Ipalco Enterprises, Inc. – ‘S-4’ on 4/3/02 – EX-4.1

On:  Wednesday, 4/3/02   ·   Accession #:  950103-2-333   ·   File #:  333-85438

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               140    727K 
                          Business-Combination Transaction                       
 2: EX-1        Underwriting Agreement                                16     87K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     28     97K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws     13     53K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders   102    365K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders    29    113K 
 7: EX-4.3      Instrument Defining the Rights of Security Holders   147±   648K 
 8: EX-4.4      Instrument Defining the Rights of Security Holders   295±  1.28M 
 9: EX-4.6      Instrument Defining the Rights of Security Holders     2     15K 
10: EX-5        Opinion re: Legality                                   2     14K 
19: EX-10.09    Material Contract                                      2     17K 
11: EX-10.1     Material Contract                                     89±   293K 
20: EX-10.10    Material Contract                                     67±   268K 
21: EX-10.11    Material Contract                                      8     63K 
23: EX-10.13    Material Contract                                      8±    39K 
24: EX-10.14    Material Contract                                      4±    25K 
25: EX-10.15    Material Contract                                      8±    39K 
26: EX-10.16    Material Contract                                      6±    27K 
12: EX-10.2     Material Contract                                     55±   200K 
13: EX-10.3     Material Contract                                    116±   276K 
14: EX-10.4     Material Contract                                     67±   228K 
15: EX-10.5     Material Contract                                     13±    70K 
16: EX-10.6     Material Contract                                     63±   261K 
17: EX-10.7     Material Contract                                     11±    49K 
18: EX-10.8     Material Contract                                      8±    38K 
22: EX-11.12    Statement re: Computation of Earnings Per Share       58    225K 
27: EX-12       Statement re: Computation of Ratios                    1     11K 
28: EX-21       Subsidiaries of the Registrant                         1     11K 
29: EX-23.2     Consent of Experts or Counsel                          1     11K 
30: EX-25       Statement re: Eligibility of Trustee                  26    100K 
31: EX-99.1     Miscellaneous Exhibit                                 12     52K 
32: EX-99.2     Miscellaneous Exhibit                                  3     16K 
33: EX-99.3     Miscellaneous Exhibit                                  2     13K 
34: EX-99.4     Miscellaneous Exhibit                                  2     14K 
35: EX-99.5     Miscellaneous Exhibit                                  3     13K 

EX-4.1   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.1
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                                                                   Exhibit 4.1

======================= 

IPALCO ENTERPRISES, INC.
as Issuer 

and 

Bank One, National Association
as Trustee

------------------------------------

Indenture 

Dated as of November 14, 2001 
------------------------------------

7.375% Senior Secured Notes Due 2008

7.625% Senior Secured Notes Due 2011

======================= 

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TABLE OF CONTENTS 
--------------- 

                                                                          PAGE

RECITALS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions..................................................1  
Section 1.02. Rules of Construction.......................................15  

ARTICLE 2 THE NOTES 

Section 2.01. Form, Dating and Denominations; Legends.....................16  
Section 2.02. Execution and Authentication; Exchange Notes;                   
             Additional Notes...........................................17
Section 2.03. Registrar, Paying Agent and Authenticating Agent;               
              Paying Agent to Hold Money in Trust.......................18
Section 2.04. Replacement Notes...........................................19  
Section 2.05. Outstanding Notes...........................................19  
Section 2.06. Temporary Notes.............................................20  
Section 2.07. Cancellation................................................20  
Section 2.08. CUSIP and CINS Numbers......................................20  
Section 2.09. Registration, Transfer and Exchange.........................21  
Section 2.10. Restrictions on Transfer and Exchange.......................23  
Section 2.11. Temporary Offshore Global Notes.............................25  

ARTICLE 3 OPTIONAL REDEMPTION 

Section 3.01. Optional Redemption.........................................26  
Section 3.02. Method and Effect of Redemption.............................26  
Section 3.03. Sinking Fund................................................27  

ARTICLE 4 COVENANTS 

Section 4.01. Payment of Notes............................................28  
Section 4.02. Maintenance of Office or Agency.............................28  
Section 4.03. Limitation on Distributions and Intercompany Loans..........29  
Section 4.04. Limitations on Indebtedness.................................29  
Section 4.05. Limitations on Liens........................................30  
Section 4.06. Limitation on Business Activities...........................33  
Section 4.07. Noteholders' Lists..........................................33  
Section 4.08. Certificate to Trustee......................................34  
Section 4.09. Reports by the Company......................................34  

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ARTICLE 5 CONSOLIDATION, MERGER OR SALE OF ASSETS 

Section 5.01. Limitations on Consolidation, Merger,                           
              Conveyance, Sale or Lease.................................35
Section 5.02. Successor Substituted.......................................37  

ARTICLE 6 DEFAULT AND REMEDIES

Section 6.01. Events of Default...........................................37  
Section 6.02. Acceleration................................................39  
Section 6.03. Other Remedies..............................................39  
Section 6.04. Waiver of Past Defaults.....................................39  
Section 6.05. Control by Majority.........................................40  
Section 6.06. Limitation on Suits.........................................40  
Section 6.07. Rights of Holders to Receive Payment........................40  
Section 6.08. Collection Suit by Trustee..................................41  
Section 6.09. Trustee May File Proofs of Claim............................41  
Section 6.10. Priorities..................................................41  
Section 6.11. Restoration of Rights and Remedies..........................42  
Section 6.12. Undertaking for Costs.......................................42  
Section 6.13. Rights and Remedies Cumulative..............................42  
Section 6.14. Delay or Omission Not Waiver................................42  
Section 6.15. Waiver of Stay, Extension or Usury Laws.....................43  

ARTICLE 7 THE TRUSTEE 

Section 7.01. General.....................................................43  
Section 7.02. Certain Rights of Trustee...................................43  
Section 7.03. Individual Rights of Trustee................................44  
Section 7.04. Trustee's Disclaimer........................................45  
Section 7.05. Notice of Default...........................................45  
Section 7.06. Reports by Trustee to Holders...............................45  
Section 7.07. Compensation and Indemnity..................................45  
Section 7.08. Replacement of Trustee......................................46  
Section 7.09. Successor Trustee by Merger.................................47  
Section 7.10. Eligibility.................................................47  
Section 7.11. Money Held in Trust.........................................47  

ARTICLE 8 DEFEASANCE AND DISCHARGE

Section 8.01. Satisfaction and Discharge of Indenture.....................47  
Section 8.02. Defeasance and Discharge of Indenture.......................49  
Section 8.03. Defeasance of Certain Obligations...........................50  
Section 8.04. Application of Trust Money..................................52  
Section 8.05. Repayment to Company........................................52  
Section 8.06. Reinstatement...............................................52  

ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS 

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Section 9.01. Amendments Without Consent of Holders.......................53  
Section 9.02. Amendments with Consent of Holders..........................53  
Section 9.03. Effect of Consent...........................................54  
Section 9.04. Trustee's Rights and Obligations............................55  
Section 9.05. Conformity with Trust Indenture Act.........................55  
Section 9.06. Payments for Consents.......................................55  

ARTICLE 10 MISCELLANEOUS

Section 10.01. Trust Indenture Act of 1939................................55  
Section 10.02. Noteholder Communications; Noteholder Actions..............56  
Section 10.03. Notices....................................................56  
Section 10.04. Certificate and Opinion as to Conditions Precedent.........57  
Section 10.05. Statements Required in Certificate or Opinion..............57  
Section 10.06. Payment Date Other Than a Business Day.....................58  
Section 10.07. Governing Law..............................................58  
Section 10.08. No Adverse Interpretation of Other Agreements..............58  
Section 10.09. Successors.................................................58  
Section 10.10. Duplicate Originals........................................58  
Section 10.11. Separability...............................................58  
Section 10.12. Table of Contents and Headings.............................58  
Section 10.13. No Liability of Directors, Officers, Employees,                
               Incorporators and Stockholders...........................59

ARTICLE 11 SECURITY AND COLLATERAL

Section 11.01. Pledge Agreement...........................................59  
Section 11.02. Recording and Opinions.....................................59  
Section 11.03. Release of Collateral......................................60  
Section 11.04. Certificates of the Company................................60  
Section 11.05. Certificates of the Trustee................................61  
Section 11.06. Authorization of Actions to be Taken by the                    
               Collateral Agent Under the Pledge Agreement..............61
Section 11.07. Authorization of Receipt of Refunds by the Trustee             
Under the Pledge Agreement..61              
Section 11.08. Termination of Security Interest...........................61  

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EXHIBITS  

EXHIBIT A-1          Form of 2008 Note                                          
EXHIBIT A-2          Form of 2011 Note                                          
EXHIBIT B            Restricted Legend                                          
EXHIBIT C            DTC Legend                                                 
EXHIBIT D            Regulation S Certificate                                   
EXHIBIT E            Rule 144A Certificate                                      
EXHIBIT F            Certificate of Beneficial Ownership                        
EXHIBIT G            Temporary Offshore Global Note Legend                      

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       INDENTURE, dated as of November 14, 2001, between IPALCO Enterprises,
Inc., an Indiana corporation, as the Company, and Bank One, National            
Association, a national banking association, as Trustee.                        

RECITALS

   The Company has duly authorized the execution and delivery of the
Indenture to provide for the issuance of two series of senior secured notes,    
one series designated as the "7.375% Senior Secured Notes Due 2008" (the "2008  
Notes") in an aggregate principal amount of $375,000,000, and one series        
designated the "7.625% Senior Secured Notes Due 2011" (the "2011 Notes") in an  
aggregate principal amount of $375,000,000 and, if and when issued, any         
Additional Notes, together with any Exchange Notes issued therefor as provided  
herein (collectively the "Notes"). All things necessary to make the Indenture a 
valid agreement of the Company, in accordance with its terms, have been done,   
and the Company has done all things necessary to make the Notes (in the case of 
the Additional Notes, when duly authorized), when executed by the Company and   
authenticated and delivered by the Trustee and duly issued by the Company, the  
valid obligations of the Company as hereinafter provided.                       

       This Indenture is subject to, and will be governed by, the provisions
of the Trust Indenture Act that are required to be a part of and govern         
indentures qualified under the Trust Indenture Act.                             

THIS INDENTURE WITNESSETH 

        For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, the parties hereto covenant and agree, for the equal    
and proportionate benefit of all Holders, as follows:                           

ARTICLE 1 
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.                                            

     "Additional Interest" means additional interest owed to the Holders
pursuant to a Registration Rights Agreement.                                    

"Additional Notes" means any series of Notes issued under the 
Indenture in addition to the Original Notes, including any Exchange Notes       
issued in exchange for such Additional Notes, having the same terms in all      
respects as any series of the Original Notes.                                   

       "Adjusted Total Capital" of any Person means, as of any date, the sum
(without duplication) of:                                                       

(1) Indebtedness for Borrowed Money;                        

       (2) preferred stock and Preferred Securities of such Person and its
consolidated Subsidiaries;                                            

(3) consolidated stockholder's equity of such Person and its
   consolidated Subsidiaries (excluding any preferred stock in stockholder's
equity); and                                                          

 (4) any excess of the value of the assets of the Company when
    acquired by AES over the book value of such assets at such time, which for
the purpose of this definition is agreed to be $1.5 billion.          

  "AES" means the AES Corporation, a Delaware corporation, and its
successors and assigns.                                                         

 "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect  
common control with, such Person. For purposes of this definition, "control"    
(including, with correlative meanings, the terms "controlling," "controlled by" 
and "under common control with") with respect to any Person, means the          
possession, directly or indirectly, of the power to direct or cause the         
direction of the management and policies of such Person, whether through the    
ownership of voting securities, by contract or otherwise.                       

    "Agent" means any Registrar, Paying Agent or Authenticating Agent.

        "Agent Member" means a member of, or a participant in, the Depositary.

       "Authenticating Agent" refers to a Person engaged to authenticate the
Notes in the stead of the Trustee.                                              

       "bankruptcy default" has the meaning assigned to such term in Section
6.01.                                                                           

 "Board of Directors" means the board of directors or comparable
governing body of the Company, or any committee thereof duly authorized to act  
on its behalf.                                                                  

    "Board Resolution" means a resolution duly adopted by the Board of
Directors which is certified by the Secretary or an Assistant Secretary of the  
Company and remains in full force and effect as of the date of its              
certification.                                                                  

        "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City or in the city where the Corporate      
Trust Office of the Trustee is located are authorized by law to close.          

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    "Capitalized Lease Obligations" means all lease obligations of the
Company and its Subsidiaries which, under GAAP, are or will be required to be   
capitalized, in each case taken at the amount of the lease obligation accounted 
for as indebtedness in conformity with those principles.                        

"Certificate of Beneficial Ownership" means a certificate     
substantially in the form of Exhibit F.                                         

        "Certificated Note" means a Note in registered individual form without
interest coupons.                                                               

"Clearstream" means Clearstream Banking SA and its successors.

 "Collateral" has the meaning specified in the Pledge Agreement.

       "Collateral Agent" has the meaning specified in the Pledge Agreement.

"Commission" means the Securities and Exchange Commission.    

       "Company" means the party named as such in the first paragraph of the
Indenture or any successor obligor under the Indenture and the Notes pursuant   
to Section 5.01.                                                                

     "Comparable Treasury Issue" means, with respect to any Notes of any
series to be redeemed, the United States Treasury security selected by an       
independent investment banking institution of international standing appointed  
by the Company as having a maturity comparable to the remaining term of such    
Notes that would be used, at the time of selection and in accordance with       
customary financial practice, in pricing new issues of corporate debt           
securities of comparable maturity to the remaining term of such securities.     

   "Comparable Treasury Price" means, with respect to any Comparable
Treasury Issue:                                                                 

  (1) the average of the bid and asked prices for the Comparable
 Treasury Issue, expressed in each case as a percentage of its principal
amount, on the third Business Day preceding the redemption date of the
 Notes to be redeemed, as set forth in the daily statistical release (or
  any successor release) published by the Federal Reserve Bank of New York
and designated "Composite 3:30 p.m. Quotations for U.S. Government    
Securities"; or                                                       

      (2) if such release (or any successor release) is not published or
does not contain such prices on such Business Day, the average, as    
   determined by the Company, of the bid and asked prices for the Comparable
 Treasury Issue, expressed in each case as a percentage of its principal
amount and quoted in writing to the Company by a primary U.S.         

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   government securities dealer in New York City appointed by the Company at
5:00 p.m. on the third Business Day preceding such redemption date.   

   "Consolidated Current Liabilities" means the consolidated current
liabilities of the Company and its Subsidiaries, but excluding the current      
portion of long term Indebtedness which would otherwise be included in it, as   
determined on a consolidated basis in accordance with GAAP.                     

  "Consolidated Debt" means, at any time, the sum of the aggregate
outstanding principal amount of all Indebtedness for Borrowed Money (including, 
without limitation, the principal component of Capitalized Lease Obligations,   
but excluding Permitted Debt, Currency, Interest Rate or Commodity Agreements   
and all Consolidated Current Liabilities and Project Finance Debt) of the       
Company and its Subsidiaries, as determined on a consolidated basis in          
conformity with GAAP.                                                           

     "Consolidated EBITDA" means, for any period, the sum of the amounts
for that period of the Company's:                                               

(1) Consolidated Net Income;                                

         (2) distributions paid, accrued or scheduled to be paid in respect of
   any Preferred Securities or other capital stock to the extent deducted in
calculating Consolidated Net Income;                                  

    (3) Consolidated Interest Expense plus interest paid, accrued or
 scheduled to be paid or to be accrued in respect of any Permitted Debt;

       (4) income taxes and deferred taxes (other than income taxes either
    positive or negative attributable to extraordinary and non-recurring gains
or losses or sales of assets);                                        

(5) depreciation expense;                                   

(6) amortization expense; and                               

       (7) all other non-cash items reducing Consolidated Net Income, less
  all non-cash items increasing Consolidated Net Income, all as determined
on a consolidated basis in conformity with GAAP,                      

provided that, to the extent that the Company has any Subsidiary that is not a  
wholly-owned Subsidiary, Consolidated EBITDA will be reduced by an amount equal 
to the Consolidated Net Income of such Subsidiary multiplied by the quotient    
of: (A) the number of shares of outstanding common stock of such Subsidiary not 
owned on the relevant Measurement Date by the Company or any Subsidiary of the  
Company, divided by (B) the total number of shares of outstanding common stock  
of such Subsidiary on the relevant Measurement Date.                            

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      "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest in respect of Indebtedness for Borrowed Money (excluding     
interest expense related to Permitted Debt and including amortization of        
original issue discount on any Indebtedness and the interest portion of any     
deferred payment obligation, calculated in accordance with the effective        
interest method of accounting; and all commissions, discounts and other fees    
and charges owed with respect to bankers' acceptance financing) and the net     
costs associated with Interest Rate Agreements and all but the principal        
component of rentals in respect of Capitalized Lease Obligations, paid, accrued 
or scheduled to be paid or to be accrued by the Company and each of its         
Subsidiaries during such period, excluding, however, any amount of such         
interest of any Subsidiary of the Company if the net income (or loss) of such   
Subsidiary is excluded from the calculation of Consolidated Net Income for such 
Subsidiary pursuant to clause (2) of the definition of Consolidated Net Income  
(but only in the same proportion as the net income (or loss) of such Subsidiary 
is excluded), less consolidated interest income, all as determined on a         
consolidated basis in conformity with GAAP; provided that, to the extent that   
the Company has any Subsidiary that is not a wholly-owned subsidiary,           
Consolidated Interest Expense shall be reduced by an amount equal to such       
interest expense of such Subsidiary multiplied by the quotient of: (A) the      
number of shares of outstanding common stock of such Subsidiary not owned on    
the relevant Measurement Date by the Company or any Subsidiary of the Company,  
divided by (B) the total number of shares of outstanding common stock of such   
Subsidiary on the relevant Measurement Date.                                    

       "Consolidated Net Income" means, for any period, the aggregate of the
net income (or loss) of the Company and its Subsidiaries for such period, as    
determined on a consolidated basis in conformity with GAAP; provided that the   
following items will be excluded from any calculation of Consolidated Net       
Income (without duplication):                                                   

        (1) the net income (or loss) of any Person (other than a Subsidiary)
 in which any other Person has a joint interest, except to the extent of
the amount of dividends or other distributions actually paid to the   
Company or another Subsidiary of the Company during such period;      

         (2) the net income (or loss) of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such  
Subsidiary of such net income is not at the time permitted by the     
operation of the terms of its charter or any agreement, instrument,   
judgment, decree, order, statute, rule or governmental regulation or  
license;                                                              

        (3) all extraordinary gains and extraordinary losses, merger-related
    expenses and one-time expenses, cash or noncash, relating to restructuring
efforts; and                                                          

(4) all gains and losses from discontinued operations.      

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        "Consolidated Net Tangible Assets" means at any time, the total of all
assets (including revaluations of those assets as a result of commercial        
appraisals, price level restatement or otherwise) appearing on the most         
recently available consolidated balance sheet of the Company and its            
Subsidiaries (provided that such balance sheet is of a date not more than 60    
days prior to the date of creation of the relevant Lien) prepared in accordance 
with GAAP, net of applicable reserves and deductions, but excluding goodwill,   
trade names, trademarks, patents, unamortized debt discount and all other like  
intangible assets (which term shall not be construed to include such            
revaluations), less the aggregate of the Consolidated Current Liabilities of    
the Company appearing on such balance sheet.                                    

       "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee is principally administered, which at   
the date of the Indenture is located at 111 Monument Circle, Indianapolis,      
Indiana 46204.                                                                  

      "Currency, Interest Rate or Commodity Agreements" means an agreement
or transaction involving any currency, interest rate or energy price or         
volumetric swap, cap or collar arrangement, forward exchange transaction,       
option, warrant, forward rate agreement, futures contract or other derivative   
instrument of any kind for the hedging or management of foreign exchange,       
interest rate or energy price or volumetric risks, it being understood, for     
purposes of this definition, that the term "energy" will include, without       
limitation, coal, gas, oil and electricity.                                     

     "Default" means, with respect to any series of Notes any event that
is, or after notice or passage of time or both would be, an Event of Default.   

   "Depositary" means the depositary of each Global Note, which will
initially be DTC.                                                               

       "Distribution" means any dividend, distribution or payment (including
by way of redemption, repurchase, retirement, return or repayment) in respect   
of shares of capital stock of the Company, or any purchase of any shares of     
capital stock of AES, excluding any contract adjustment payments under          
contracts to purchase common stock of the Company, AES or any of its affiliates 
(which common stock was not held as an asset of the Company) entered into in    
connection with the issuance of any Permitted Debt.                             

       "DTC" means The Depository Trust Company, a New York corporation, and
its successors.                                                                 

"DTC Legend" means the legend set forth in Exhibit C.         

       "Effectiveness Deadline" has the meaning ascribed to such term in the
Notes.                                                                          

   "Euroclear" means Euroclear Bank S.A./N.V., and its successors or
assigns, as operator of the Euroclear System.                                   

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  "Event of Default", with respect to any series of Notes, has the
meaning assigned to such term in Section 6.01.                                  

"Exchange Act" means the Securities Exchange Act of 1934.     

