON BORROWER'S RATING
The "Applicable Margin", "Applicable Commitment Fee Rate" and "Applicable Letter
of Credit Fee Rate" for any day are the respective rates 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 for LIBOR Loan
Applicable
Margin for Base Rate Loan Applicable Commitment Fee Rate Applicable
Letter of Credit Fee Rate 1 ≥ A-/A3/A- 1.25% 0.25% 0.15% 1.25% 2 ≥
BBB+/Baa1/BBB+ 1.50% 0.50% 0.20% 1.50% 3 ≥ BBB/Baa2/BBB 1.75% 0.75% 0.25% 1.75%
4 ≥ BBB-/Baa3/BBB- 2.00% 1.00% 0.30% 2.00% 5 ≥ BB+/Ba1/BB+ 2.50% 1.50% 0.40%
2.50% 6 < BB+/Ba1/BB+ 2.75% 1.75% 0.50% 2.75%
For purposes of this Schedule, the following terms have the following meanings:
"Fitch" means Fitch, Inc.
"Fitch Rating" means the rating assigned to the