0000728391-05-000015 Sample Contracts

FIRST MODIFICATION OF CREDIT AGREEMENT
Credit Agreement • August 22nd, 2005 • Ipalco Enterprises, Inc. • Electric services • Indiana

This First Modification of Credit Agreement ("First Modification") is made and entered into on May 18, 2005, and effective as of May 19, 2005, by and between Indianapolis Power & Light Company, an Indiana corporation ("Borrower"), The Huntington National Bank, a national banking association in its capacity as contractual representative for itself and the other Lenders (the "Agent"), and the Lenders shown on the execution pages of this First Modification (the "Lenders"):

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SECOND AMENDMENT
Credit Agreement • August 22nd, 2005 • Ipalco Enterprises, Inc. • Electric services

THIS SECOND AMENDMENT dated as of May 31, 2005 (this "Amendment") is to the Credit Agreement (as heretofore amended, the "Credit Agreement") dated as of June 4, 2003 among INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation (the "Borrower"), various financial institutions (the "Banks") and LASALLE BANK NATIONAL ASSOCIATION, as agent for the Banks (the "Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.

SECOND AMENDMENT Dated as of May 31, 2005 to AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of July 20, 2004
Receivables Sale Agreement • August 22nd, 2005 • Ipalco Enterprises, Inc. • Electric services • Illinois

THIS SECOND AMENDMENT (the "Amendment"), dated as of May 31, 2005, is entered into among IPL Funding Corporation (the "Seller"), Windmill Funding Corporation, a Delaware corporation ("Windmill"), the Liquidity Provider listed on the signature page hereof (the "Liquidity Provider") and ABN AMRO Bank N.V., as agent for Windmill and the Liquidity Provider (the "Agent").

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