        "Exchange Notes" means the Notes of the Company issued pursuant to the
Indenture in exchange for, and in an aggregate principal amount equal to, the   
applicable series of Initial Notes or any Initial Additional Notes of that      
series in compliance with the terms of a Registration Rights Agreement and      
containing terms substantially identical to the applicable series of Initial    
Notes or any Initial Additional Notes of that series (except that such Exchange 
Notes will be registered under the Securities Act and will not be subject to    
transfer restrictions or bear the Restricted Legend).                           

      "Exchange Offer" means an offer by the Company to the Holders of the
Initial Notes or any Initial Additional Notes to exchange outstanding Notes for 
Exchange Notes, as provided for in a Registration Rights Agreement.             

  "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in a Registration Rights Agreement.           

"Excluded Subsidiary" means any Subsidiary of the Company:    

         (1) in respect of which neither the Company nor any Subsidiary of the
   Company (other than another Excluded Subsidiary) has undertaken any legal
obligation to give any guarantee for the benefit of the holders of any
Indebtedness for Borrowed Money (other than to another member of the  
Group) other than in respect of any statutory obligation and the      
Subsidiaries of which are all Excluded Subsidiaries; and              

   (2) which has been designated as such by the Company by written
  notice to the Trustee; provided that the Company may give written notice
 to the Trustee at any time that any Excluded Subsidiary is no longer an
    Excluded Subsidiary whereupon it shall cease to be an Excluded Subsidiary.

    "Expiration Date" has the meaning ascribed to such term in Section
5.01 hereof.                                                                    

     "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.                               

       "Global Note" means a Note in registered global form without interest
coupons.                                                                        

"Global Note Legend" means the legend set forth in Exhibit G. 

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   "Group" means the Company and its Subsidiaries and "member of the
Group" shall be construed accordingly.                                          

   "Holder" or "Noteholder" means the registered holder of any Note.

    "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume or guarantee or otherwise become liable for such Indebtedness;    
provided that neither the accrual of interest (whether such interest is payable 
in cash or in kind) nor the accretion of original issue discount shall be       
considered an "incurrence" of Indebtedness.                                     

 "Indebtedness" means, with respect to the Company or any of its
Subsidiaries at any date of determination (without duplication):                

       (1) all Indebtedness for Borrowed Money (excluding any credit which
is available but undrawn);                                            

  (2) all obligations in respect of letters of credit (including
reimbursement obligations with respect to letters of credit);         

        (3) all obligations to pay the deferred and unpaid purchase price of
property or services, which purchase price is due more than six months
   after the date of placing such property in service or taking delivery and
title to the property or the completion of such services, except trade
payables;                                                             

(4) all Capitalized Lease Obligations;                      

        (5) all indebtedness of other persons secured by a mortgage, charge,
    lien, pledge or other security interest on any asset of the Company or any
    of its Subsidiaries, whether or not such indebtedness is assumed; provided
  that the amount of such Indebtedness must be the lesser of: (a) the fair
market value of such asset at such date of determination and (b) the  
amount of the secured indebtedness;                                   

       (6) all indebtedness of other persons of the types specified in the
preceding clauses (1) through (5), to the extent such indebtedness is 
guaranteed by the Company or any of its Subsidiaries; and             

    (7) to the extent not otherwise included in this definition, net
obligations under Currency, Interest Rate or Commodity Agreements.    

        The amount of Indebtedness at any date will be the outstanding balance
at such date of all unconditional obligations as described above and, upon the  
occurrence of the contingency giving rise to the obligation, the maximum        
liability of any contingent obligations of the types specified in the preceding 
clauses (1) through (7) at such date; provided that the amount outstanding at   
any time of any Indebtedness issued with original issue discount is the face    
amount of such                                                                  

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Indebtedness less the remaining unamortized portion of the original issue       
discount of such Indebtedness at such time as determined in conformity with     
GAAP.                                                                           

   "Indebtedness For Borrowed Money" means any indebtedness (whether
being principal, premium, interest or other amounts) for:                       

(1) money borrowed;                                         

       (2) payment obligations under or in respect of any trade acceptance
or trade acceptance credit; or                                        

      (3) any notes, bonds, loan stock or other debt securities offered,
  issued or distributed whether by way of public offer, private placement,
  acquisition consideration or otherwise and whether issued for cash or in
  whole or in part for a consideration other than cash (including, without
limitation, Permitted Debt);                                          

provided, however, in each case, that such term will exclude:                   

(a) any indebtedness relating to any accounts receivable    
securitizations;                                                      

     (b) any Indebtedness of the type permitted to be secured by Liens
pursuant to clause (12) Section 4.05 hereof; and                      

        (c) any Preferred Securities which are issued and outstanding on the
date of original issue of the Notes or any extension, renewal or      
replacement (or successive extensions, renewals or replacements), as a
  whole or in part, of any such existing Preferred Securities, for amounts
not exceeding the principal amount or liquidation preference of the   
Preferred Securities so extended, renewed or replaced.                

        "Indenture" means this indenture, as amended or supplemented from time
to time.                                                                        

        "Initial Additional Notes" means Additional Notes of any series issued
in an offering not registered under the Securities Act and any Notes of that    
series issued in replacement thereof, but not including any Exchange Notes of   
that series issued in exchange therefor.                                        

       "Initial Notes" means the 2008 Notes and the 2011 Notes issued on the
Issue Date and any Notes of each series issued in replacement thereof, but not  
including any Exchange Notes of each series issued in exchange therefor.        

       "Initial Purchasers" means the initial purchasers party to a purchase
agreement with the Company relating to the sale of the Initial Notes or Initial 
Additional Notes by the Company.                                                

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       "Interest", in respect of the Notes of any series, unless the context
otherwise requires, refers to interest and Additional Interest, if any on such  
series of Notes.                                                                

     "Interest Coverage Ratio" means, with respect to the Company on any
Measurement Date, the ratio of:                                                 

      (1) the aggregate amount of Consolidated EBITDA of the Company for
the four fiscal quarters for which financial information in respect of
Consolidated EBITDA is available immediately prior to such Measurement
Date to                                                               

    (2) the aggregate Consolidated Interest Expense during such four
fiscal quarters.                                                      

    "Interest Payment Date" or "interest payment date" has the meaning
ascribed to such term in the Notes.                                             

   "Investments" in any Person means any loan or advance to, any net
payment on a guarantee of, any acquisition of capital stock, equity interest,   
obligation or other security of, or capital contribution or other investment    
in, such Person. Investments exclude advances to customers and suppliers in the 
ordinary course of business.                                                    

        "IPL" means Indianapolis Power & Light Company, an Indiana corporation
and Subsidiary of the Company.                                                  

        "Issue Date" means the date on which the Original Notes are originally
issued under the Indenture.                                                     

   "Leverage Ratio" means the ratio of Consolidated Debt to Adjusted
Total Capital, calculated on the basis of the most recently available           
consolidated balance sheet of the Company and its consolidated Subsidiaries     
(provided that such balance sheet is as of a date not more than 60 days prior   
to a Measurement Date) prepared in accordance with GAAP.                        

     "Lien" means any mortgage, lien, pledge, security interest or other
encumbrance; provided, however, that the term "Lien" does not mean any          
easements, rights-of-way, restrictions and other similar encumbrances and       
encumbrances consisting of zoning restrictions, leases, subleases, restrictions 
on the use of property or defects in title.                                     

      "Measurement Date" means the record date for any Distribution or the
date of any loan, as the case may be.                                           

 "Moody's" means Moody's Investors Service, Inc., and any of its
subsidiaries or successors.                                                     

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        "Non-U.S. Person" means a Person that is not a U.S. person, as defined
in Regulation S.                                                                

"Notes" has the meaning assigned to such term in the Recitals.

"Obligations" has the meaning specified in Section 11.01.     

      "Offer to Purchase" has the meaning ascribed to such term in Section
5.01 hereof.                                                                    

       "Officer" means the chairman of the Board of Directors, the president
or chief executive officer, any vice president, the chief financial officer,    
the treasurer or any assistant treasurer, or the secretary or any assistant     
secretary, of the Company.                                                      

       "Officers' Certificate" means a certificate signed in the name of the
Company (i) by the chairman of the Board of Directors, the president or chief   
executive officer or a vice president and (ii) by the chief financial officer,  
the treasurer or any assistant treasurer or the secretary or any assistant      
secretary.                                                                      

      "Offshore Global Note" means a Global Note representing Notes issued
and sold pursuant to Regulation S.                                              

       "Opinion of Counsel" means a written opinion signed by legal counsel,
who may be an employee of or counsel to the Company, satisfactory to the        
Trustee.                                                                        

        "Original Notes" means the Initial Notes and any Exchange Notes issued
in exchange therefor.                                                           

      "Paying Agent" refers to a Person engaged to perform the obligations
of the Trustee in respect of payments made or funds held hereunder in respect   
of the Notes.                                                                   

     "Permanent Offshore Global Note" means an Offshore Global Note that
does not bear the Temporary Offshore Global Note Legend.                        

  "Permitted Debt" means Indebtedness for Borrowed Money issued in
connection with a contract or contracts to purchase from the Company common     
stock of the Company, AES or any Affiliate of AES (which common stock was not   
held as an asset of the Company) for an aggregate amount equal to the aggregate 
principal amount of such Indebtedness for Borrowed Money.                       

    "Pledge Agreement" means the Pledge Agreement dated as of the date
hereof, made by the Company in favor of Bank One, National Association, as      
Collateral Agent.                                                               

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      "Pledged Stock" means all of the outstanding common stock of IPL and
any proceeds therefrom pledged by the Company to the Collateral Agent for the   
benefit of the Holders of the Notes.                                            

       "Person" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity, including a     
government or political subdivision or an agency or instrumentality thereof.    

        "Preferred Securities" means, without duplication, any trust preferred
or preferred securities or related debt or guaranties of the Company or any of  
its Subsidiaries.                                                               

"Project Finance Debt" means:                                 

(1) any Indebtedness to finance or refinance the ownership, 
   acquisition, development, design, engineering, procurement, construction,
 servicing, management and/or operation of any project or asset which is
incurred by an Excluded Subsidiary; and                               

(2) any Indebtedness to finance or refinance the ownership, 
   acquisition, development, design, engineering, procurement, construction,
   servicing, management and/or operation of any project or asset in respect
   of which the person or persons to whom any such Indebtedness is or may be
  owed by the relevant borrower (whether or not a member of the Group) has
  or have no recourse whatsoever to any member of the Group (other than an
 Excluded Subsidiary) for the repayment of that Indebtedness other than:
  (a) recourse to such member of the Group for amounts limited to the cash
   flow or net cash flow (other than historic cash flow or historic net cash
  flow) from, or ownership interests or other investments in, such project
   or asset; and/or (b) recourse to such member of the Group for the purpose
   only of enabling amounts to be claimed in respect of such Indebtedness in
  an enforcement of any encumbrance given by such member of the Group over
   such project or asset or the income, cash flow or other proceeds deriving
from the project (or given by any shareholder or the like, or other   
 investor in, the borrower or in the owner of such project or asset over
its shares or the like in the capital of, or other investment in, the 
borrower or in the owner of such project or asset) to secure such     
   Indebtedness, provided that the extent of such recourse to such member of
 the Group is limited solely to the amount of any recoveries made on any
such enforcement; and/or (c) recourse to such borrower generally, or  
directly or indirectly to a member of the Group, under any form of    
    assurance, indemnity, undertaking or support, which recourse is limited to
    a claim for damages (other than liquidated damages and damages required to
    be calculated in a specified way) for breach of an obligation (not being a
 payment obligation or an obligation to procure payment by another or an
   indemnity in respect of a payment obligation, or any obligation to comply
or to procure compliance by another with any                          

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financial ratios or other tests of financial condition) by the person 
against which such recourse is available.                             

       "Purchase Date" has the meaning ascribed to such term in Section 5.01
hereof.                                                                         

       "Rating" means, for each Rating Agency, the credit rating assigned to
the Notes by such Rating Agency.                                                

    "Rating Agency" means S&P and Moody's, and any of their respective
subsidiaries or successors, or, in any case, if such person ceases to rate any  
series of notes for reasons outside the control of the Company, any other       
"nationally recognized statistical rating organization" (within the meaning of  
Rule 15c3-l(c)(2)(vi)(F) under the Securities Exchange Act of 1934, as amended) 
selected by the Company as a replacement Rating Agency.                         

     "Redemption Price" has the meaning assigned to such term in Section
3.01.                                                                           

   "Register" has the meaning assigned to such term in Section 2.09.

"Registrar" means a Person engaged to maintain the Register.  

   "Registration Rights Agreement" means (i) the Registration Rights
Agreement dated the date hereof between the Company and the Initial Purchasers  
party thereto with respect to the Initial Notes, and (ii) with respect to any   
Additional Notes, any registration rights agreements between the Company and    
the Initial Purchasers party thereto relating to rights given by the Company to 
the purchasers of Additional Notes to register such Additional Notes or         
exchange them for Notes registered under the Securities Act.                    

        "Regular Record Date" for the interest payable on any Interest Payment
Date means the close of business on May 1 or November 1 (whether or not a       
Business Day) immediately preceding such Interest Payment Date.                 

"Regulation S" means Regulation S under the Securities Act.   

     "Regulation S Certificate" means a certificate substantially in the
form of Exhibit D hereto.                                                       

     "Responsible Officer", when used with respect to the Trustee, means
any officer within the Corporate Trust Office, including any vice president,    
assistant vice president, assistant secretary (if any), treasurer, assistant    
treasurer or any other officer of the Trustee customarily performing functions  
similar to those performed by any of the above designated officers; and also    
means, with respect to a particular corporate trust mater, any other officer to 
whom such matter is referred because of such officer's knowledge of and         
familiarity with the particular subject.                                        

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"Restricted Legend" means the legend set forth in Exhibit B.  

       "Restricted Period" means the relevant 40-day distribution compliance
period as defined in Regulation S.                                              

"Rule 144A" means Rule 144A under the Securities Act.         

      "Rule 144A Certificate" means (i) a certificate substantially in the
form of Exhibit E hereto or (ii) a written certification addressed to the       
Company and the Trustee to the effect that the Person making such certification 
(x) is acquiring such Note (or beneficial interest) for its own account or one  
or more accounts with respect to which it exercises sole investment discretion  
and that it and each such account is a qualified institutional buyer within the 
meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as      
applicable, is being made in reliance upon the exemption from the provisions of 
Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges     
that it has received such information regarding the Company as it has requested 
pursuant to Rule 144A(d)(4) or has determined not to request such information.  

        S&P means Standard & Poor's Ratings Group, and any of its subsidiaries
or successors.                                                                  

"Securities Act" means the Securities Act of 1933.            

       "Shelf Registration Statement" means the Shelf Registration Statement
as defined in a Registration Rights Agreement.                                  

        "Significant Subsidiary" means, at any particular time, any Subsidiary
of the Company whose gross assets or gross revenues (having regard to the       
Company's direct and/or indirect beneficial interest in the shares, or the      
like, of that Subsidiary) represent at least 25% of the consolidated gross      
assets or, as the case may be, consolidated gross revenues of the Company.      

  "Subsidiary" means, with respect to any person, any corporation,
association, partnership, limited liability company or other business entity of 
which 50% or more of the total voting power of shares of capital stock or other 
interests (including partnership interests) entitled (without regard to the     
occurrence of any contingency) to vote in the election of directors, managers   
or trustees is at the time owned, directly or indirectly, by (1) such person,   
(2) such person and one or more Subsidiaries of such person or (3) one or more  
Subsidiaries of such person.                                                    

     "Surviving Person" has the meaning ascribed to such term in Section
5.01 hereof.                                                                    

     "Temporary Offshore Global Note" means an Offshore Global Note that
bears the Temporary Offshore Global Note Legend.                                

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       "Temporary Offshore Global Note Legend" means the legend set forth in
Exhibit G.                                                                      

       "Treasury Yield" means, with respect to any Notes of any series to be
redeemed, the rate per annum equal to the semiannual equivalent yield to        
maturity of the Comparable Treasury Issue for such series of Notes, assuming a  
price for the Comparable Treasury Issue (expressed as a percentage of its       
principal amount) equal to its Comparable Treasury Price.                       

       "Trustee" means the party named as such in the first paragraph of the
Indenture or any successor trustee under the Indenture pursuant to Article 7.   

       "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended.                                                                     

  "U.S. Global Note" means a Global Note that bears the Restricted
Legend representing Notes issued and sold pursuant to Rule 144A.                

"U.S. Government Obligations" means any:                      

       (1) security which is: (a) a direct obligation of the United States
    for the payment of which the full faith and credit of the United States is
  pledged or (b) an obligation of a person controlled or supervised by and
    acting as an agency or instrumentality of the United States the payment of
   which is unconditionally guaranteed as a full faith and credit obligation
by the United States, which, in the case of clause (a) or (b), is not 
   callable or redeemable at the option of the issuer of the obligation, and

         (2) depositary receipt issued by a bank (as defined in the Securities
Act) as custodian with respect to any security specified in clause (1)
above and held by such bank for the account of the holder of such     
    depositary receipt or with respect to any specific payment of principal of
or interest on any such security held by any such bank, provided that 
  (except as required by law) such custodian is not authorized to make any
    deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the U.S.      
   Government Obligation or the specific payment of interest on or principal
 of the U.S. Government Obligation evidenced by such depositary receipt.

   Section 1.02. Rules of Construction. Unless the context otherwise
requires or except as otherwise expressly provided,                             

         (1) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;                                        

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         (2) "herein," "hereof" and other words of similar import refer to the
  Indenture as a whole and not to any particular Section, Article or other
subdivision;                                                          

   (3) all references to Sections or Articles or Exhibits refer to
  Sections or Articles or Exhibits of or to the Indenture unless otherwise
indicated;                                                            

  (4) references to agreements or instruments, or to statutes or
regulations, are to such agreements or instruments, or statutes or    
 regulations, as amended from time to time (or to successor statutes and
regulations);                                                         

       (5) in the event that a transaction meets the criteria of more than
 one category of permitted transactions or listed exceptions the Company
  may classify such transaction as it, in its sole discretion, determines;
and                                                                   

  (6) all other terms used herein which are defined in the Trust
  Indenture Act, either directly or by reference therein, have the meaning
assigned to them therein to the extent applicable.                    

ARTICLE 2 
THE NOTES 

      Section 2.01. Form, Dating and Denominations; Legends. (a) The Notes
and the Trustee's certificate of authentication related thereto will be         
substantially in the form attached as Exhibit A1 with respect to the 2008 Notes 
and Exhibit A2 with respect to the 2011 Notes. The terms and provisions         
contained in the form of each series of Notes annexed as Exhibits A1 and A2     
constitute, and are hereby expressly made, a part of the Indenture. Each series 
of Notes may have notations, legends or endorsements required by law, rules of  
or agreements with national securities exchanges to which the Company is        
subject, or usage. Each Note will be dated the date of its authentication. Each 
series of Notes will be issuable in denominations of $1,000 in principal amount 
and any multiple of $1,000 in excess thereof.                                   

     (b) (1) Except as otherwise provided in paragraph (c), Section 2.10
(b)(3) or (c), or Section 2.09(b)(4), each Initial Note or Initial Additional   
Note (other than a Permanent Offshore Note) will bear the Restricted Legend.    

    (2) Each Global Note, whether or not an Initial Note or Additional
Note, will bear the DTC Legend.                                                 

 (3) Each Temporary Offshore Global Note will bear the Temporary
Offshore Global Note Legend.                                                    

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    (4) Initial Notes and Initial Additional Notes offered and sold in
reliance on Regulation S will be issued as provided in Section 2.11(a).         

       (5) Exchange Notes will be issued, subject to Section 2.09(b), in the
form of one or more Global Notes.                                               

        (c) (1) If the Company determines (upon the advice of counsel and such
other certifications and evidence as the Company may reasonably require) that a 
Note is eligible for resale pursuant to Rule 144(k) under the Securities Act    
(or a successor provision) and that the Restricted Legend is no longer          
necessary or appropriate in order to ensure that subsequent transfers of the    
Note (or a beneficial interest therein) are effected in compliance with the     
Securities Act, or                                                              

(2) after an Initial Note or any Initial Additional Note is   

            (x) sold pursuant to an effective registration statement under
        the Securities Act, pursuant to the Registration Rights Agreement or
otherwise, or                                               

              (y) validly tendered for exchange into an Exchange Note pursuant
to an Exchange Offer,                                       

the Company may instruct the Trustee to cancel the Note and issue to the Holder 
thereof (or to its transferee) a new Note of like tenor and amount, registered  
in the name of the Holder thereof (or its transferee), that does not bear the   
Restricted Legend, and the Trustee will comply with such instruction.           

         (d) By its acceptance of any Note bearing the Restricted Legend (or any
beneficial interest in such a Note), each Holder thereof and each owner of a    
beneficial interest therein acknowledges the restrictions on transfer of such   
Note (and any such beneficial interest) set forth in this Indenture and in the  
Restricted Legend and agrees that it will transfer such Note (and any such      
beneficial interest) only in accordance with the Indenture and such legend.     

        Section 2.02. Execution and Authentication; Exchange Notes; Additional
Notes. (a) An Officer shall execute the Notes for the Company by facsimile or   
manual signature in the name and on behalf of the Company. If an Officer whose  
signature is on a Note no longer holds that office at the time the Note is      
authenticated, the Note will still be valid.                                    

