0000908834-08-000370 Sample Contracts

40,000,000 City of Petersburg, Indiana Pollution Control Refunding Revenue Bonds Adjustable Rate Tender Securities (ARTS)SM, Series 1995B (Indianapolis Power & Light Company Project) AMENDMENT OF REMARKETING AGREEMENT
Remarketing Agreement • August 7th, 2008 • Ipalco Enterprises, Inc. • Electric services

This Amendment of Remarketing Agreement is made and entered into as of July 10, 2008, by and between Indianapolis Power & Light Company (the “Company”) and J.P. MORGAN SECURITIES, INC. (the “Remarketing Agent”), in order to amend the Remarketing Agreement entered into as of September 30, 1997, (the “Original Remarketing Agreement”), by and between the Company and the Remarketing Agent with respect to the above-referenced bonds (the “Bonds”).

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SIXTH AMENDMENT Dated as of May 27, 2008 to AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of July 20, 2004
Receivables Sale Agreement • August 7th, 2008 • Ipalco Enterprises, Inc. • Electric services • Illinois

This Sixth Amendment (the “Amendment”), dated as of May 27, 2008, 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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