0000728391-17-000042 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2017 • Ipalco Enterprises, Inc. • Electric services • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of August 17, 2017, between the Company and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $405,000,000 principal amount of the Company’s 3.70% senior secured notes due 2024 (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.

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3.70% Senior Secured Notes Due 2024
Indenture • August 22nd, 2017 • Ipalco Enterprises, Inc. • Electric services • New York

INDENTURE, dated as of August 22, 2017, between IPALCO Enterprises, Inc., an Indiana corporation, as the Company, and U.S. Bank National Association, a national banking association, as Trustee.

PLEDGE AGREEMENT SUPPLEMENT
Pledge Agreement Supplement • August 22nd, 2017 • Ipalco Enterprises, Inc. • Electric services

PLEDGE AGREEMENT SUPPLEMENT dated August 22, 2017, (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).

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