   (b) A Note will not be valid until the Trustee manually signs the
certificate of authentication on the Note, with the signature conclusive        
evidence that the Note has been authenticated under the Indenture.              

        (c) At any time and from time to time after the execution and delivery
of the Indenture, the Company may deliver Notes of any series executed by the   
Company to the Trustee for authentication. The Trustee will authenticate and    
deliver                                                                         

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       (i) 2008 Notes for original issue in the aggregate principal amount
not to exceed $375,000,000, and 2011 Notes for original issue in the  
aggregate principal amount not to exceed $375,000,000,                

     (ii) Initial Additional Notes of any series from time to time for
 original issue in aggregate principal amounts specified by the Company,
and                                                                   

     (iii) Exchange Notes of any series from time to time for issue in
  exchange for a like principal amount of the applicable series of Initial
Notes or Initial Additional Notes                                     

after the following conditions have been met:                                   

    (1) Receipt by the Trustee of an Officers' Certificate
specifying                                                  

                  (A) the amount and series of Notes to be authenticated and
   the date on which such Notes are to be authenticated,

          (B) whether such Notes are to be Initial Notes or,
Additional Notes or Exchange Notes,               

             (C) in the case of Initial Additional Notes, that the
         issuance of such Notes does not contravene any provision of
Article 4, and                                    

                  (D) other information the Company may determine to include
or the Trustee may reasonably request.            

         (2) In the case of Initial Additional Notes, receipt by the
       Trustee of an Opinion of Counsel confirming that the Holders of the
       outstanding Notes will be subject to federal income tax in the same
        amounts, in the same manner and at the same times as would have been
the case if such Additional Notes were not issued.          

             (3) In the case of Exchange Notes, effectiveness of an Exchange
       Offer Registration Statement and consummation of the exchange offer
         thereunder (and receipt by the Trustee of an Officers' Certificate to
         that effect). Initial Notes or Initial Additional Notes exchanged for
Exchange Notes will be cancelled by the Trustee.            

        Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying
Agent to Hold Money in Trust. (a) The Company may appoint one or more           
Registrars and one or more Paying Agents, and the Trustee may appoint an        
Authenticating Agent, in which case each reference in the Indenture to the      
Trustee in respect of the obligations of the Trustee to be performed by that    
Agent will be deemed to be references to the Agent. The Company may act as      
Registrar or                                                                    

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(except for purposes of Article 8) Paying Agent. In each case the Company and   
the Trustee will enter into an appropriate agreement with the Agent             
implementing the provisions of the Indenture relating to the obligations of the 
Trustee to be performed by the Agent and the related rights. The Company        
initially appoints the Trustee as Registrar and Paying Agent.                   

       (b) The Company will require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of 
the Holders or the Trustee all money held by the Paying Agent for the payment   
of principal of and interest on the Notes and will promptly notify the Trustee  
of any default by the Company in making any such payment. The Company at any    
time may require a Paying Agent to pay all money held by it to the Trustee and  
account for any funds disbursed, and the Trustee may at any time during the     
continuance of any payment default, upon written request to a Paying Agent,     
require the Paying Agent to pay all money held by it to the Trustee and to      
account for any funds disbursed. Upon doing so, the Paying Agent will have no   
further liability for the money so paid over to the Trustee.                    

        Section 2.04. Replacement Notes. If a mutilated Note is surrendered to
the Trustee or if a Holder claims that its Note has been lost, destroyed or     
wrongfully taken, the Company will issue and the Trustee will authenticate a    
replacement Note of like tenor and principal amount and bearing a number not    
contemporaneously outstanding. Every replacement Note is an additional          
obligation of the Company and entitled to the benefits of the Indenture. If     
required by the Trustee or the Company, an indemnity must be furnished that is  
sufficient in the judgment of both the Trustee and the Company to protect the   
Company and the Trustee from any loss they may suffer if a Note is replaced.    
The Company may charge the Holder for the expenses of the Company and the       
Trustee in replacing a Note. In case the mutilated, lost, destroyed or          
wrongfully taken Note has become or is about to become due and payable, the     
Company in its discretion may pay the Note instead of issuing a replacement     
Note.                                                                           

        Section 2.05. Outstanding Notes. (a) Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for                

(1) Notes cancelled by the Trustee or delivered to it for   
cancellation;                                                         

        (2) any Note which has been replaced pursuant to Section 2.04 unless
  and until the Trustee and the Company receive proof satisfactory to them
that the replaced Note is held by a bona fide purchaser; and          

        (3) on or after the maturity date or any redemption date or date for
purchase of the Notes pursuant to an Offer to Purchase, those Notes   
   payable or to be redeemed or purchased on that date for which the Trustee
  (or Paying Agent, other than the Company or an Affiliate of the Company)
holds money sufficient to pay all amounts then due.                   

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        (b) A Note does not cease to be outstanding because the Company or one
of its Affiliates holds the Note, provided that in determining whether the      
Holders of the requisite principal amount of the outstanding Notes have given   
or taken any request, demand, authorization, direction, notice, consent, waiver 
or other action hereunder, Notes owned by the Company or any Affiliate of the   
Company will be disregarded and deemed not to be outstanding, (it being         
understood that in determining whether the Trustee is protected in relying upon 
any such request, demand, authorization, direction, notice, consent, waiver or  
other action, only Notes which the Trustee knows to be so owned will be so      
disregarded). Notes so owned which have been pledged in good faith may be       
regarded as outstanding if the pledgee establishes to the satisfaction of the   
Trustee the pledgee's right so to act with respect to such Notes and that the   
pledgee is not the Company or any Affiliate of the Company.                     

     Section 2.06. Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee will authenticate temporary   
Notes. Temporary Notes will be substantially in the form of definitive Notes    
but may have insertions, substitutions, omissions and other variations          
determined to be appropriate by the Officer executing the temporary Notes, as   
evidenced by the execution of the temporary Notes. If temporary Notes are       
issued, the Company will cause definitive Notes to be prepared without          
unreasonable delay. After the preparation of definitive Notes, the temporary    
Notes will be exchangeable for definitive Notes upon surrender of the temporary 
Notes at the office or agency of the Company designated for the purpose         
pursuant to Section 4.02, without charge to the Holder. Upon surrender for      
cancellation of any temporary Notes the Company will execute and the Trustee    
will authenticate and deliver in exchange therefor a like principal amount of   
definitive Notes of the same series and of authorized denominations. Until so   
exchanged, the temporary Notes will be entitled to the same benefits under the  
Indenture as definitive Notes.                                                  

        Section 2.07. Cancellation. The Company at any time may deliver to the
Trustee for cancellation any Notes previously authenticated and delivered       
hereunder which the Company may have acquired in any manner whatsoever, and may 
deliver to the Trustee for cancellation any Notes previously authenticated      
hereunder which the Company has not issued and sold. Any Registrar or the       
Paying Agent will forward to the Trustee any Notes surrendered to it for        
transfer, exchange or payment. The Trustee will cancel all Notes surrendered    
for transfer, exchange, payment or cancellation and dispose of them in          
accordance with its normal procedures or the written instructions of the        
Company. The Company may not issue new Notes to replace Notes it has paid in    
full or delivered to the Trustee for cancellation.                              

        Section 2.08. CUSIP and CINS Numbers. The Company in issuing the Notes
may use "CUSIP" and "CINS" numbers for each series of Notes, and the Trustee    
will use CUSIP numbers or CINS numbers in notices of redemption or exchange or  
in Offers to Purchase as a convenience to Holders, the notice to state that no  
representation is made as to the correctness of such numbers either as          

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printed on the Notes or as contained in any notice of redemption or exchange or 
Offer to Purchase. The Company will promptly notify the Trustee of any change   
in the CUSIP or CINS numbers.                                                   

       Section 2.09. Registration, Transfer and Exchange. (a) The Notes will
be issued in registered form only, without coupons, and except under the        
circumstances described in subsection (b)(2) or (b)(4), the Notes will be       
issued in global form only. The Company shall cause the Trustee to maintain a   
register (the "Register") of each series of Notes, for registering the record   
ownership of Notes by the Holders thereof and transfers and exchanges of each   
series of Notes.                                                                

(b) (1) Each Global Note will be registered in the name of the
Depositary or its nominee and, so long as DTC is serving as the Depositary      
thereof, will bear the DTC Legend.                                              

        (2) Each Global Note will be delivered to the Trustee as custodian for
the Depositary. Transfers of a Global Note (but not a beneficial interest       
therein) will be limited to transfers thereof in whole, but not in part, to the 
Depositary, its successors or their respective nominees, except (1) as set      
forth in Section 2.09(b)(4) and (2) transfers of portions thereof in the form   
of Certificated Notes may be made upon request of an Agent Member (for itself   
or on behalf of a beneficial owner) by written notice given to the Trustee by   
or on behalf of the Depositary in accordance with customary procedures of the   
Depositary and in compliance with this Section and Section 2.10.                

        (3) Agent Members will have no rights under the Indenture with respect
to any Global Note held on their behalf by the Depositary, and the Depositary   
may be treated by the Company, the Trustee and any agent of the Company or the  
Trustee as the absolute owner and Holder of such Global Note for all purposes   
whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may    
grant proxies and otherwise authorize any Person (including any Agent Member    
and any Person that holds a beneficial interest in a Global Note through an     
Agent Member) to take any action which a Holder is entitled to take under the   
Indenture or the Notes, and nothing herein will impair, as between the          
Depositary and its Agent Members, the operation of customary practices          
governing the exercise of the rights of a holder of any security.               

        (4) If (x) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for a Global Note and a successor depositary   
is not appointed by the Company within 90 days of the notice or (y) an Event of 
Default has occurred and is continuing and the Trustee has received a request   
from the Depositary, the Trustee will promptly exchange each beneficial         
interest in each Global Note for one or more Certificated Notes of the same     
series in authorized denominations having an equal aggregate principal amount   
registered in the name of the owner of such beneficial interest, as identified  
to the Trustee by the Depositary, and thereupon each Global Note will be deemed 
canceled. If a Global Note does not bear the Restricted Legend, then the        
Certificated Notes                                                              

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issued in exchange therefor will not bear the Restricted Legend. If a Global    
Note bears the Restricted Legend, then the Certificated Notes issued in         
exchange therefor will bear the Restricted Legend, provided that any Holder of  
any such Certificated Note issued in exchange for a beneficial interest in a    
Temporary Offshore Global Note will have the right upon presentation to the     
Trustee of a duly completed Certificate of Beneficial Ownership after the       
Restricted Period to exchange such Certificated Note for a Certificated Note of 
like tenor and amount that does not bear the Restricted Legend, registered in   
the name of such Holder.                                                        

         (c) Each Certificated Note issued pursuant to subsection (b)(4) will be
registered in the name of the holder thereof or its nominee.                    

        (d) A Holder may transfer a Note (or a beneficial interest therein) to
another Person or exchange a Note (or a beneficial interest therein) for        
another Note or Notes of the same series of any authorized denomination by      
presenting to the Trustee a written request therefor stating the name of the    
proposed transferee or requesting such an exchange, accompanied by any          
certification, opinion or other document required by Section 2.10. The Trustee  
will promptly register any transfer or exchange that meets the requirements of  
this Section by noting the same in the register maintained by the Trustee for   
the purpose; provided that                                                      

        (x) no transfer or exchange will be effective until it is registered
in such register and                                                  

   (y) the Trustee will not be required (i) to issue, register the
transfer of or exchange any Note for a period of 15 days before a     
selection of Notes to be redeemed or purchased pursuant to an Offer to
Purchase, (ii) to register the transfer of or exchange any Note so    
 selected for redemption or purchase in whole or in part, except, in the
case of a partial redemption or purchase, that portion of any Note not
being redeemed or purchased, or (iii) if a redemption or a purchase   
  pursuant to an Offer to Purchase is to occur after a Regular Record Date
   but on or before the corresponding Interest Payment Date, to register the
  transfer of or exchange any Note on or after the Regular Record Date and
 before the date of redemption or purchase. Prior to the registration of
any transfer, the Company, the Trustee and their agents will treat the
Person in whose name any Note is registered as the owner and Holder   
 thereof for all purposes (whether or not the Note is overdue), and will
not be affected by notice to the contrary.                            

 From time to time the Company will execute and the Trustee will
authenticate additional Notes as necessary in order to permit the registration  
of a transfer or exchange in accordance with this Section.                      

      No service charge will be imposed in connection with any transfer or
exchange of any Note, but the Company may require payment of a sum sufficient   
to cover any transfer tax or similar governmental charge payable in connection  

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therewith (other than a transfer tax or other similar governmental charge       
payable upon exchange pursuant to subsection (b)(4)).                           

   (e) (1) Global Note to Global Note. If a beneficial interest in a
Global Note is transferred or exchanged for a beneficial interest in another    
Global Note of the same series, the Trustee will (x) record a decrease in the   
principal amount of the Global Note being transferred or exchanged equal to the 
principal amount of such transfer or exchange and (y) record a like increase in 
the principal amount of the other Global Note. Any beneficial interest in one   
Global Note that is transferred to a Person who takes delivery in the form of   
an interest in another Global Note, or exchanged for an interest in another     
Global Note of the same series, will, upon transfer or exchange, cease to be an 
interest in such Global Note and become an interest in the other Global Note    
and, accordingly, will thereafter be subject to all transfer and exchange       
restrictions, if any, and other procedures applicable to beneficial interests   
in such other Global Note for as long as it remains such an interest.           

       (2) Certificated Note to Certificated Note. If a Certificated Note is
transferred or exchanged for another Certificated Note of the same series, the  
Trustee will (x) cancel the Certificated Note being transferred or exchanged,   
(y) deliver one or more new Certificated Notes of the same series in authorized 
denominations having an aggregate principal amount equal to the principal       
amount of such transfer or exchange to the transferee (in the case of a         
transfer) or the Holder of the canceled Certificated Note (in the case of an    
exchange), registered in the name of such transferee or Holder, as applicable,  
and (z) if such transfer or exchange involves less than the entire principal    
amount of the canceled Certificated Note of the same series, deliver to the     
Holder thereof one or more Certificated Notes in authorized denominations       
having an aggregate principal amount equal to the untransferred or unexchanged  
portion of the canceled Certificated Note, registered in the name of the Holder 
thereof.                                                                        

       Section 2.10. Restrictions on Transfer and Exchange. (a) The transfer
or exchange of any Note (or a beneficial interest therein) may only be made in  
accordance with this Section and Section 2.09 and, in the case of a Global Note 
(or a beneficial interest therein), the applicable rules and procedures of the  
Depositary. The Trustee shall refuse to register any requested transfer or      
exchange that does not comply with the preceding sentence.                      

        (b) Subject to paragraph (c), the transfer or exchange of any Note (or
a beneficial interest therein) of the type set forth in column A below for a    
Note (or a beneficial interest therein) of the type set forth opposite in       
column B below may only be made in compliance with the certification            
requirements (if any) described in the clause of this paragraph set forth       
opposite in column C below.                                                     

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     A                                    B                            C
U.S. Global Note                     U.S. Global Note                     (1)   
U.S. Global Note                     Offshore Global Note                 (2)   
Certificated Note                    Certificated Note                    (3)   
Offshore Global Note                 U.S. Global Note                     (4)   
Offshore Global Note                 Offshore Global Note                 (1)   

(1) No certification is required.                           

      (2) The Person requesting the transfer or exchange must deliver or
cause to be delivered to the Trustee a duly completed Regulation S    
Certificate.                                                          

      (3) The Person requesting the transfer or exchange must deliver or
cause to be delivered to the Trustee (x) a duly completed Rule 144A   
 Certificate or (y) a duly completed Regulation S Certificate, and/or an
Opinion of Counsel and such other certifications and evidence as the  
Company may reasonably require in order to determine that the proposed
  transfer or exchange is being made in compliance with the Securities Act
and any applicable securities laws of any state of the United States; 
   provided that if the requested transfer or exchange is made by the Holder
  of a Certificated Note that does not bear the Restricted Legend, then no
    certification is required. In the event that (i) the requested transfer or
exchange takes place after the Restricted Period and a duly completed 
Regulation S Certificate is delivered to the Trustee or (ii) a        
   Certificated Note that does not bear the Restricted Legend is surrendered
for transfer or exchange, upon transfer or exchange the Trustee will  
deliver a Certificated Note that does not bear the Restricted Legend. 

      (4) The Person requesting the transfer or exchange must deliver or
cause to be delivered to the Trustee a duly completed Rule 144A       
Certificate.                                                          

      (c)  No certification is required in connection with any transfer or
exchange of any Note (or a beneficial interest therein)                         

      (1) after such Note is eligible for resale pursuant to Rule 144(k)
under the Securities Act (or a successor provision); provided that the
Company has provided the Trustee with an Officer's Certificate to that
   effect, and the Company may require from any Person requesting a transfer
    or exchange in reliance upon this clause (1) an opinion of counsel and any
other reasonable certifications and evidence in order to support such 
certificate; or                                                       

 (2) (x) sold pursuant to an effective registration statement,
    pursuant to the Registration Rights Agreement or otherwise or (y) which is
validly tendered for exchange into an Exchange Note pursuant to an    
Exchange Offer.                                                       

       (3) Any Certificated Note delivered in reliance upon this paragraph
will not bear the Restricted Legend.                                  

      (d) The Trustee will retain copies of all certificates, opinions and
other documents received in connection with the transfer or exchange of a Note  
(or a beneficial interest therein), and the Company will have the right to      
inspect and make copies thereof at any reasonable time upon written notice to   
the Trustee.                                                                    

         Section 2.11. Temporary Offshore Global Notes. (a) Each Note originally
sold by the Initial Purchasers in reliance upon Regulation S will be evidenced  
by one or more Offshore Global Notes that bear the Temporary Offshore Global    
Note Legend.                                                                    

      (b) An owner of a beneficial interest in a Temporary Offshore Global
Note (or a Person acting on behalf of such an owner) may provide to the Trustee 
(and the Trustee will accept) a duly completed Certificate of Beneficial        
Ownership at any time after the Restricted Period (it being understood that the 
Trustee will not accept any such certificate during the Restricted Period).     
Promptly after acceptance of a Certificate of Beneficial Ownership with respect 
to such a beneficial interest, the Trustee will cause such beneficial interest  
to be exchanged for an equivalent beneficial interest in a Permanent Offshore   
Global Note, and will (x) permanently reduce the principal amount of such       
Temporary Offshore Global Note by the amount of such beneficial interest and    
(y) increase the principal amount of such Permanent Offshore Global Note by the 
amount of such beneficial interest.                                             

(c) Notwithstanding anything to the contrary contained herein,
beneficial interests in a Temporary Offshore Global Note may be held through    
the Depositary only through Euroclear and Clearstream and their respective      
direct and indirect participants.                                               

       (d) Notwithstanding paragraph (b), if after the Restricted Period any
Initial Purchaser owns a beneficial interest in a Temporary Offshore Global     
Note, such Initial Purchaser may, upon written request to the Trustee           
accompanied by a certification as to its status as an Initial Purchaser,        
exchange such beneficial interest for an equivalent beneficial interest in a    
Permanent Offshore Global Note, and the Trustee will comply with such request   
and will (x) permanently reduce the principal amount of such Temporary Offshore 
Global Note by the amount of such beneficial interest and (y) increase the      
principal amount of such Permanent Offshore Global Note by the amount of such   
beneficial interest.                                                            

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ARTICLE 3 
OPTIONAL REDEMPTION 

         Section 3.01. Optional Redemption. (a) Each series of Notes are subject
to redemption upon not less than 30 nor more than 60 days notice mailed to each 
holder of Notes to be redeemed at its address appearing in the Register, at any 
time prior to maturity as a whole or in part, at the election of the Company at 
a price (the "Redemption Price") equal to the greater of:                       

 (1) 100% of the principal amount of the series of Notes being
redeemed; or                                                          

         (2) the sum of the present values of the remaining scheduled payments
of principal of and interest on the series of Notes being redeemed    
discounted to the date of redemption on a semiannual basis (assuming a
   360-day year consisting of twelve 30-day months) at a discount rate equal
to the Treasury Yield plus 50 basis points;                           

plus, for (1) or (2) above, whichever is applicable, accrued interest on such   
notes to the date of redemption.                                                

        (b) Under the procedures set forth above, the Redemption Price payable
upon the optional redemption at any time of any Notes called for redemption     
shall be determined by calculating the present value at that time of each       
remaining payment of principal of or interest on such Notes and then totaling   
those present values. If the sum of those present values is equal to or less    
than 100% of the principal amount of the Notes called for redemption, the       
Redemption Price of such Notes shall be 100% of its principal amount            
(redemption at par). If the sum of the present values is greater than 100% of   
the principal amount of the Notes called for redemption, the Redemption Price   
of such Notes shall be that greater amount (redemption at a premium). In no     
event may any Notes be redeemed optionally at less than 100% of their principal 
amount.                                                                         

   Section 3.02. Method and Effect of Redemption. (a) If the Company
elects to redeem Notes of any series, it must notify the Trustee of the         
redemption date, the series and principal amount of Notes to be redeemed by     
delivering an Officers' Certificate at least 60 days before the redemption date 
(unless a shorter period is satisfactory to the Trustee). If fewer than all of  
the Notes of any series are being redeemed, the Officers' Certificate must also 
specify a record date not less than 15 days after the date of the notice of     
redemption is given to the Trustee, and the Trustee will select the Notes of    
such series to be redeemed pro rata, by lot or by any other method the Trustee  
in its sole discretion deems fair and appropriate, in denominations of $1,000   
principal amount and multiples thereof. The Trustee will notify the Company     
promptly of the Notes of such series or portions of Notes of such series to be  
called for redemption. Notice of redemption must be sent by the Company or at   
the Company's request, by the Trustee in the name and at the expense of the     
Company, to Holders whose                                                       

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Notes are to be redeemed at least 30 days but not more than 60 days before the  
redemption date.                                                                

         (b) The notice of redemption will identify the Notes to be redeemed and
will include or state the following:                                            

(1) the redemption date;                                    

        (2) the Redemption Price, including the portion thereof representing
any accrued interest;                                                 

 (3) the place or places where Notes are to be surrendered for
redemption;                                                           

      (4) Notes called for redemption must be so surrendered in order to
collect the Redemption Price;                                         

       (5) on the redemption date the Redemption Price will become due and
  payable on Notes called for redemption, and interest on Notes called for
redemption will cease to accrue on and after the redemption date;     

    (6) if any Note is redeemed in part, on and after the redemption
date, upon surrender of such Note, new Notes of such series equal in  
principal amount to the unredeemed portion will be issued; and        

         (7) if any Note contains a CUSIP or CINS number, no representation is
being made as to the correctness of the CUSIP or CINS number either as
   printed on the Notes or as contained in the notice of redemption and that
    the Holder should rely only on the other identification numbers printed on
the Notes.                                                            

        (c) Once notice of redemption is sent to the Holders, Notes called for
redemption become due and payable at the Redemption Price on the redemption     
date, and upon surrender of the Notes called for redemption, the Company shall  
redeem such Notes at the Redemption Price. Commencing on the redemption date,   
Notes redeemed will cease to accrue interest. Upon surrender of any Note        
redeemed in part, the Holder will receive a new Note of such series equal in    
principal amount to the unredeemed portion of the surrendered Note.             

        Section 3.03. Sinking Fund. No sinking fund is provided for the Notes.

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ARTICLE 4 
COVENANTS 

   Section 4.01. Payment of Notes. (a) The Company agrees to pay the
principal of premium, if any, and interest on each series of Notes on the dates 
and in the manner provided in each series of Notes and the Indenture. Not later 
than 9:00 A.M. (New York City time) on the due date of any principal of,        
premium, if any, or interest on any Notes, or any redemption or purchase price  
of the Notes of any series, the Company will deposit with the Trustee (or       
Paying Agent) money in immediately available funds sufficient to pay such       
amounts, provided that if the Company or any Affiliate of the Company is acting 
as Paying Agent, it will, on or before each due date, segregate and hold in a   
separate trust fund for the benefit of the Holders a sum of money sufficient to 
pay such amounts until paid to such Holders or otherwise disposed of as         
provided in the Indenture. In each case the Company will promptly notify the    
Trustee of its compliance with this paragraph.                                  

        (b) An installment of principal or interest will be considered paid on
the date due if the Trustee (or Paying Agent, other than the Company or any     
Affiliate of the Company) holds on that date money designated for and           
sufficient to pay the installment. If the Company or any Affiliate of the       
Company acts as Paying Agent, an installment of principal or interest will be   
considered paid on the due date only if paid to the Holders.                    

      (c) The Company agrees to pay interest on overdue principal, and, to
the extent lawful, overdue installments of interest at the rate per annum       
specified in the Notes.                                                         

      (d) Payments in respect of the Notes represented by the Global Notes
are to be made by wire transfer of immediately available funds to the accounts  
specified by the Holders of the Global Notes. With respect to Certificated      
Notes, the Company will make all payments by wire transfer of immediately       
available funds to the accounts specified by the Holders thereof or, if no such 
account is specified, by mailing a check to each Holder's registered address.   

 Section 4.02. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency 
where Notes may be surrendered for registration of transfer or exchange or for  
presentation for payment and where notices and demands to or upon the Company   
in respect of the Notes and the Indenture may be served. The Company hereby     
initially designates the office of the Trustee located at 55 Water Street,      
First Floor, New York, New York 10041 as such office of the Company. The        
Company will give prompt written notice to the Trustee of the location, and any 
change in the location, of such office or agency. If at any time the Company    
fails to maintain any such required office or agency or fails to furnish the    
Trustee with the address thereof, such presentations, surrenders, notices and   
demands may be made or served to the Trustee.                                   

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    The Company may also from time to time designate one or more other
offices or agencies where the Notes may be surrendered or presented for any of  
such purposes and may from time to time rescind such designations. The Company  
will give prompt written notice to the Trustee of any such designation or       
rescission and of any change in the location of any such other office or        
agency.                                                                         

       Section 4.03. Limitation on Distributions and Intercompany Loans. The
Company shall only and shall only permit any of its Subsidiaries to (1)         
declare, recommend, make or pay any Distribution to any of the Company's        
stockholders and (2) make any intercompany loan to AES or any of AES's          
affiliates (other than the Company or any of the Company's direct or indirect   
Subsidiaries) if there exists no Event of Default and no such Event of Default  
will result from the making of such Distribution or intercompany loan and       
either:                                                                         

     (A) at the time and as a result of such Distribution or
   intercompany loan, the Company's Leverage Ratio does not exceed
     .67:1, and the Company's Interest Coverage Ratio is not less than
2.5:1; or                                                   

              (B) if it is not in compliance with the foregoing ratios, at the
      time and as a result of such Distribution or intercompany loan its
senior long term debt rating is at least BBB- (or its then  
        equivalent) with S&P and Baa3 (or its then equivalent) with Moody's.

        Prior to making any Distribution or intercompany loan described above,
the Company Board of Directors (including the independent director) shall       
confirm by a Board Resolution that such Distribution or intercompany loan       
complies with this Section 4.03, provided that, in the case of a Distribution   
or intercompany loan to be made under the circumstances described in clause (A) 
above, the Company Board of Directors shall first have obtained a compliance    
certificate from an Officer of the Company that, at the time and after giving   
effect to such Distribution or intercompany loan, the Company is in compliance  
with the Leverage Ratio and the Interest Coverage Ratio set forth in clause     
(A). The foregoing board approval shall not be required in the case of          
intercompany loans, however, if the aggregate amount of intercompany loans      
outstanding at any one time does not exceed $20 million.                        

        Section 4.04. Limitations on Indebtedness. The Company shall not incur
any Indebtedness other than:                                                    

  (a) as part of the Company's permitted businesses and activities
described under Section 4.06;                                                   

    (b) Indebtedness outstanding on the Issue Date under the Company's
agreements then in existence and extensions of such Indebtedness;               

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       (c) other Indebtedness (including Permitted Debt) incurred subsequent
to receipt of written confirmation from the Rating Agencies that at the time and
as a result of such incurrence its senior long term debt rating is at least     
BBB- (or its then equivalent) with S&P and Baa3 (or its then equivalent) with   
Moody's; and                                                                    

      (d) Indebtedness incurred for the purpose of refinancing outstanding
Indebtedness.                                                                   

     Section 4.05. Limitations on Liens. (i) Liens on the IPL Stock. The
Company may not secure any Indebtedness of any Person (other than the Company)  
by a Lien upon any common stock of IPL.                                         

        (ii) Liens on Property or Assets other than the IPL Stock. Neither the
Company nor any Significant Subsidiary shall issue, assume or guarantee any     
Indebtedness secured by a Lien upon any property or assets (other than any      
capital stock of IPL or cash or cash equivalents) of the Company or such        
Significant Subsidiary, as applicable, without effectively providing that the   
outstanding Notes (together with, if the Company so determines, any other       
Indebtedness or obligation then existing or thereafter created ranking equally  
with the Notes) will be secured equally and ratably with (or prior to) such     
Indebtedness so long as such Indebtedness is so secured. The foregoing          
limitation on Liens of this clause (ii) will not, however, apply to:            

(1) Liens in existence on the Issue Date;                   

        (2) any Lien created or arising over any property which is acquired,
constructed or created by the Company or any of its Significant       
Subsidiaries, but only if:                                            

             (a) such Lien secures only principal amounts (not exceeding the
      cost of such acquisition, construction or creation) raised for the
         purposes of such acquisition, construction or creation, together with
       any costs, expenses, interest and fees incurred in relation to that
property or a guarantee given in respect of that property;  

            (b) such Lien is created or arises on or before 180 days after
         the completion of such acquisition, construction or creation; and (c)
         such Lien is confined solely to the property so acquired, constructed
or created;                                                 

         (3) (a) rights of financial institutions to offset credit balances in
   connection with the operation of cash management programs established for
the benefit of the Company and/or a Significant Subsidiary or in      
  connection with the issuance of letters of credit for the benefit of the
Company and/or a Significant Subsidiary;                              

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    (b) any Lien on accounts receivable securing Indebtedness of the
 Company and/or a Significant Subsidiary incurred in connection with the
financing of such accounts receivable;                                

    (c) any Lien incurred or deposits made in the ordinary course of
business, including, but not limited to, (x) any mechanics',          
    materialmen's, carriers', workmen's, vendors' and other like Liens and (y)
any Liens securing amounts in connection with workers' compensation,  
unemployment insurance and other types of social security;            

       (d) any Lien upon specific items of inventory or other goods of the
   Company and/or a Significant Subsidiary and the proceeds thereof securing
  obligations of the Company and/or a Significant Subsidiary in respect of
  bankers' acceptances issued or created for the account of such person to
 facilitate the purchase, shipment or storage of such inventory or other
goods;                                                                

      (e) any Lien incurred or deposits made securing the performance of
 tenders, bids, leases, trade contracts (other than for borrowed money),
  statutory obligations, surety bonds, appeal bonds, government contracts,
  performance bonds, return-of-money bonds, letters of credit not securing
  borrowings and other obligations of like nature incurred in the ordinary
course of business;                                                   

         (f) any Lien created by the Company or a Significant Subsidiary under
or in connection with or arising out of a Currency, Interest Rate or  
 Commodity Agreement or any transactions or arrangements entered into in
connection with the hedging or management of risks relating to the    
    electricity or natural gas distribution industry, including a right of set
off or right over a margin call account or any form of cash or cash   
   collateral or any similar arrangement for obligations incurred in respect
of Currency, Interest Rate or Commodity Agreements;                   

     (g) any Lien arising out of title retention or like provisions in
    connection with the purchase of goods and equipment in the ordinary course
of business; and                                                      

    (h) any Lien securing reimbursement obligations under letters of
credit, guaranties and other forms of credit enhancement given in     
    connection with the purchase of goods and equipment in the ordinary course
of business;                                                          

   (4) Liens in favor of the Company or a Subsidiary of the Company;

       (5) (a) Liens on any property or assets acquired from an entity which
is merged with or into the Company or a Significant Subsidiary or any 
 Liens on the property or assets of any entity existing at the time such
entity becomes a Subsidiary of the Company and, in either case, is not
    created in anticipation of the transaction, unless the Lien was created to
secure or provide for the payment of any part of the purchase price of
that entity;                                                          

      (b) any Lien on any property or assets existing at the time of its
   acquisition and which is not created in anticipation of such acquisition,
 unless the Lien was created to secure or provide for the payment of any
part of the purchase price of such property or assets; and            

   (c) any Lien created or outstanding on or over any asset of any
   entity which becomes a Significant Subsidiary on or after the date of the
issuance of the notes, where the Lien is created prior to the date on 
which that entity becomes a Significant Subsidiary;                   

    (6) (a) Liens required by any contract, statute or regulation in
order to permit the Company or a Significant Subsidiary to perform any
contract or subcontract made by it with or at the request of a        
governmental entity or any governmental department, agency or         
instrumentality, or to secure partial, progress, advance or any other 
  payments by the Company or a Significant Subsidiary to such governmental
unit under the provisions of any contract, statute or regulation;     

    (b) any Lien securing industrial revenue, development, pollution
control, solid waste disposal or similar bonds issued by or for the   
benefit of the Company or a Significant Subsidiary, provided that such
    industrial revenue, development, pollution control or similar bonds do not
provide recourse generally to the Company and/or such Significant     
Subsidiary; and                                                       

  (c) any Lien securing taxes or assessments or other applicable
governmental charges or levies;                                       

         (7) any Lien which arises under any order of attachment, restraint or
    similar legal process arising in connection with court proceedings and any
  Lien which secures the reimbursement obligation for any bond obtained in
 connection with an appeal taken in any court proceeding, so long as the
execution or other enforcement of such Lien arising under such legal  
process is effectively stayed and the claims secured by that Lien are 
 being contested in good faith and, if appropriate, by appropriate legal
proceedings, and any Lien in favor of a plaintiff or defendant in any 
  action before a court or tribunal as security for costs and/or expenses;

        (8) any extension, renewal or replacement (or successive extensions,
    renewals or replacements), as a whole or in part, of any Liens referred to
in the foregoing clauses, for amounts not exceeding the               

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principal amount of the Indebtedness secured by the Lien so extended, 
   renewed or replaced, provided that such extension, renewal or replacement
   Lien is limited to all or a part of the same property or assets that were
 covered by the Lien extended, renewed or replaced (plus improvements on
such property or assets);                                             

 (9) any Lien created in connection with Project Finance Debt;

(10) any Lien created by IPL or its subsidiaries securing   
Indebtedness of IPL or its subsidiaries;                              

       (11) any Lien created in connection with the securitization of some
    or all of the assets of IPL and the associated issuance of Indebtedness as
authorized by applicable state or federal law in connection with the  
restructuring of jurisdictional electric or gas businesses; and       

   (12) any Lien on stock created in connection with a mandatorily
convertible or exchangeable stock or debt financing, provided that any
   such financing may not be secured by or otherwise involve the creation of
a Lien on any capital stock of IPL or any successor entity to IPL.    

   Notwithstanding the foregoing restriction on Liens on property or
assets other than capital stock of IPL, the Company and its Significant         
Subsidiaries may create Liens over any of such of their respective properties   
or assets so long as the aggregate amount of Indebtedness secured by all such   
Liens (excluding therefrom the amount of Indebtedness secured by Liens set      
forth in clauses (1) through (12), inclusive, above) does not exceed 10% of     
Consolidated Net Tangible Assets in the aggregate calculated as of the date of  
creation of such Liens (based upon the Consolidated Net Tangible Assets         
appearing on the most recently available balance sheet for the most recently    
concluded calendar quarter).                                                    

         Section 4.06. Limitation on Business Activities. The Company shall, and
must cause its Significant Subsidiaries to, engage only in:                     

       (a) those types of business and other activities in which the Company
or any of its direct or indirect subsidiaries or controlled partnerships or     
joint ventures are engaged on the Issue Date (including, without limitation,    
any geographic or other expansion of such business or activities); and          

         (b) any other business or activity which is deemed necessary, useful or
desirable in connection with such existing businesses and activities or any     
such permitted additional geographic or other expansions of such businesses and 
activities.                                                                     

        Section 4.07. Noteholders' Lists. The Company will furnish or cause to
be furnished to the Trustee a list in such form as the Trustee may reasonably   
require of the names and addresses of the holders of each series of Notes       
pursuant to Section 312 of the Trust Indenture Act (a) semi-annually not more   
than 15 days                                                                    

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after each record date for the payment of semi-annual interest on the Notes, as 
hereinabove specified, as of such record date, and (b) at such other times as   
the Trustee may request in writing, within thirty days after receipt by the     
Company of any such request as of a date not more than 15 days prior to the     
time such information is furnished.                                             

       Section 4.08. Certificate to Trustee. The Company will furnish to the
Trustee annually, on or before a date not more than four months after the end   
of its fiscal year (which, on the date hereof, is a calendar year), a brief     
certificate (which need not contain the statements required by Section 10.04)   
from its principal executive, financial or accounting officer as to his or her  
knowledge of the compliance of the Company with all conditions and covenants    
under this Indenture (such compliance to be determined without regard to any    
period of grace or requirement of notice provided under this Indenture) which   
certificate shall comply with the requirements of the Trust Indenture Act. The  
Company shall also notify the Trustee of any Default or Event of Default under  
this Indenture, provided, however, that a failure by the Company to deliver     
such notice shall not constitute a Default or an Event of Default under this    
Indenture, if the Company has remedied such Default within any applicable grace 
period.                                                                         

      Section 4.09. Reports by the Company. (a) Notwithstanding that the
Company may not be required to be subject to the reporting requirements of      
Section 13 or 15(d) of the Exchange Act, from and after the date of             
effectiveness of any registration statement required to be filed by the Company 
pursuant to the Registration Rights Agreement, the Company shall file with the  
Commission or cause to be filed with the Commission and provide copies to the   
Trustee with the information, documents and other reports (or copies of such    
portions of any of the foregoing as the Commission may by rules and regulations 
prescribe) that the Company is (or would be if it were still so subject)        
required to file with the Commission pursuant to Section 13 or 15(d) of the     
Exchange Act.                                                                   

   (b) Prior to the date on which the Company becomes subject to the
reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the  
Company will provide, without charge, upon the written request of (x) a Holder  
of any Notes or (y) a prospective Holder of any of the Notes who is a           
"qualified institutional buyer" within the meaning of Rule 144A and is          
designated by an existing Holder of any of the Notes (in each case, with a copy 
to the Trustee), with the information with respect to the Company required to   
be delivered under Rule 144A(d)(4) under the Securities Act to enable resales   
of the Notes to be made pursuant to Rule 144A. The Company shall also comply    
with the other provisions of Section 314(a) of the Trust Indenture Act.         
Delivery of such reports, information and documents to the Trustee is for       
informational purposes only and the Trustee's receipt of such shall not         
constitute constructive notice of any information contained therein or          
determinable from information contained therein, including the Company's        
compliance with any of its covenants hereunder (as to which the Trustee is      
entitled to rely exclusive on Officers' Certificates).                          

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ARTICLE 5 
CONSOLIDATION, MERGER OR SALE OF ASSETS 

         Section 5.01. Limitations on Consolidation, Merger, Conveyance, Sale or
Lease. The Company shall not (i)(a) consolidate with or merge with or into any  
other Person, or permit any Person to merge into or consolidate with the        
Company, or convey, transfer or lease its consolidated properties and assets    
substantially as an entirety (in one transaction or in a series of related      
transactions), (b) convey, transfer or lease its consolidated electric          
transmission and distribution assets and operations substantially as an         
entirety (in one transaction or in a series of related transactions), or (c)    
convey, transfer or lease all or substantially all of its consolidated electric 
generation assets and operations (in one transaction or a series of             
transactions), to any Person or (ii) permit any of its Subsidiaries to enter    
into any such transaction or series of transactions if it would result in the   
disposition of (x) the Company's consolidated properties and assets             
substantially as an entirety, (y) the Company's consolidated electric           
transmission and distribution assets and operations substantially as an         
entirety or (z) all or substantially all of the Company's consolidated electric 
generation assets and operations unless, in each case:                          

       (A) either (1) the Company will be the surviving entity, or (2) the
   surviving entity, if other than the Company, formed by such consolidation
or into which the Company is merged or that acquired or leased such   
  property or assets (the "Surviving Person") shall be an entity organized
  under the laws of the United States of America, one of its States or the
  District of Columbia and expressly assumes by supplemental indenture the
Company's obligations under the Notes and the Indenture, provided,    
 however, that in the event following a conveyance, transfer or lease of
the Company's consolidated properties and assets substantially as an  
    entirety or a conveyance, transfer or lease of all or substantially all of
   the Company's consolidated electric generation assets and operations, the
Company continues to own, directly or indirectly, its consolidated    
   electric transmission and distribution assets and operations that it held
   immediately preceding such conveyance, transfer or lease substantially as
  an entirety, the Notes and the Indenture shall remain the obligations of
the Company and shall not be assumed by the Surviving Person;         

         (B) immediately after giving effect to that transaction, (1) no Event
 of Default shall have occurred and be continuing and (2) either (a) the
Company obtains written confirmation from the Rating Agencies that its
senior long term debt rating is at least BBB- (or its then equivalent)
    with S&P and Baa3 (or its then equivalent) with Moody's or (b) the Company
or the Surviving Person, as the case may be, not later than 30 days   
following the consummation of such consolidation, merger, conveyance, 
transfer                                                              

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or lease, makes an Offer to Purchase all outstanding Notes at a       
    purchase price equal to 100% of the principal amount plus accrued interest
to the date of purchase and thereafter consummates the purchase of all
Notes validly tendered in such Offer to Purchase; and                 

  (C) and the Company shall have delivered to the Trustee (i) an
Opinion of Counsel and an Officer's Certificate stating that such     
  consolidation, merger, transfer or lease and such supplemental indenture
    (if any) complies with this Section 5.01 and that all conditions precedent
  provided for herein relating to such transaction have been complied with
    and that such supplemental indenture (if any) constitutes the legal, valid
 and binding obligation of the Surviving Person enforceable against such
entity in accordance with its terms, subject to customary exceptions. 

 "Offer to Purchase" means an offer to purchase the Notes by the
Company or the Surviving Person, as the case may be, from the Holders commenced 
by mailing a notice to the Trustee and each Holder stating: (i) the offer is    
being made pursuant to Section 5.01 of the Indenture and that all Notes validly 
tendered will be accepted for payment; (ii) the purchase price and an           
expiration date (the "Expiration Date") which shall be no earlier than 30 days  
nor later than 60 days from the date such notice is mailed and a settlement     
date for purchase (the "Purchase Date") which shall be no later than five       
Business Days after the Expiration Date; (iii) that any Note not tendered will  
continue to accrue interest pursuant to its terms; (iv) that, unless the        
Company defaults in the payment of the purchase price, any Note accepted for    
payment pursuant to the Offer to Purchase shall cease to accrue interest on and 
after the Purchase Date; (v) that Holders electing to have a Note purchased     
pursuant to the Offer to Purchase will be required to surrender the Note,       
together with the form entitled "Option of the Holder to Elect Purchase" on the 
reverse side of the Note completed, to the Paying Agent at the address          
specified in the notice prior to the close of business on the Expiration Date;  
(vi) that Holders will be entitled to withdraw their election if the Paying     
Agent receives, not later than the close of business on the Expiration Date, a  
telegram, facsimile transmission or letter setting forth the name of such       
Holder, the principal amount of Notes delivered for purchase and a statement    
that such Holder is withdrawing his election to have such Notes purchased;      
(vii) that Holders whose Notes are being purchased only in part will be issued  
new Notes of the same series equal in principal amount to the unpurchased       
portion of the Notes surrendered; provided that each Note purchased and each    
new Note issued shall be in a principal amount of $1,000 or an integral         
multiple thereof; and (viii) information concerning the business of the Company 
and its Subsidiaries or the Surviving Person and its Subsidiaries, as the case  
may be, which the Company or the Surviving Person in good faith believes will   
enable the Holders to make an informed decision with respect to the Offer to    
Purchase. On the Purchase Date, the Company shall (i) accept for payment all    
Notes or portions                                                               

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thereof tendered pursuant to an Offer to Purchase; (ii) deposit with the Paying 
Agent money sufficient to pay the purchase price of all Notes or portions       
thereof so accepted plus accrued and unpaid interest thereon to the Purchase    
Date; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or  
portions thereof so accepted together with an Officers' Certificate specifying  
the Notes or portions thereof accepted for payment by the Company. The Paying   
Agent shall promptly mail to the Holders of Notes so accepted payment in an     
amount equal to the purchase price, and the Trustee shall promptly authenticate 
and mail to such Holders a new Note of the same series equal in principal       
amount to any unpurchased portion of the Note surrendered; provided that each   
Note purchased and each new Note issued shall be in a principal amount of       
$1,000 or an integral multiple thereof. The Company or the Surviving Person, as 
the case may be, shall publicly announce the results of an Offer to Purchase as 
soon as practicable after the Purchase Date. The Trustee shall act as the       
Paying Agent for an Offer to Purchase. The Company or the Surviving Person      
shall comply with Rule 14e-1 under the Exchange Act and any other securities    
laws and regulations thereunder to the extent such laws and regulations are     
applicable, in the event that the Company is required to repurchase Notes       
pursuant to an Offer to Purchase.                                               

      Section 5.02. Successor Substituted. Except as otherwise provided in
the provisoto Section 5.01(A) upon any consolidation or merger, or any sale,    
conveyance, transfer, lease or other disposition of all or substantially all of 
the property and assets of the Company in accordance with Section 5.01 of this  
Indenture, the Surviving Person formed by such consolidation or into which the  
Company is merged or to which such sale, conveyance, transfer, lease or other   
disposition is made shall succeed to, and be substituted for, and may exercise  
every right and power of, the Company under this Indenture with the same effect 
as if such Surviving Person had been named as the Company herein.               

ARTICLE 6 
DEFAULT AND REMEDIES

    Section 6.01. Events of Default. An "Event of Default" occurs with
respect to each series of Notes if:                                             

       (1) the Company defaults in the payment of the principal of, or any
   premium on, any Note of that series when the same becomes due and payable
at maturity, upon acceleration, redemption or required purchase or    
otherwise;                                                            

      (2) the Company defaults in the payment of interest (including any
   Additional Interest) on any Note of that series when the same becomes due
and payable, and the default continues for a period of 30 days;       

        (3) the Company defaults in the performance of or breaches any other
covenant or agreement of the Company in the Indenture or under        

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   the Notes of that series and the default or breach continues for a period
of 30 consecutive days after written notice specifying the default is 
   delivered to the Company by the Trustee or to the Company and the Trustee
  by the Holders of 25% or more in aggregate principal amount of the Notes
of that series;                                                       

     (4) a default occurs in the payment of the principal of any bond,
   debenture, note or other evidence of indebtedness, in each case for money
   borrowed, issued by the Company, or in the payment of principal under any
 mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for Borrowed 
  Money, of the Company or any Significant Subsidiary if such Indebtedness
  for Borrowed Money is not Project Finance Debt and provides for recourse
   generally to the Company or any Significant Subsidiary, which default for
payment of principal is in an aggregate principal amount exceeding $25
million when such indebtedness becomes due and payable (whether at    
  maturity, upon redemption or acceleration or otherwise), if such default
  shall continue unremedied or unwaived for more than 30 Business Days and
    the time for payment of such amount has not been expressly extended (until
such time as such payment default is remedied, cured or waived);      

     (5) a court having jurisdiction enters a decree or order for: (i)
    relief in respect of the Company or any of its Significant Subsidiaries in
   an involuntary case under any applicable bankruptcy, insolvency, or other
 similar law now or hereafter in effect; (ii) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator, or similar    
   official of the Company or any of its Significant Subsidiaries or for all
  or substantially all of the property and assets of the Company or any of
 its Significant Subsidiaries; or (iii) the winding up or liquidation of
    the affairs of the Company or any of its Significant Subsidiaries; and, in
   each case, such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days;                                        

         (6) the Company or any of its Significant Subsidiaries: (i) commences
a voluntary case under any applicable bankruptcy, insolvency, or other
similar law now or hereafter in effect, or consents to the entry of an
    order for relief in an involuntary case under any such law; (iii) consents
to the appointment of or taking possession by a receiver, liquidator, 
assignee, custodian, trustee, sequestrator, or similar official of the
    Company or any of its Significant Subsidiaries or for all or substantially
 all of the property and assets of the Company or any of its Significant
  Subsidiaries; or (iii) effects any general assignment for the benefit of
creditors (an event of default specified in clause (5) or (6) a       
"bankruptcy default"); or                                             

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   (7) the Trustee, as Collateral Agent, fails to have a perfected
security interest in the Pledged Stock of IPL for a period of 10 days.

      Section 6.02. Acceleration. (a) If an Event of Default, other than a
bankruptcy default with respect to the Company, occurs with respect to any      
series of Notes and is continuing under the Indenture, the Trustee or the       
Holders of at least 25% in aggregate principal amount of the Notes of that      
Series then outstanding, by written notice to the Company (and to the Trustee   
if the notice is given by the Holders), may, and the Trustee at the request of  
such Holders shall, declare the principal of, premium, if any, and accrued      
interest on the outstanding Notes of that series to be immediately due and      
payable. Upon a declaration of acceleration, such principal, premium, if any,   
and accrued interest will become immediately due and payable. If a bankruptcy   
default occurs with respect to the Company, the principal of, premium, if any,  
and accrued interest on the Notes then outstanding will become immediately due  
and payable without any declaration or other act on the part of the Trustee or  
any Holder.                                                                     

     (b) The Holders of a majority in principal amount of an outstanding
series of Notes by written notice to the Company and to the Trustee may waive   
all past defaults with respect to that series of Notes and rescind and annul a  
declaration of acceleration with respect to that series of Notes and its        
consequences if                                                                 

      (1) all existing Events of Default applicable to the Notes of that
 series, other than the nonpayment of the principal of, premium, if any,
 and interest on the Notes of that series that have become due solely by
the declaration of acceleration, have been cured or waived, and       

        (2) the rescission would not conflict with any judgment or decree of
a court of competent jurisdiction.                                    

      Section 6.03. Other Remedies. If an Event of Default with respect to
any series of Notes occurs and is continuing, the Trustee may pursue, in its own
name or as trustee of an express trust, any available remedy by proceeding at   
law or in equity to collect the payment of principal of, premium, if any, and   
interest on the Notes of that series or to enforce the performance of any       
provision of the Notes of that series or the Indenture. The Trustee may         
maintain a proceeding even if it does not possess any of the Notes of that      
series or does not produce any of them in the proceeding. When the Trustee      
incurs expenses or renders services after the occurrence of an act of           
bankruptcy with respect to the Company, the expenses and the compensation for   
such services are intended to constitute expenses of administration under any   
federal or state bankruptcy, insolvency, arrangement, moratorium,               
reorganization or other debtor relief law.                                      

        Section 6.04. Waiver of Past Defaults. Except as otherwise provided in
Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of  
an outstanding series of Notes may, by notice to the Trustee, waive an existing 

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Default with respect to that series of Notes and its consequences. Upon such    
waiver, the Default with respect to that series of Notes will cease to exist,   
and any Event of Default arising therefrom will be deemed to have been cured,   
but no such waiver will extend to any subsequent or other Default or impair any 
right consequent thereon.                                                       

       Section 6.05. Control by Majority. The Holders of at least a majority
in aggregate principal amount of an outstanding series of Notes may direct the  
time, method and place of conducting any proceeding for any remedy available to 
the Trustee or exercising any trust or power conferred on the Trustee. However, 
the Trustee may refuse to follow any direction that conflicts with law or the   
Indenture, that may involve the Trustee in personal liability, or that the      
Trustee determines in good faith may be unduly prejudicial to the rights of     
Holders of any series of Notes not joining in the giving of such direction, and 
may take any other action it deems proper that is not inconsistent with any     
such direction received from Holders of Notes of any series.                    

        Section 6.06. Limitation on Suits. A Holder of the Notes of any series
may not institute any proceeding, judicial or otherwise, with respect to the    
Indenture or the Notes of that series, or for the appointment of a receiver or  
trustee, or for any other remedy under the Indenture or the Notes of that       
series, unless:                                                                 

         (1) such Holder has previously given to the Trustee written notice of
 a continuing Event of Default with respect to the Notes of that series;

    (2) the Holders of at least 25% in aggregate principal amount of
outstanding Notes of that series have made written request to a       
   Responsible Officer of the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee under the Indenture; 

    (3) such Holder or Holders have offered to the Trustee indemnity
  reasonably satisfactory to the Trustee against any costs, liabilities or
expenses to be incurred in compliance with such request;              

         (4) the Trustee for 60 days after its receipt of such notice, request
 and offer of indemnity has failed to institute any such proceeding; and

         (5) during such 60-day period, the Holders of a majority in aggregate
 principal amount of the outstanding Notes of that series have not given
 the Trustee a direction that is inconsistent with such written request.

     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding
anything to the contrary, the right of a Holder of a Note to receive payment of 
principal of, premium, if any, or interest on its Note on or after the stated   

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maturities thereof, or to bring suit for the enforcement of any such payment on 
or after such respective dates, may not be impaired or affected without the     
consent of that Holder.                                                         

     Section 6.08. Collection Suit by Trustee. If an Event of Default in
payment of principal, premium, if any, or interest specified in clause (1) or   
(2) of Section 6.01 occurs and is continuing with respect to Notes of any       
series, the Trustee may recover judgment in its own name and as trustee of an   
express trust for the whole amount of principal, premium, if any, and accrued   
interest remaining unpaid on the Notes of that series, together with interest   
on overdue principal and, to the lawful, overdue installments of interest, in   
each case at the rate specified in the Notes of that series, and such further   
amount as is sufficient to cover the costs and expenses of collection,          
including the reasonable compensation, expenses, disbursements and advances of  
the Trustee, its agents and counsel and any other amounts due the Trustee       
hereunder.                                                                      

        Section 6.09. Trustee May File Proofs of Claim. The Trustee may file
proofs of claim and other papers or documents as may be necessary or advisable  
in order to have the claims of the Trustee (including any claim for the         
compensation, expenses, disbursements and advances of the Trustee, its agents   
and counsel, and any other amounts due the Trustee hereunder) and the Holders   
allowed in any judicial proceedings relating to the Company or its creditors or 
property, and is entitled and empowered to collect, receive and distribute any  
money, securities or other property payable or deliverable upon conversion or   
exchange of the Notes or upon any such claims. Any custodian, receiver,         
assignee, trustee, liquidator, sequestrator or other similar official in any    
such judicial proceeding is hereby authorized by each Holder to make such       
payments to the Trustee and, if the Trustee consents to the making of such      
payments directly to the Holders, to pay to the Trustee any amount due to it    
for the reasonable compensation, expenses, disbursements and advances of the    
Trustee, its agent and counsel, and any other amounts due the Trustee           
hereunder. Nothing in the Indenture will be deemed to empower the Trustee to    
authorize or consent to, or accept or adopt on behalf of any Holder, any plan   
of reorganization, arrangement, adjustment or composition affecting the Notes   
of any series or the rights of any Holder thereof, or to authorize the Trustee  
to vote in respect of the claim of any Holder in any such proceeding.           

         Section 6.10. Priorities. If the Trustee collects any money pursuant to
this Article, it shall pay out the money in the following order:                

        First: to the Trustee for all amounts due hereunder;

           Second: to Holders of any series of Notes in respect of
              which moneys have been collected for amounts then due and unpaid
            for principal of, premium, if any, and interest on such Notes,
             ratably, without preference or priority of any kind of any Note
over any other Note                               

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           (whether of the same series or not), according to the amounts
           due and payable on such Notes for principal, premium, if any,
and interest; and                                 

     Third:  to the Company or as a court of competent
jurisdiction may direct.                          

        The Trustee, upon written notice to the Company, may fix a record date
and payment date for any payment to Holders pursuant to this Section.           

         Section 6.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted a proceeding to enforce any right or remedy under the     
Indenture and the proceeding has been discontinued or abandoned for any reason, 
or has been determined adversely to the Trustee or to the Holder, then, subject 
to any determination in the proceeding, the Company, the Trustee and the        
Holders will be restored severally and respectively to their former positions   
hereunder and thereafter all rights and remedies of the Company, the Trustee    
and the Holders will continue as though no such proceeding had been instituted. 

         Section 6.12. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under the Indenture or in any suit against the Trustee for  
any action taken or omitted by it as Trustee, a court may require any party     
litigant in such suit (other than the Trustee) to file an undertaking to pay    
the costs of the suit, and the court may assess reasonable costs, including     
reasonable attorneys fees, against any party litigant (other than the Trustee)  
in the suit having due regard to the merits and good faith of the claims or     
defenses made by the party litigant. This Section does not apply to a suit by a 
Holder to enforce payment of principal of or interest on any Note on the        
respective due dates, or a suit by Holders of more than 10% in principal amount 
of the outstanding Notes of such series.                                        

  Section 6.13. Rights and Remedies Cumulative. No right or remedy
conferred or reserved to the Trustee or to the Holders under this Indenture is  
intended to be exclusive of any other right or remedy, and all such rights and  
remedies are, to the extent permitted by law, cumulative and in addition to     
every other right and remedy hereunder or now or hereafter existing at law or   
in equity or otherwise. The assertion or exercise of any right or remedy        
hereunder, or otherwise, will not prevent the concurrent assertion or exercise  
of any other right or remedy.                                                   

         Section 6.14. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any      
Event of Default will impair any such right or remedy or constitute a waiver of 
any such Event of Default or an acquiescence therein. Every right and remedy    
given by this Article or by law to the Trustee or to the Holders may be         
exercised from time to time, and as often as may be deemed expedient, by the    
Trustee or by the Holders, as the case may be.                                  

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    Section 6.15. Waiver of Stay, Extension or Usury Laws. The Company
covenants, to the extent that it may lawfully do so, that it will not at any    
time insist upon, or plead, or in any manner whatsoever claim or take the       
benefit or advantage of, any stay or extension law or any usury law or other    
law that would prohibit or forgive the Company from paying all or any portion   
of the principal of, premium, if any, or interest on the Notes as contemplated  
herein, wherever enacted, now or at any time hereafter in force, or that may    
affect the covenants or the performance of the Indenture. The Company hereby    
expressly waives, to the extent that it may lawfully do so, all benefit or      
advantage of any such law and covenants that it will not hinder, delay or       
impede the execution of any power herein granted to the Trustee, but will       
suffer and permit the execution of every such power as though no such law had   
been enacted.                                                                   

ARTICLE 7 
THE TRUSTEE 

   Section 7.01. General. (a) The duties and responsibilities of the
Trustee are as provided by the Trust Indenture Act and as set forth herein.     
Whether or not expressly so provided, every provision of the Indenture relating 
to the conduct or affecting the liability of or affording protection to the     
Trustee is subject to this Article.                                             

       (b) Except during the continuance of an Event of Default, the Trustee
need perform only those duties that are specifically set forth in the Indenture 
and no others, and no implied covenants or obligations will be read into the    
Indenture against the Trustee. In case an Event of Default has occurred and is  
continuing, the Trustee shall exercise those rights and powers vested in it by  
the Indenture, and use the same degree of care and skill in their exercise, as  
a prudent man would exercise or use under the circumstances in the conduct of   
his own affairs.                                                                

     (c) No provision of the Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure  
to act or its own willful misconduct.                                           

 Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act
Sections 315(a) through (d):                                                    

      (1) In the absence of bad faith on its part, the Trustee may rely,
and will be protected in acting or refraining from acting, upon any   
  resolution, certificate, statement, instrument, opinion, report, notice,
   request, direction, consent, order, bond, debenture, note, other evidence
 of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper Person. The Trustee
 need not investigate any fact or matter stated in the document, but, in
    the case of any document which is specifically required to be furnished to
 the Trustee pursuant to any provision hereof, the Trustee shall examine
the                                                                   

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document to determine whether it conforms to the requirements of the  
Indenture (but need not confirm or investigate the accuracy of        
   mathematical calculations or other facts stated therein). The Trustee, in
   its discretion, may make further inquiry or investigation into such facts
or matters as it sees fit.                                            

       (2) Before the Trustee acts or refrains from acting, it may require
 an Officers' Certificate or an Opinion of Counsel conforming to Section
   10.05 and the Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on the certificate or opinion.      

         (3) The Trustee may act through its attorneys and agents and will not
be responsible for the misconduct or negligence of any agent appointed
with due care.                                                        

      (4) The Trustee will be under no obligation to exercise any of the
    rights or powers vested in it by the Indenture at the request or direction
of any of the Holders of any series of Notes, unless such Holders have
    offered to the Trustee reasonable security or indemnity against the costs,
  expenses and liabilities that might be incurred by it in compliance with
such request or direction.                                            

       (5) The Trustee will not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within its 
    rights or powers or for any action it takes or omits to take in accordance
with the direction of the Holders of any series of Notes in accordance
    with Section 6.05 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any 
trust or power conferred upon the Trustee, under the Indenture.       

       (6) The Trustee may consult with counsel, and the written advice of
such counsel or any Opinion of Counsel will be full and complete      
  authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.        

        (7) No provision of the Indenture will require the Trustee to expend
 or risk its own funds or otherwise incur any financial liability in the
  performance of its duties hereunder, or in the exercise of its rights or
   powers, unless it receives indemnity satisfactory to it against any loss,
liability or expense.                                                 

 Section 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and  
may otherwise deal with the Company or its Affiliates with the same rights it   
would have if it were not the Trustee. Any Agent may do the same with like      
rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b)  
and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):         

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      (a) "cash transaction" means any transaction in which full payment
  for goods or securities sold is made within seven days after delivery of
the goods or securities in currency or in checks or other orders drawn
upon banks or bankers and payable upon demand; and                    

   (b) "self-liquidating paper" means any draft, bill of exchange,
   acceptance or obligation which is made, drawn, negotiated or incurred for
the purpose of financing the purchase, processing, manufacturing,     
shipment, storage or sale of goods, wares or merchandise and which is 
  secured by documents evidencing title to, possession of, or a lien upon,
the goods, wares or merchandise or the receivables or proceeds arising
  from the sale of the goods, wares or merchandise previously constituting
the security, provided the security is received by the Trustee        
    simultaneously with the creation of the creditor relationship arising from
the making, drawing, negotiating or incurring of the draft, bill of   
exchange, acceptance or obligation.                                   

Section 7.04. Trustee's Disclaimer. The Trustee (i) makes no  
representation as to the validity or adequacy of the Indenture or the Notes,    
(ii) is not accountable for the Company's use or application of the proceeds    
from the Notes and (iii) is not responsible for any statement in the Notes      
other than its certificate of authentication.                                   

     Section 7.05. Notice of Default. If any Default with respect to the
Notes of any series occurs and is continuing and is known to the Trustee, the   
Trustee will send notice of the Default to each Holder of such series within 90 
days after it occurs, unless the Default has been cured; provided that, except  
in the case of a default in the payment of the principal of, premium, if any,   
or interest on any Note, the Trustee may withhold the notice if and so long as  
the board of directors, the executive committee or a trust committee of         
directors of the Trustee in good faith determines that withholding the notice   
is in the interest of the Holders of the Notes of such series. Notice to        
Holders under this Section will be given in the manner and to the extent        
provided in Trust Indenture Act Section 313(c).                                 

        Section 7.06. Reports by Trustee to Holders. Within 60 days after each
May 15, beginning with May 15, 2002, the Trustee will mail to each Holder, as   
provided in Trust Indenture Act Section 313(c), a brief report dated as of such 
May 15, if required by Trust Indenture Act Section 313(a), and file such        
reports with each stock exchange upon which its Notes are listed and with the   
Commission as required by Trust Indenture Act Section 313(d).                   

        Section 7.07. Compensation and Indemnity. (a) The Company will pay the
Trustee compensation as agreed upon in writing for its services. The            
compensation of the Trustee is not limited by any law on compensation of a      
Trustee of an express trust. The Company will reimburse the Trustee upon        
request for all reasonable out-of-pocket expenses, disbursements and advances   

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incurred or made by the Trustee, including the reasonable compensation and      
expenses of the Trustee's agents and counsel.                                   

      (b) The Company will indemnify the Trustee for, and hold it harmless
against, any loss or liability or expense incurred by it without negligence or  
bad faith on its part arising out of or in connection with the acceptance or    
administration of the Indenture and its duties under the Indenture and the      
Notes, including the costs and expenses of defending itself against any claim   
or liability and of complying with any process served upon it or any of its     
officers in connection with the exercise or performance of any of its powers or 
duties under the Indenture and the Notes.                                       

        (c) To secure the Company's payment obligations in this Section, the
Trustee will have a lien prior to the Notes on all money or property held or    
collected by the Trustee, in its capacity as Trustee, except money or property  
held in trust to pay principal, premium, if any, of, and interest on particular 
Notes.                                                                          

         Section 7.08. Replacement of Trustee. (a) (1) The Trustee may resign at
any time by written notice to the Company.                                      

(2) The Holders of a majority in principal amount of all then 
outstanding Notes of all series (voting as a single class) may remove the       
Trustee by written notice to the Trustee.                                       

       (3) If the Trustee is no longer eligible under Section 7.10 or in the
circumstances described in Trust Indenture Act Section 310(b), any Holder that  
satisfies the requirements of Trust Indenture Act Section 310(b) may petition   
any court of competent jurisdiction for the removal of the Trustee and the      
appointment of a successor Trustee.                                             

         (4) The Company may remove the Trustee if: (i) the Trustee is no longer
eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an      
insolvent; (iii) a receiver or other public officer takes charge of the Trustee 
or its property; or (iv) the Trustee becomes incapable of acting.               

  (5) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's       
acceptance of appointment as provided in this Section.                          

  (b) If the Trustee has been removed by the Holders, Holders of a
majority in principal amount of all then outstanding Notes of all series        
(voting as a single class) may appoint a successor Trustee with the consent of  
the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy   
exists in the office of Trustee for any reason, the Company will promptly       
appoint a successor Trustee. If the successor Trustee does not deliver its      
written acceptance within 30 days after the retiring Trustee resigns or is      
removed, the retiring Trustee, the Company or the Holders of a majority in      
principal amount of all then outstanding                                        

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Notes of all series (voting as a single class) may petition any court of        
competent jurisdiction for the appointment of a successor Trustee.              

       (c) Upon delivery by the successor Trustee of a written acceptance of
its appointment to the retiring Trustee and to the Company, (i) the retiring    
Trustee will transfer all property held by it as Trustee to the successor       
Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation 
or removal of the retiring Trustee will become effective, and (iii) the         
successor Trustee will have all the rights, powers and duties of the Trustee    
under the Indenture. Upon request of any successor Trustee, the Company will    
execute any and all instruments for fully and vesting in and confirming to the  
successor Trustee all such rights, powers and trusts. The Company will give     
notice of any resignation and any removal of the Trustee and each appointment   
of a successor Trustee to all Holders, and include in the notice the name of    
the successor Trustee and the address of its Corporate Trust Office.            

 (d) Notwithstanding replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 will continue for the     
benefit of the retiring Trustee.                                                

 (e) The Trustee agrees to give the notices provided for in, and
otherwise comply with, Trust Indenture Act Section 310(b).                      

        Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its     
corporate trust business to, another corporation or national banking            
association, the resulting, surviving or transferee corporation or national     
banking association without any further act will be the successor Trustee with  
the same effect as if the successor Trustee had been named as the Trustee in    
the Indenture.                                                                  

     Section 7.10. Eligibility. The Indenture must always have a Trustee
that satisfies the requirements of Trust Indenture Act Section 310(a) and has a 
combined capital and surplus of at least $25,000,000 as set forth in its most   
recent published annual report of condition.                                    

       Section 7.11. Money Held in Trust. The Trustee will not be liable for
interest on any money received by it except as it may agree with the Company.   
Money held in trust by the Trustee need not be segregated from other funds      
except to the extent required by law and except for money held in trust under   
Article 8.                                                                      

ARTICLE 8 
DEFEASANCE AND DISCHARGE

       Section 8.01. Satisfaction and Discharge of Indenture. If at any time
(a) the Company shall have paid or caused to be paid the principal of, premium, 
if                                                                              

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any, and interest on all the Notes of any series outstanding hereunder (other   
than Notes of such series which have been destroyed, lost or stolen and which   
have been replaced or paid as provided in Section 2.04) as and when the same    
shall have become due and payable, or (b) the Company shall have delivered to   
the Trustee for cancellation all Notes of any series theretofore authenticated  
(other than any Notes of such series which shall have been destroyed, lost or   
stolen and which shall have been replaced or paid as provided in Section 2.04)  
or (c) (i) all the Notes of any series not theretofore delivered to the Trustee 
for cancellation shall have become due and payable, or are by their terms to    
become due and payable within one year or are to be called for redemption       
within one year under arrangements satisfactory to the Trustee for the giving   
of notice of redemption, and (ii) the Company shall have irrevocably deposited  
or caused to be deposited with the Trustee as trust funds the entire amount in  
cash (other than moneys repaid by the Trustee or any paying agent to the        
Company in accordance with Section 8.05) or U.S. Government Obligations,        
maturing as to principal and interest in such amounts and at such times as will 
insure the availability of cash sufficient to pay at maturity or upon           
redemption all Notes of such series (other than any Notes of such series which  
shall have been destroyed, lost or stolen and which shall have been replaced or 
paid as provided in Section 2.04) not theretofore delivered to the Trustee for  
cancellation, including principal and interest due or to become due on or prior 
to such date of maturity as the case may be, and if, in any such case, the      
Company shall also pay or cause to be paid all other sums payable hereunder by  
the Company with respect to the Notes of such series, then this Indenture shall 
cease to be of further effect with respect to the Notes of such series (except  
as to (i) rights of registration of transfer and exchange of securities of      
such, and the Company's right of optional redemption, (ii) substitution of      
mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders of 
such series of Notes to receive payments of principal, and premium, if any,     
thereof and interest thereon, upon the original stated due dates therefor (but  
not upon acceleration) and remaining rights of the Holders of such series of    
Notes to receive mandatory sinking fund payments, if any, (iv) the rights,      
obligations and immunities of the Trustee hereunder and (v) the rights of the   
Holders of such series of Notes as beneficiaries hereof with respect to the     
property so deposited with the Trustee payable to all or any of them), and the  
Trustee, on demand of the Company accompanied by an Officers' Certificate and   
an Opinion of Counsel and at the cost and expense of the Company, shall execute 
proper instruments acknowledging such satisfaction of and discharging this      
Indenture with respect to such series; provided that the rights of Holders of   
such series of Notes to receive amounts in respect of principal of, premium, if 
any, and interest on the Notes of such series held by them shall not be delayed 
longer than required by then-applicable mandatory rules or policies of any      
securities exchange upon which the Notes of such series are listed. The Company 
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably 
and properly incurred and to compensate the Trustee for any services thereafter 
reasonably and properly rendered by the Trustee in connection with this         
Indenture or the Notes.                                                         

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        Section 8.02. Defeasance and Discharge of Indenture. The Company shall
be deemed to have paid and shall be discharged from any and all obligations in  
respect of the Notes of any series, on the 123rd day after the deposit referred 
to in clause (A) hereof has been made with respect to such series Notes, and    
the provisions of this Indenture shall no longer be in effect with respect to   
the Notes of such series (and the Trustee, at the expense of the Company, shall 
execute proper instruments acknowledging the same), except as to: (a) rights of 
registration of transfer and exchange, and the Company's right of optional      
redemption, (b) substitution of apparently mutilated, defaced, destroyed, lost  
or stolen Notes of such series, (c) rights of holders to receive payments of    
principal thereof, premium, if any, of such series and interest thereon, upon   
the original stated due dates therefor (but not upon acceleration), (d) the     
rights, obligations and immunities of the Trustee hereunder and (e) the rights  
of the Holders of such series as beneficiaries hereof with respect to the       
property so deposited with the Trustee payable to all or any of them; provided  
that the following conditions shall have been satisfied:                        

     (A) with reference to this provision the Company has deposited or
 caused to be irrevocably deposited with the Trustee (or another trustee
  satisfying the requirements of Sections 7.08 and 7.10) as trust funds in
   trust, specifically pledged as security for, and dedicated solely to, the
   benefit of the Holders of the applicable series of Notes, (i) money in an
  amount, or (ii) U.S. Government Obligations which through the payment of
  interest and principal in respect thereof in accordance with their terms
will provide not later than one day before the due date of any payment
    referred to in subclause (x) or (y) of this clause (A) money in an amount,
    or (iii) a combination thereof, sufficient, in the opinion of a nationally
  recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge  
without consideration of the reinvestment of such interest and after  
payment of all federal, state and local taxes or other charges and    
 assessments in respect thereof payable by the Trustee (x) the principal
  of, premium, if any, and each installment of interest on the outstanding
Notes of such series on the due dates thereof and (y) any mandatory   
sinking fund payments or analogous payments applicable to the Notes of
such series on the day on which such payments are due and payable in  
 accordance with the terms of the Notes of such series and the Indenture
with respect to the Notes of such series;                             

  (B) the Company has delivered to the Trustee (i) either (x) an
    Opinion of Counsel to the effect that Holders of Notes of such series will
 not recognize income, gain or loss for federal income tax purposes as a
    result of the Company's exercise of its option under this Section 8.02 and
  will be subject to federal income tax on the same amount and in the same
   manner and at the same times as would have been the case if such deposit,
  defeasance and discharge had not occurred, which Opinion of Counsel must
   be based upon a ruling of the Internal Revenue Service to the same effect
or a change in applicable federal income tax law or related treasury  
  regulations after the date of this Indenture or (y) a ruling directed to
the Trustee received from the Internal Revenue Service to the same    

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effect as the aforementioned Opinion of Counsel and (ii) an Opinion of
  Counsel to the effect that the creation of the defeasance trust does not
 violate the Investment Company Act of 1940 and after the passage of 123
days following the deposit, the trust fund will not be subject to the 
    effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New
York Debtor and Creditor Law;                                         

      (C) immediately after giving effect to such deposit on a pro forma
   basis, no Event of Default with respect to such series of Notes, or event
  that after the giving of notice or lapse of time or both would become an
    Event of Default with respect to such series of Notes, shall have occurred
   and be continuing on the date of such deposit or during the period ending
 on the 123rd day after the date of such deposit, and such deposit shall
    not result in a breach or violation of, or constitute a default under, any
   other agreement or instrument to which the Company is a party or by which
the Company is bound; and                                             

         (D) if at such time the Notes of such series are listed on a national
  securities exchange, the Company has delivered to the Trustee an Opinion
of Counsel to the effect that the Notes of such series will not be    
delisted as a result of such deposit, defeasance and discharge.       

     If the Company shall be deemed to have paid and shall be discharged
from any and all obligations in respect of all of the Notes pursuant to this    
Section 8.02 and all amounts outstanding to the Trustee hereunder or the        
Collateral Agent under the Pledge Agreement shall have been paid in full, then  
the Company shall be released of its obligations under the Pledge Agreement and 
the Collateral shall be released from the security interest granted in favor of 
the Collateral Agent thereunder.                                                

       Section 8.03. Defeasance of Certain Obligations. The Company may omit
to comply with any term, provision or condition set forth in, and this Indenture
will no longer be in effect with respect to, any covenant in Article 4 or       
Section 5.01 and clauses (3), (4) and (7) of Section 6.01 and Article XI shall  
be deemed not to be an Event of Default, in each case, with respect to any      
series of Notes, if                                                             

         (A) with reference to this Section 8.03, the Company has deposited or
 caused to be irrevocably deposited with the Trustee (or another trustee
satisfying the requirements of Section 7.08) as trust funds in trust, 
    specifically pledged as security for, and dedicated solely to, the benefit
  of the Holders of the applicable series of Notes, (i) money in an amount
    or (ii) U.S. Government Obligations which through the payment of principal
and interest in respect thereof in accordance with their terms        

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will provide not later than one day before the due dates thereof or   
    earlier redemption (irrevocably provided for under agreements satisfactory
to the Trustee), as the case may be, of any payment referred to in    
subclause (x) or (y) of this clause (A) money in an amount, or (iii) a
    combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written         
certification thereof delivered to the Trustee, to pay and discharge  
without consideration of the reinvestment of such interest and after  
payment of all federal, state and local taxes or other charges and    
 assessments in respect thereof payable by the Trustee (x) the principal
  of, premium, if any, and each installment of interest on the outstanding
Notes of such series on the due date thereof or earlier redemption    
    (irrevocably provided for under arrangements satisfactory to the Trustee),
as the case may be, and (y) any mandatory sinking fund payments or    
analogous payments applicable to the Notes of such series and the     
Indenture with respect to the Notes of such series on the day on which
such payments are due and payable in accordance with the terms of the 
  Notes of such series and the Indenture with respect to the Notes of such
series;                                                               

  (B) the Company has delivered to the Trustee (i) an Opinion of
   Counsel to the effect that Holders of the applicable series of Notes will
 not recognize income, gain or loss for federal income tax purposes as a
    result of the Company's exercise of its option under this Section 8.03 and
  will be subject to federal income tax on the same amount and in the same
  manner and at the same times as would have been the case if such deposit
and defeasance had not occurred and (ii) an Opinion of Counsel to the 
effect that the creation of the defeasance trust does not violate the 
    Investment Company Act of 1940 and after the passage of 123 days following
  the deposit, the trust fund will not be subject to the effect of Section
  547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and
Creditor Law;                                                         

      (C) immediately after giving effect to such deposit on a pro forma
    basis, no Event of Default which respect to such series of Notes, or event
  that after the giving of notice or lapse of time or both would become an
Event of Default which respect to such series of Notes, shall have    
occurred and be continuing on the date of such deposit or during the  
 period ending on the 123rd day after the date of such deposit, and such
deposit shall not result in a breach or violation of, or constitute a 
    default under, any other agreement or instrument to which the Company is a
party or by which the Company is bound; and                           

         (D) if at such time the Notes of such series are listed on a national
  securities exchange, the Company has delivered to the Trustee an Opinion
   of Counsel to the effect that such Notes will not be delisted as a result
of such deposit, defeasance and discharge.                            

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      If the Company shall have satisfied each of the conditions set forth
above in this Section 8.03 and all amounts outstanding to the Trustee hereunder 
or the Collateral Agent under the Pledge Agreement shall have been paid in      
full, then the Company shall be released of its obligations under the Pledge    
Agreement and the Collateral shall be released from the security interest       
granted in favor of the Collateral Agent thereunder.                            

        Section 8.04. Application of Trust Money. Subject to Section 8.05, the
Trustee will hold in trust the money or U.S. Government Obligations deposited   
with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money   
and the proceeds from deposited U.S. Government Obligations to the payment of   
principal of, premium, if any, and interest on the applicable series of Notes   
in accordance with such Notes and the Indenture. Such money and U.S. Government 
Obligations need not be segregated from other funds except to the extent        
required by law.                                                                

     Section 8.05. Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee will promptly pay to the Company upon request any    
excess money held by the Trustee at any time and thereupon be relieved from all 
liability with respect to such money. The Trustee will pay to the Company upon  
request any money held for payment with respect to the applicable series of     
Notes that remains unclaimed for two years, provided that before making such    
payment the Trustee may at the expense of the Company publish once in a         
newspaper of general circulation in New York City, or send to each Holder of    
the applicable series of Notes entitled to such money, notice that the money    
remains unclaimed and that after a date specified in the notice (at least 30    
days after the date of the publication or notice) any remaining unclaimed       
balance of money will be repaid to the Company. After payment to the Company,   
Holders of the applicable series of Notes entitled to such money must look      
solely to the Company for payment, unless applicable law designates another     
Person, and all liability of the Trustee with respect to such money will cease. 

   Section 8.06. Reinstatement. If and for so long as the Trustee is
unable to apply any money or U.S. Government Obligations held in trust pursuant 
to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of 
any order or judgment of any court or governmental authority enjoining,         
restraining or otherwise prohibiting such application, the Company's            
obligations under the Indenture and the applicable series of Notes will be      
reinstated as though no such deposit in trust had been made. If the Company     
makes any payment of principal of, premium, if any, or interest on any series   
of Notes because of the reinstatement of its obligations, it will be subrogated 
to the rights of the Holders of such Notes to receive such payment from the     
money or U.S. Government Obligations held in trust.                             

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ARTICLE 9 
AMENDMENTS, SUPPLEMENTS AND WAIVERS 

      Section 9.01. Amendments Without Consent of Holders. (a) The Company
and the Trustee may amend or supplement the Indenture or the Notes without      
notice to or the consent of any Noteholder                                      

       (1) to cure any ambiguity, defect or inconsistency in the Indenture
or the Notes;                                                         

(2) to comply with Section 5.01;                            

       (3) to comply with any requirements of the Commission in connection
with the qualification of the Indenture under the Trust Indenture Act;

 (4) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee;                                     

         (5) to provide for uncertificated Notes in addition to or in place of
certificated Notes, provided that the uncertified Notes are issued in 
    registered form for purposes of Section 163(f) of the Code, or in a manner
  such that the uncertificated Notes are described in Section 163(f)(2)(B)
of the Code;                                                          

         (6) to provide for any guarantee of the Notes, to secure the Notes or
to confirm and evidence the release, termination or discharge of any  
   guarantee of or lien securing the Notes when such release, termination or
discharge is permitted by the Indenture;                              

      (7) to provide for or confirm the issuance of Additional Notes; or

       (8) to make any other change that does not materially and adversely
affect the rights of any Holder.                                      

 Section 9.02. Amendments with Consent of Holders. (a) Except as
otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the        
Company and the Trustee may amend the Indenture with respect to the Notes of    
any series and the Notes of such series with the written consent of the Holders 
of a majority in principal amount of the outstanding Notes of such series, and  
the Holders of a majority in principal amount of the outstanding Notes of any   
series by written notice to the Trustee may waive future compliance by the      
Company with any provision of the Indenture with respect to the Notes of such   
series or the Notes of such series.                                             

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    (b) Notwithstanding the provisions of paragraph (a), without the
consent of each Holder of Notes of any series affected, an amendment or waiver  
may not                                                                         

       (1) reduce the principal amount of or change the stated maturity of
any installment of principal of any Note of that series,              

        (2) reduce the rate of or change the stated maturity of any interest
payment on any Note of that series,                                   

     (3) reduce the amount payable upon the redemption or any required
repurchase of any Note of that series or change the times at which any
Note of that series may be redeemed or repurchased or, once notice of 
 redemption or an Offer to Purchase has been given, the time at which it
must thereupon be redeemed or repurchased,                            

     (4) make any Note of that series payable in money other than that
stated in such Note,                                                  

         (5) impair the right of any Holder of Notes of that series to receive
any principal payment, premium payment, if any, or interest payment on
such Holder's Notes, on or after the stated maturity thereof, or to   
institute suit for the enforcement of any such payment,               

        (6) make any change in the percentage of the principal amount of the
Notes of that series required for amendments or waivers, or           

     (7) modify or change any provision of the Indenture affecting the
   ranking of the Notes of that series in a manner adverse to the Holders of
the Notes of that series.                                             

        (c) It is not necessary for Noteholders to approve the particular form
of any proposed amendment, supplement or waiver, but is sufficient if their     
consent approves the substance thereof.                                         

       (d) An amendment, supplement or waiver under this Section will become
effective on receipt by the Trustee of written consents from the Holders of the 
requisite percentage in principal amount of the outstanding Notes of the series 
affected. After an amendment, supplement or waiver under this Section becomes   
effective, the Company will send to the Holders affected thereby a notice       
briefly describing the amendment, supplement or waiver. The Company will send   
supplemental indentures to Holders upon request. Any failure of the Company to  
send such notice, or any defect therein, will not, however, in any way impair   
or affect the validity of any such supplemental indenture or waiver.            

        Section 9.03. Effect of Consent. (a) After an amendment, supplement or
waiver becomes effective, it will bind every Holder of Notes of the series      
affected unless it is of the type requiring the consent of each Holder          
affected. If the                                                                

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amendment, supplement or waiver is of the type requiring the consent of each    
Holder affected, the amendment, supplement or waiver will bind each Holder that 
has consented to it and every subsequent Holder of a Note that evidences the    
same debt as the Note of the consenting Holder.                                 

        (b) If an amendment, supplement or waiver changes the terms of a Note,
the Trustee may require the Holder to deliver it to the Trustee so that the     
Trustee may place an appropriate notation of the changed terms on the Note and  
return it to the Holder, or exchange it for a new Note that reflects the        
changed terms. The Trustee may also place an appropriate notation on any Note   
thereafter authenticated. However, the effectiveness of the amendment,          
supplement or waiver is not affected by any failure to annotate or exchange     
Notes in this fashion.                                                          

         Section 9.04. Trustee's Rights and Obligations. The Trustee is entitled
to receive, and will be fully protected in relying upon, an Opinion of Counsel  
stating that the execution of any amendment, supplement or waiver authorized    
pursuant to this Article is authorized or permitted by the Indenture. If the    
Trustee has received such an Opinion of Counsel, it shall sign the amendment,   
supplement or waiver so long as the same does not adversely affect the rights   
of the Trustee. The Trustee may, but is not obligated to, execute any           
amendment, supplement or waiver that affects the Trustee's own rights, duties   
or immunities under the Indenture.                                              

       Section 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements   
of the Trust Indenture Act.                                                     

         Section 9.06. Payments for Consents. Neither the Company nor any of its
Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid 
any consideration, whether by way of interest, fee or otherwise, to any Holder  
for or as an inducement to any consent, waiver or amendment of any of the terms 
or provisions of the Indenture with respect to any series of Notes or the Notes 
of that series unless such consideration is offered to be paid or agreed to be  
paid to all Holders of the Notes of that series that consent, waive or agree to 
amend such term or provision within the time period set forth in the            
solicitation documents relating to the consent, waiver or amendment.            

ARTICLE 10  
MISCELLANEOUS 

 Section 10.01. Trust Indenture Act of 1939. The Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that   
are required to be part of and to govern indentures qualified under the Trust   
Indenture Act.                                                                  

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       Section 10.02. Noteholder Communications; Noteholder Actions. (a) The
rights of Holders to communicate with other Holders with respect to the         
Indenture or the Notes are as provided by the Trust Indenture Act, and the      
Company and the Trustee shall comply with the requirements of Trust Indenture   
Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be     
held accountable by reason of any disclosure of information as to names and     
addresses of Holders made pursuant to the Trust Indenture Act.                  

        (b) (1) Any request, demand, authorization, direction, notice, consent
to amendment, supplement or waiver or other action provided by this Indenture to
be given or taken by a Holder (an "act") may be evidenced by an instrument      
signed by the Holder delivered to the Trustee. The fact and date of the         
execution of the instrument, or the authority of the person executing it, may   
be proved in any manner that the Trustee deems sufficient.                      

         (2) The Trustee may make reasonable rules for action by or at a meeting
of Holders of Notes of any series, which will be binding on all the Holders of  
Notes of that series.                                                           

   (c) Any act by the Holder of any Note binds that Holder and every
subsequent Holder of a Note that evidences the same debt as the Note of the     
acting Holder, even if no notation thereof appears on the Note. Subject to      
paragraph (d), a Holder may revoke an act as to its Notes, but only if the      
Trustee receives the notice of revocation before the date the amendment or      
waiver or other consequence of the act becomes effective.                       

        (d) The Company may, but is not obligated to, fix a record date (which
need not be within the time limits otherwise prescribed by Trust Indenture Act  
Section 316(c)) for the purpose of determining the Holders of Notes of any      
series entitled to act with respect to any amendment or waiver or in any other  
regard, except that during the continuance of an Event of Default with respect  
to that series of Notes, only the Trustee may set a record date as to notices   
of default, any declaration or acceleration or any other remedies or other      
consequences of such Event of Default. If a record date is fixed with respect   
to the Notes of any series, those Persons that were Holders of Notes of that    
series at such record date and only those Persons will be entitled to act, or   
to revoke any previous act, whether or not those Persons continue to be Holders 
of Notes of that series after the record date. No act will be valid or          
effective for more than 90 days after the record date.                          

        Section 10.03. Notices. (a) Any notice or communication to the Company
will be deemed given if in writing (i) when delivered in person or (ii) five    
days after mailing when mailed by first class mail, or (iii) when sent by       
facsimile transmission, with transmission confirmed. Any notice to the Trustee  
will be effective only upon receipt. In each case the notice or communication   
should be addressed as follows:                                                 

if to the Company:                                            

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IPALCO Enterprises, Inc.                    
One Monument Circle                         
Indianapolis, Indiana 46204                 
Fax:  (317) 261-8288                        

if to the Trustee:                                            

Bank One, National Association              
111 Monument Circle                         
Indianapolis, Indiana 46204                 
Fax:  (317) 321-3864                        

The Company or the Trustee by notice to the other may designate additional or   
different addresses for subsequent notices or communications.                   

      (b) Except as otherwise expressly provided with respect to published
notices, any notice or communication to a Holder will be deemed given when      
mailed to the Holder at its address as it appears on the Register by first      
class mail or, as to any Global Note registered in the name of DTC or its       
nominee, as agreed by the Company, the Trustee and DTC. Copies of any notice or 
communication to a Holder, if given by the Company, will be mailed to the       
Trustee at the same time. Defect in mailing a notice or communication to any    
particular Holder will not affect its sufficiency with respect to other         
Holders.                                                                        

       (c) Where the Indenture provides for notice, the notice may be waived
in writing by the Person entitled to receive such notice, either before or after
the event, and the waiver will be the equivalent of the notice. Waivers of      
notice by Holders must be filed with the Trustee, but such filing is not a      
condition precedent to the validity of any action taken in reliance upon such   
waivers.                                                                        

         Section 10.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action     
under the Indenture, the Company will furnish to the Trustee:                   

    (1) an Officers' Certificate stating that, in the opinion of the
  signers, all conditions precedent, if any, provided for in the Indenture
relating to the proposed action have been complied with; and          

        (2) an Opinion of Counsel stating that all such conditions precedent
have been complied with.                                              

    Section 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant  
provided for in the Indenture must include:                                     

       (1) a statement that each person signing the certificate or opinion
has read the covenant or condition and the related definitions;       

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       (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statement or opinion contained in the 
certificate or opinion is based;                                      

         (3) a statement that, in the opinion of each such person, that person
  has made such examination or investigation as is necessary to enable the
  person to express an informed opinion as to whether or not such covenant
or condition has been complied with; and                              

     (4) a statement as to whether or not, in the opinion of each such
  person, such condition or covenant has been complied with, provided that
    an Opinion of Counsel may rely on an Officers' Certificate or certificates
of public officials with respect to matters of fact.                  

       Section 10.06. Payment Date Other Than a Business Day. If any payment
with respect to a payment of any principal of, premium, if any, or interest on  
any Note (including any payment to be made on any date fixed for redemption or  
purchase of any Note) is due on a day which is not a Business Day, then the     
payment need not be made on such date, but may be made on the next Business Day 
with the same force and effect as if made on such date, and no interest will    
accrue for the intervening period.                                              

    Section 10.07. Governing Law. The Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New     
York.                                                                           

   Section 10.08. No Adverse Interpretation of Other Agreements. The
Indenture may not be used to interpret another indenture or loan or debt        
agreement of the Company or any Subsidiary of the Company, and no such          
indenture or loan or debt agreement may be used to interpret the Indenture.     

 Section 10.09. Successors. All agreements of the Company in the
Indenture and the Notes will bind its successors. All agreements of the Trustee 
in the Indenture will bind its successor.                                       

        Section 10.10. Duplicate Originals. The parties may sign any number of
copies of the Indenture. Each signed copy shall be an original, but all of them 
together represent the same agreement.                                          

        Section 10.11. Separability. In case any provision in the Indenture or
in the Notes is invalid, illegal or unenforceable, the validity, legality and   
enforceability of the remaining provisions will not in any way be affected or   
impaired thereby.                                                               

       Section 10.12. Table of Contents and Headings. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of the          
Indenture have been inserted for convenience of reference only, are not to be   
considered a                                                                    

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part of the Indenture and in no way modify or restrict any of the terms and     
provisions of the Indenture.                                                    

Section 10.13. No Liability of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator,   
member or stockholder of the Company, as such, will have any liability for any  
obligations of the Company under the Notes, or the Indenture or for any claim   
based on, in respect of, or by reason of, such obligations. Each Holder of      
Notes by accepting a Note waives and releases all such liability. The waiver    
and release are part of the consideration for issuance of the Notes.            

ARTICLE 11  
SECURITY AND COLLATERAL 

         Section 11.01. Pledge Agreement. The full and punctual payment when due
and the full and punctual performance of all of the obligations of the Company  
under the Notes and this Indenture to the Holders and the Trustee, according to 
the provisions of this Indenture or the Notes (the "Obligations"), shall be     
secured, as provided in the Pledge Agreement. Each Holder of the Notes, by its  
acceptance thereof, consents and agrees to the terms of the Pledge Agreement    
(including, without limitation, the provisions providing for foreclosure and    
release of Collateral) as the same may be in effect or may be amended from time 
to time in accordance with its terms and authorizes and directs the Collateral  
Agent to enter into the Pledge Agreement and to perform its obligations and     
exercise its rights thereunder in accordance therewith. The Company shall       
deliver to the Trustee copies of all documents delivered to the Collateral      
Agent pursuant to the Pledge Agreement, and shall cause to be done all such     
acts and things as may be necessary or proper, or as may be required by the     
provisions of the Pledge Agreement, to assure and confirm to the Trustee and    
the Collateral Agent that the security interest in the Collateral contemplated  
hereby, by the Pledge Agreement or any parts thereof, as from time to time      
constituted, so as to render the same available for the security and benefit of 
this Indenture and the Notes, secured hereby, according to the intent and       
purposes herein expressed. The Company shall cause to be taken any and all      
actions reasonably required to cause the Pledge Agreement to create and         
maintain, as security for the Obligations of the Company, hereunder, a valid    
and enforceable perfected Lien in and on all the Collateral, in favor of the    
Collateral Agent for the benefit of the Trustee and Holders and other Secured   
Parties (as defined in the Pledge Agreement), if any, and subject to no other   
Liens other than Liens permitted by Section 4.05(i) hereof.                     

      Section 11.02. Recording and Opinions. The Company shall comply with
the provisions of Section 314(b) of the Trust Indenture Act, including the      
delivery to the Trustee of any opinions relating to the perfection of the       
security interest in the Collateral created by the Pledge Agreement, to the     
extent required thereby.                                                        

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       Section 11.03. Release of Collateral. (a) Subject to subsections (b),
(c) and (d) of this Section 11.03 and the terms of the Pledge Agreement,        
Collateral may be released from the Lien and security interest created by the   
Pledge Agreement at any time or from time to time in accordance with the        
provisions of the Pledge Agreement. In addition, subject to the terms of the    
Pledge Agreement, upon the request of the Company pursuant to an Officers'      
Certificate certifying that all conditions precedent hereunder have been met    
and (at the sole cost and expense of the Company) the Collateral Agent shall    
release the Collateral that is sold, conveyed or disposed of in compliance with 
the provisions of the Pledge Agreement and this Indenture. Upon receipt of such 
Officers' Certificate, the Collateral Agent shall execute, deliver or           
acknowledge any necessary or proper instruments of termination, satisfaction or 
release to evidence the release of any Collateral permitted to be released      
pursuant to this Indenture or the Pledge Agreement, as prepared by the Company. 

         (b) No Collateral shall be released from the Lien and security interest
created by the Pledge Agreement pursuant to the provisions of the Pledge        
Agreement unless there shall have been delivered to the Collateral Agent the    
certificate required by this Section 11.03.                                     

        (c) At any time when a Default or Event of Default with respect to the
Notes of any series shall have occurred and be continuing and the maturity of   
the Notes shall have been accelerated (whether by declaration or otherwise) and 
the Trustee shall have delivered a notice of acceleration to the Collateral     
Agent, no release of Collateral pursuant to the provisions of the Pledge        
Agreement shall be effective as against the Holders of Notes.                   

        (d) The release of any Collateral from the terms of this Indenture and
the Pledge Agreement shall not be deemed to impair the security under this      
Indenture in contravention of the provisions hereof if and to the extent the    
Collateral is released pursuant to the terms of this Indenture or the terms of  
the Pledge Agreement. To the extent applicable, the Company shall cause TIA     
Section 313(b), relating to reports, and TIA Section 314(d), relating to the    
release of property or securities from the Lien and security interest of the    
Pledge Agreement and relating to the substitution therefor of any property or   
securities to be subjected to the Lien and security interest of the Pledge      
Agreement, to be complied with. Any certificate or opinion required by TIA      
Section 314(d) may be made by an Officer of the Company except in cases where   
TIA Section 314(d) requires that such certificate or opinion be made by an      
independent Person, which Person shall be an independent engineer, appraiser or 
other expert selected by the Company in a manner consistent with the            
requirements of the TIA.                                                        

       Section 11.04. Certificates of the Company. The Company shall furnish
to the Trustee and the Collateral Agent, prior to each proposed release of      
Collateral pursuant to the Pledge Agreement, (i) all documents required by TIA  
Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by         
internal                                                                        

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counsel to the Company to the effect that such accompanying documents           
constitute all documents required by TIA Section 314(d).                        

   Section 11.05. Certificates of the Trustee. In the event that the
Company wishes to release Collateral in accordance with the Pledge Agreement    
and has delivered the certificates and documents required by the Pledge         
Agreement and Sections 11.03 and 11.04 hereof and the Trustee has received, all 
documentation required by TIA Section 314(d) in connection with such release,   
and the Opinion of Counsel delivered pursuant to Section 11.04, the Trustee     
shall deliver a certificate to the Collateral Agent setting forth that it has   
received all such documentation.                                                

       Section 11.06. Authorization of Actions to be Taken by the Collateral
Agent Under the Pledge Agreement. Subject to the provisions of Sections 7.01    
and 7.02 hereof and the Pledge Agreement, the Trustee may, with the consent of  
the Holders of a majority in principal amount of the Notes of all series,       
voting as a single class, direct the Collateral Agent to take all actions it    
deems necessary or appropriate in order to (a) enforce any of the terms of the  
Pledge Agreement and (b) collect and receive any and all amounts payable in     
respect of the Obligations of the Company hereunder.                            

         Section 11.07. Authorization of Receipt of Refunds by the Trustee Under
the Pledge Agreement. The Trustee is authorized to receive any funds            
distributed under the Pledge Agreement for the benefit of all Holders, and to   
make further distributions of such funds to the Holders of Notes according to   
the provisions of this Indenture.                                               

      Section 11.08. Termination of Security Interest. Upon the payment in
full of all Obligations of the Company, under this Indenture and the Notes, or  
upon defeasance or covenant defeasance pursuant to Sections 8.01, 8.02 or 8.03  
hereof, respectively, the Trustee shall, upon receipt of an Officer's           
Certificate, deliver a certificate to the Collateral Agent to such effect, and, 
subject to the terms of the Pledge Agreement, instruct the Collateral Agent to  
release the Liens pursuant to this Indenture and the Pledge Agreement.          

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SIGNATURES

        IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be
duly executed as of the date first written above.                               

                                IPALCO ENTERPRISES, INC.
                 as Issuer

                                  By:  /s/ William H. Henley
                                              --------------------------------
                                        Name:  William H. Henley
                                Title: President

                                      BANK ONE, NATIONAL ASSOCIATION
                  as Trustee

                         By: /s/ Jason Fry
                                              --------------------------------
                              Name:  Jason Fry
                                       Title: Authorized Officer

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                                                                   EXHIBIT A-1

[FACE OF NOTE]

IPALCO Enterprises, Inc.

7.375% Senior Secured Note Due 2008 

                                                  [CUSIP]  [144A]:  462613 AA8
                                                [ISIN]  [144A]: US 462613 AA82

                                                  [CUSIP]  [Reg S]:  U4607XAA1
                                                [ISIN]  [Reg S]:  USU4607XAA10

                                            [CUSIP]  [Registered]:  462613 AB6
                                          [ISIN]  [Registered]:  US462613 AB65

No.                                                                $375,000,000 

        IPALCO Enterprises, Inc., an Indiana corporation (the "Company", which
term includes any successor under the Indenture hereinafter referred to), for   
value received, promises to pay to [Cede & Co.], or its registered assigns, the 
principal sum of THREE HUNDRED SEVENTY FIVE MILLION DOLLARS ($375,000,000) [or  
such other amount as indicated on the Schedule of Exchange of Notes attached    
hereto] on November 14, 2008.                                                   

    Initial Interest Rate:  7.375% per annum (subject to adjustment as
provided herein).                                                             

Interest Payment Dates:  May 15 and November 15, commencing   
May 15, 2002.                                                                 

Regular Record Dates:  May 1 and November 1.                  

     Reference is hereby make to the further provisions of this Note set
forth on the reverse hereof, which will for all purposes have the same effect   
as if set forth at this place.                                                  

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   IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.                       

Date:  November 14, 2001                    IPALCO ENTERPRISES, INC.            

           By:
                                              --------------------------------
                   Name:
                    Title:

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(Form of Trustee's Certificate of Authentication) 

This is one of the 7.375% Senior Secured Notes Due 2008 described in the        
Indenture referred to in this Note.                                             

                                  Bank One, National Association, as Trustee

By:     
                                        --------------------------------------
                        Authorized Signatory

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[REVERSE SIDE OF NOTE]

IPALCO Enterprises, Inc.

7.375% Senior Secured Note Due 2008 

1.       Principal and Interest.                                                

        The Company promises to pay the principal of this Note on November 14,
2008.                                                                           

      The Company promises to pay interest on the principal amount of this
Note on each interest payment date, as set forth on the face of this Note, and  
at maturity at the rate of 7.375% per annum subject to adjustment as provided   
below.                                                                          

        Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the May 1 or November 1 immediately preceding 
the interest payment date) on each interest payment date, commencing May 15,    
2002.                                                                           

The Holder of this Note is entitled to the benefits of the    
Registration Rights Agreement, dated November 14, 2001, between the Company and 
the Initial Purchasers named therein (the "Registration Rights Agreement"). In  
the event that neither the Exchange Offer Registration Statement (as defined in 
the Registration Rights Agreement) nor the Shelf Registration Statement (as     
defined in the Registration Rights Agreement) is declared effective on or prior 
to the date that is 210 days after the Issue Date (the "Effectiveness           
Deadline"), the interest rate on this Note will increase by a rate of 0.50% per 
annum until the Exchange Offer Registration Statement or the Shelf Registration 
Statement is declared effective by the Commission. If the Exchange Offer        
Registration Statement is declared effective but the Exchange Offer is not      
consummated on or prior to the earlier to occur of 30 Business Days after the   
date of effectiveness of the Exchange Offer Registration Statement or 30 days   
after the Effectiveness Deadline, the interest rate on this Note will increase  
by a rate of 0.50% per annum until the Exchange Offer is consummated. The       
interest rate on this Note will not increase by more than 0.50% per annum       
pursuant to the provisions of this paragraph notwithstanding the Company's      
failure to meet more than one of these requirements.                            

  The annual interest rate payable on this Note will be subject to
adjustment from time to time if either Moody's Investment Service, Inc.         
("Moody's") or Standard & Poor's Ratings Group ("S&P"), or both, downgrades the 
Rating (as defined in the Indenture described below) ascribed to the Notes (as  
defined in the Indenture) as follows:                                           

        (a)      If the Rating ascribed to the Notes from Moody's is decreased
          below Baa3, the annual interest rate on this Note will
increase by 0.50%.                          

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(b)      In addition,                                         

               (i)      (x) if during the first 90 days following November
                        14, 2001 (the "Issue Date") the Rating ascribed to
                          the Notes from S&P is decreased below BBB-, then the
                        annual interest rate on this Note will increase by
                         1.00% and (y) if during the first 90 days following
                          the Issue Date the Rating ascribed to the Notes from
                         S&P is decreased below BBB-, and if the Rating from
                       S&P is decreased below BB+ whether during such 90
                        day period or thereafter, then the annual interest
                      rate on this Note will increase by an additional
0.50%, or                 

                (ii)     if (1) there was no increase in the annual interest
                          rate on this Note as a result of clause (b)(i) above
                       during the first 90 days following the Issue Date
                          and (2) the Rating ascribed to the Notes from S&P is
                         decreased below BBB-, then the annual interest rate
          on this Note will increase by 0.50%.

Each adjustment to the annual interest rate of this Note required by any        
decrease in a Rating described in clause (a) or (b) above, whether occasioned   
by the action of Moody's or S&P, or both, shall be made independent of any and  
all other adjustments. If Moody's or S&P subsequently increases its Rating      
ascribed to the Notes to any of the thresholds set forth under clause (a),      
(b)(i)(y) or (b)(ii) above or higher, the annual interest rate on this Note     
will be readjusted downwards by the percentage set forth in such clause. If the 
annual interest rate on this Note is increased as a result of clause (b)(i)(x)  
above, the annual interest rate on this Note will not be adjusted downwards by  
the percentage set forth in such clause even if S&P subsequently increases the  
Rating ascribed to the Notes to BBB- or above. If the annual interest rate on   
this Note is increased as a result of clauses (a) and (b)(i) above, the total   
increase in the annual interest rate on this Note pursuant to these interest    
rate adjustment provisions shall not exceed 2.00%, or if the annual interest    
rate on this Note is increased as a result of clauses (a) and (b)(ii) above,    
the total increase in the annual interest rate on this Note pursuant to these   
interest rate adjustment provisions shall not exceed 1.00%. In no event shall   
the interest rate for this Note be reduced to below the annual interest rate    
set forth on the face of this Note. Any interest rate increase or decrease, as  
described in this paragraph, will take effect from the first day of the first   
interest period following the interest period during which a Ratings change     
requires an adjustment in the annual interest rate. The Company will notify the 
Trustee of any change in a Rating ascribed to the Notes by either Moody's or    
S&P which requires an increase or decrease in the annual interest rate on this  
Note.                                                                           

      Interest on this Note will accrue from the most recent date to which
interest has been paid on this Note [or the Note surrendered in exchange for    
this Note]1 (or, if there is no existing default in the payment of interest and 
if this Note                                                                    

---------                                                                       
1    Include only for Exchange Note.                                            

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is authenticated between a regular record date and the next interest payment    
date, from such interest payment date) or, if no interest has been paid, from   
the Issue Date. Interest will be computed in the basis of a 360-day year of     
twelve 30-day months.                                                           

      The Company will pay interest on overdue principal, premium, if any,
and, to the extent lawful, interest at a rate per annum that is 1% in excess of 
7.375%. Interest not paid when due and any interest on principal, premium or    
interest not paid when due will be paid to the Persons that are Holders on a    
special record date, which will be the 15th day preceding the date fixed by the 
Company for the payment of such interest, whether or not such day is a Business 
Day. At least 15 days before a special record date, the Company will send to    
each Holder and to the Trustee a notice that sets forth the special record      
date, the payment date and the amount of interest to be paid.                   

2.       Indenture.                                                             

 This is one of the Series of Notes designated as "7.375% Senior
Secured Notes due 2008" (the "2008 Notes") issued under an Indenture dated as   
of November 14, 2001 (as amended from time to time, the "Indenture"), between   
the Company and Bank One, National Association, as Trustee. Another series of   
Notes designated as "7.625% Senior Secured Notes due 2011" (the "2011 Notes")   
have also been issued under the Indenture. Capitalized terms used herein are    
used as defined in the Indenture unless otherwise indicated. The terms of the   
Notes include those stated in the Indenture and those made part of the          
Indenture by reference to the Trust Indenture Act. The Notes are subject to all 
such terms, and Holders are referred to the Indenture and the Trust Indenture   
Act for a statement of all such terms. To the extent permitted by applicable    
law, in the event of any inconsistency between the terms of this Note and the   
terms of the Indenture, the terms of the Indenture will control.                

      The Notes are general unsubordinated obligations of the Company. The
Notes are secured by a pledge by the Company of all of the outstanding common   
stock of the Company's principal subsidiary, Indianapolis Power & Light         
Company, pursuant to a Pledge Agreement dated November 14, 2001 between the     
Company and Bank One, National Association, as Collateral Agent. The Indenture  
limits the original aggregate principal amount of the 2008 Notes to             
$375,000,000, and the original aggregate principal amount of the 2011 Notes to  
$375,000,000, but Additional Notes of any series may be issued pursuant to the  
Indenture, and the originally issued Notes of each series and all such          
Additional Notes of such series will be considered the same series of Notes.    
Depending on the circumstances, the Indenture provides that each series of      
Notes shall vote as a separate class or that both series of Notes will vote     
together as a single class.                                                     

3.       Redemption; Discharge Prior to Redemption or Maturity.                 

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      This Note is subject to optional redemption, as further described in
the Indenture. There is no sinking fund or mandatory redemption applicable to   
this Note.                                                                      

   If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if    
any, and accrued interest on the Notes of any series to redemption or maturity, 
the Company may in certain circumstances be discharged from the Indenture with  
respect to such series of Notes and such Notes or may be discharged from        
certain of its obligations under certain provisions of the Indenture with       
respect to such series of Notes.                                                

4.       Registered Form; Denominations; Transfer; Exchange.                    

      The Notes are in registered form without coupons in denominations of
$1,000 principal amount and any multiple of $1,000 in excess thereof. A Holder  
may register the transfer or exchange of Notes in accordance with the           
Indenture. The Trustee may require a Holder to furnish appropriate endorsements 
and transfer documents and to pay any taxes and fees required by law or         
permitted by the Indenture. Pursuant to the Indenture, there are certain        
periods during which the Trustee will not be required to issue, register the    
transfer of or exchange any Note or certain portions of a Note.                 

5.       Defaults and Remedies.                                                 

      If an Event of Default, as defined in the Indenture, with respect to
any series of Notes occurs and is continuing, the Trustee or the Holders of at  
least 25% in principal amount of the Notes of that series may declare all the   
Notes of that series to be due and payable. If a bankruptcy or insolvency       
default with respect to the Company occurs and is continuing, the Notes         
automatically become due and payable. Holders of any series of Notes may not    
enforce the Indenture or the Notes of such series except as provided in the     
Indenture. The Trustee may require indemnity satisfactory to it before it       
enforces the Indenture or any series of Notes. Subject to certain limitations,  
Holders of a majority in principal amount of any series of Notes then           
outstanding may direct the Trustee in its exercise of remedies.                 

6.       Amendment and Waiver.                                                  

  Subject to certain exceptions, the Indenture with respect to any
series of Notes and such Notes may be amended, or default may be waived, with   
the consent of the Holders of a majority in principal amount of the outstanding 
Notes of that series. Without notice to or the consent of any Holder, the       
Company and the Trustee may amend or supplement the Indenture or the Notes of   
any series to, among other things, cure any ambiguity, defect or inconsistency. 

7.       Authentication.                                                        

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    This Note is not valid until the Trustee (or Authenticating Agent)
signs the certificate of authentication on the other side of this Note.         

8.       Abbreviations.                                                         

   Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the     
entireties), JT TEN (= joint tenants with right of survivorship and not as      
tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors  
Act).                                                                           

     The Company will furnish a copy of the Indenture to any Holder upon
written request and without charge.                                             

A-1-8 

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[FORM OF TRANSFER NOTICE] 

      FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto                                                  

Insert Taxpayer Identification No.                                              

------------------------------------------------------------------------------- 

------------------------------------------------------------------------------- 
Please print or typewrite name and address including zip code of assignee 

------------------------------------------------------------------------------- 

------------------------------------------------------------------------------- 
the within Note and all rights thereunder, hereby irrevocably constituting  
and appointing

attorney to transfer said Note on the books of the Company with full power of   
substitution in the premises.                                                   

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[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL                                  
CERTIFICATES BEARING A RESTRICTED LEGEND]                                       

 In connection with any transfer of this Note occurring prior to
November 14, 2003, the undersigned confirms that such transfer is made without  
utilizing any general solicitation or general advertising and further as        
follows:                                                                        

Check One 

|_| (1) This Note is being transferred to a "qualified institutional buyer" in  
compliance with Rule 144A under the Securities Act of 1933, as amended and      
certification in the form of Exhibit E to the Indenture is being furnished      
herewith.                                                                       

|_| (2) This Note is being transferred to a Non-U.S. Person in compliance with  
the exemption from registration under the Securities Act of 1933, as amended,   
provided by Regulation S thereunder, and certification in the form of Exhibit D 
to the Indenture is being furnished herewith.                                   

or

|_| (3) This Note is being transferred other than in accordance with (1) or (2) 
above and documents are being furnished which comply with the conditions of     
transfer set forth in this Note and the Indenture.                              

If none of the foregoing boxes is checked, the Trustee is not 
obligated to register this Note in the name of any Person other than the Holder 
hereof unless and until the conditions to any such transfer of registration set 
forth herein and in the Indenture have been satisfied.                          

Date:____________________                                                       
                                                     ___________________________
                                Seller

                                                     By_________________________

                                NOTICE: The signature to this assignment
                                must correspond with the name as written
                             upon the face of the within-mentioned
                               instrument in every particular, without
                            alteration or any change whatsoever.

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Signature Guarantee:2 ______________________________________                    

  By____________________________________
  To be executed by an executive officer

---------                                                                       
2   Signatures must be guaranteed by an "eligible guarantor institution"        
meeting the requirements of the Registrar, which requirements include   
membership or participation in the Note Transfer Agent Medallion        
Program ("STAMP") or such other "signature guarantee program" as may    
be determined by the Registrar in addition to, or in substitution for,  
STAMP, all in accordance with the Securities Exchange Act of 1934, as   
amended.                                                                

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OPTION OF HOLDER TO ELECT PURCHASE

       If you wish to have this Note purchased by the Company pursuant to an
Offer to Purchase pursuant to Section 5.01 of the Indenture, check the Box: |_| 

     If you wish to have a portion of this Note purchased by the Company
pursuant to an Offer to Purchase pursuant to Section 5.01 of the Indenture,     
state the amount (in principal amount): $________________.                      

Date:________________                                                           

Your Signature:________________________________________________________________ 
              (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:3 ___________________________                               

---------                                                                       
3    Signatures must be guaranteed by an "eligible guarantor institution"       
meeting the requirements of the Registrar, which requirements include 
membership or participation in the Note Transfer Agent Medallion      
Program ("STAMP") or such other "signature guarantee program" as may  
be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as 
amended.                                                              

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SCHEDULE OF EXCHANGES OF NOTES4 

The following exchanges of a part of this Global Note for Physical Notes or a   
part of another Global Note have been made:                                     

                                                        [Enlarge/Download Table]
                     Amount of         Amount of      Principal amount                     
                    decrease in       increase in      of this Global                      
                  principal amount  principal amount   Note following       Signature of   
                   of this Global    of this Global   such decrease (or      authorized    
Date of Exchange        Note              Note            increase)      officer of Trustee
----------------  ----------------  ----------------  -----------------  ------------------
                                                                                           


---------                                                                       
4    For Global Notes                                                           

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                                                                   EXHIBIT A-2

[FACE OF NOTE]

IPALCO Enterprises, Inc.

7.625% Senior Secured Note Due 2011 

                                                  [CUSIP]  [144A]:  462613 AC4
                                                [ISIN]  [144A]: US 462613 AC49

                                                  [CUSIP]  [Reg S]:  U4607XAB9
                                                [ISIN]  [Reg S]:  USU4607XAB92

                                            [CUSIP]  [Registered]:  462613 AD2
                                          [ISIN]  [Registered]:  US462613 AD22

No.                                                                $375,000,000 

        IPALCO Enterprises, Inc., an Indiana corporation (the "Company", which
term includes any successor under the Indenture hereinafter referred to), for   
value received, promises to pay to [Cede & Co.], or its registered assigns, the 
principal sum of THREE HUNDRED SEVENTY FIVE MILLION DOLLARS ($375,000,000) [or  
such other amount as indicated on the Schedule of Exchange of Notes attached    
hereto] on November 14, 2011.                                                   

    Initial Interest Rate:  7.625% per annum (subject to adjustment as
provided herein).                                                             

Interest Payment Dates:  May 15 and November 15, commencing   
May 15, 2002.                                                                   

Regular Record Dates:  May 1 and November 1.                  

     Reference is hereby make to the further provisions of this Note set
forth on the reverse hereof, which will for all purposes have the same effect   
as if set forth at this place.                                                  

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   IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.                       

Date:  November 14, 2001                    IPALCO ENTERPRISES, INC.            

           By:
                                              --------------------------------
                   Name:
                    Title:

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(Form of Trustee's Certificate of Authentication) 

This is one of the 7.625% Senior Secured Notes Due 2011 described in the        
Indenture referred to in this Note.                                             

                                  Bank One, National Association, as Trustee

By:     
                                       -----------------------------------------
                    Authorized Signatory

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[REVERSE SIDE OF NOTE]

IPALCO Enterprises, Inc.

7.625% Senior Secured Note Due 2011 

1.       Principal and Interest.                                                

        The Company promises to pay the principal of this Note on November 14,
2011.                                                                           

      The Company promises to pay interest on the principal amount of this
Note on each interest payment date, as set forth on the face of this Note, and  
at maturity at the rate of 7.625% per annum subject to adjustment as provided   
below.                                                                          

        Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the May 1 or November 1 immediately preceding 
the interest payment date) on each interest payment date, commencing May 15,    
2002.                                                                           

The Holder of this Note is entitled to the benefits of the    
Registration Rights Agreement, dated November 14, 2001, between the Company and 
the Initial Purchasers named therein (the "Registration Rights Agreement"). In  
the event that neither the Exchange Offer Registration Statement (as defined in 
the Registration Rights Agreement) nor the Shelf Registration Statement (as     
defined in the Registration Rights Agreement) is declared effective on or prior 
to the date that is 210 days after the Issue Date (the "Effectiveness           
Deadline"), the interest rate on this Note will increase by a rate of 0.50% per 
annum until the Exchange Offer Registration Statement or the Shelf Registration 
Statement is declared effective by the Commission. If the Exchange Offer        
Registration Statement is declared effective but the Exchange Offer is not      
consummated on or prior to the earlier to occur of 30 Business Days after the   
date of effectiveness of the Exchange Offer Registration Statement or 30 days   
after the Effectiveness Deadline, the interest rate on this Note will increase  
by a rate of 0.50% per annum until the Exchange Offer is consummated. The       
interest rate on this Note will not increase by more than 0.50% per annum       
pursuant to the provisions of this paragraph notwithstanding the Company's      
failure to meet more than one of these requirements.                            

  The annual interest rate payable on this Note will be subject to
adjustment from time to time if either Moody's Investment Service, Inc.         
("Moody's") or Standard & Poor's Ratings Group ("S&P"), or both, downgrades the 
Rating (as defined in the Indenture described below) ascribed to the Notes (as  
defined in the Indenture) as follows:                                           

        (a)      If the Rating ascribed to the Notes from Moody's is decreased
          below Baa3, the annual interest rate on this Note will
increase by 0.50%.                          

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(b)      In addition,                                         

               (i)      (x) if during the first 90 days following November
                        14, 2001 (the "Issue Date") the Rating ascribed to
                          the Notes from S&P is decreased below BBB-, then the
                        annual interest rate on this Note will increase by
                         1.00% and (y) if during the first 90 days following
                          the Issue Date the Rating ascribed to the Notes from
                         S&P is decreased below BBB-, and if the Rating from
                       S&P is decreased below BB+ whether during such 90
                        day period or thereafter, then the annual interest
                      rate on this Note will increase by an additional
0.50%, or                 

                (ii)     if (1) there was no increase in the annual interest
                          rate on this Note as a result of clause (b)(i) above
                       during the first 90 days following the Issue Date
                          and (2) the Rating ascribed to the Notes from S&P is
                         decreased below BBB-, then the annual interest rate
          on this Note will increase by 0.50%.

Each adjustment to the annual interest rate of this Note required by any        
decrease in a Rating described in clause (a) or (b) above, whether occasioned   
by the action of Moody's or S&P, or both, shall be made independent of any and  
all other adjustments. If Moody's or S&P subsequently increases its Rating      
ascribed to the Notes to any of the thresholds set forth under clause (a),      
(b)(i)(y) or (b)(ii) above or higher, the annual interest rate on this Note     
will be readjusted downwards by the percentage set forth in such clause. If the 
annual interest rate on this Note is increased as a result of clause (b)(i)(x)  
above, the annual interest rate on this Note will not be adjusted downwards by  
the percentage set forth in such clause even if S&P subsequently increases the  
Rating ascribed to the Notes to BBB- or above. If the annual interest rate on   
this Note is increased as a result of clauses (a) and (b)(i) above, the total   
increase in the annual interest rate on this Note pursuant to these interest    
rate adjustment provisions shall not exceed 2.00%, or if the annual interest    
rate on this Note is increased as a result of clauses (a) and (b)(ii) above,    
the total increase in the annual interest rate on this Note pursuant to these   
interest rate adjustment provisions shall not exceed 1.00%. In no event shall   
the interest rate for this Note be reduced to below the annual interest rate    
set forth on the face of this Note. Any interest rate increase or decrease, as  
described in this paragraph, will take effect from the first day of the first   
interest period following the interest period during which a Ratings change     
requires an adjustment in the annual interest rate. The Company will notify the 
Trustee of any change in a Rating ascribed to the Notes by either Moody's or    
S&P which requires an increase or decrease in the annual interest rate on this  
Note.                                                                           

      Interest on this Note will accrue from the most recent date to which
interest has been paid on this Note [or the Note surrendered in exchange for    
this Note]1 (or, if there is no existing default in the payment of interest and 
if this Note                                                                    

---------                                                                       
1    Include only for Exchange Note.                                            

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is authenticated between a regular record date and the next interest payment    
date, from such interest payment date) or, if no interest has been paid, from   
the Issue Date. Interest will be computed in the basis of a 360-day year of     
twelve 30-day months.                                                           

      The Company will pay interest on overdue principal, premium, if any,
and, to the extent lawful, interest at a rate per annum that is 1% in excess of 
7.375%. Interest not paid when due and any interest on principal, premium or    
interest not paid when due will be paid to the Persons that are Holders on a    
special record date, which will be the 15th day preceding the date fixed by the 
Company for the payment of such interest, whether or not such day is a Business 
Day. At least 15 days before a special record date, the Company will send to    
each Holder and to the Trustee a notice that sets forth the special record      
date, the payment date and the amount of interest to be paid.                   

2.       Indenture.                                                             

 This is one of the Series of Notes designated as "7.625% Senior
Secured Notes due 2011" (the "2011 Notes") issued under an Indenture dated as   
of November 14, 2001 (as amended from time to time, the "Indenture"), between   
the Company and Bank One, National Association, as Trustee. Another series of   
Notes designated as "7.375% Senior Secured Notes due 2008" (the "2008 Notes")   
have also been issued under the Indenture. Capitalized terms used herein are    
used as defined in the Indenture unless otherwise indicated. The terms of the   
Notes include those stated in the Indenture and those made part of the          
Indenture by reference to the Trust Indenture Act. The Notes are subject to all 
such terms, and Holders are referred to the Indenture and the Trust Indenture   
Act for a statement of all such terms. To the extent permitted by applicable    
law, in the event of any inconsistency between the terms of this Note and the   
terms of the Indenture, the terms of the Indenture will control.                

      The Notes are general unsubordinated obligations of the Company. The
Notes are secured by a pledge by the Company of all of the outstanding common   
stock of the Company's principal subsidiary, Indianapolis Power & Light         
Company, pursuant to a Pledge Agreement dated November 14, 2001 between the     
Company and Bank One, National Association, as Collateral Agent. The Indenture  
limits the original aggregate principal amount of the 2008 Notes to             
$375,000,000, and the original aggregate principal amount of the 2011 Notes to  
$375,000,000, but Additional Notes of any series may be issued pursuant to the  
Indenture, and the originally issued Notes of each series and all such          
Additional Notes of such series will be considered the same series of Notes.    
Depending on the circumstances, the Indenture provides that each series of      
Notes shall vote as a separate class or that both series of Notes will vote     
together as a single class.                                                     

3.       Redemption; Discharge Prior to Redemption or Maturity.                 

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      This Note is subject to optional redemption, as further described in
the Indenture. There is no sinking fund or mandatory redemption applicable to   
this Note.                                                                      

   If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if    
any, and accrued interest on the Notes of any series to redemption or maturity, 
the Company may in certain circumstances be discharged from the Indenture with  
respect to such series of Notes and such Notes or may be discharged from        
certain of its obligations under certain provisions of the Indenture with       
respect to such series of Notes.                                                

4.       Registered Form; Denominations; Transfer; Exchange.                    

      The Notes are in registered form without coupons in denominations of
$1,000 principal amount and any multiple of $1,000 in excess thereof. A Holder  
may register the transfer or exchange of Notes in accordance with the           
Indenture. The Trustee may require a Holder to furnish appropriate endorsements 
and transfer documents and to pay any taxes and fees required by law or         
permitted by the Indenture. Pursuant to the Indenture, there are certain        
periods during which the Trustee will not be required to issue, register the    
transfer of or exchange any Note or certain portions of a Note.                 

5.       Defaults and Remedies.                                                 

      If an Event of Default, as defined in the Indenture, with respect to
any series of Notes occurs and is continuing, the Trustee or the Holders of at  
least 25% in principal amount of the Notes of that series may declare all the   
Notes of that series to be due and payable. If a bankruptcy or insolvency       
default with respect to the Company occurs and is continuing, the Notes         
automatically become due and payable. Holders of any series of Notes may not    
enforce the Indenture or the Notes of such series except as provided in the     
Indenture. The Trustee may require indemnity satisfactory to it before it       
enforces the Indenture or any series of Notes. Subject to certain limitations,  
Holders of a majority in principal amount of any series of Notes then           
outstanding may direct the Trustee in its exercise of remedies.                 

6.       Amendment and Waiver.                                                  

  Subject to certain exceptions, the Indenture with respect to any
series of Notes and such Notes may be amended, or default may be waived, with   
the consent of the Holders of a majority in principal amount of the outstanding 
Notes of that series. Without notice to or the consent of any Holder, the       
Company and the Trustee may amend or supplement the Indenture or the Notes of   
any series to, among other things, cure any ambiguity, defect or inconsistency. 

7.       Authentication.                                                        

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    This Note is not valid until the Trustee (or Authenticating Agent)
signs the certificate of authentication on the other side of this Note.         

8.       Abbreviations.                                                         

   Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the     
entireties), JT TEN (= joint tenants with right of survivorship and not as      
tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors  
Act).                                                                           

     The Company will furnish a copy of the Indenture to any Holder upon
written request and without charge.                                             

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[FORM OF TRANSFER NOTICE] 

      FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto                                                  

Insert Taxpayer Identification No.                                              

------------------------------------------------------------------------------- 

------------------------------------------------------------------------------- 
Please print or typewrite name and address including zip code of assignee 

------------------------------------------------------------------------------- 

------------------------------------------------------------------------------- 
the within Note and all rights thereunder, hereby irrevocably constituting  
and appointing

attorney to transfer said Note on the books of the Company with full power of   
substitution in the premises.                                                   

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[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL                                  
CERTIFICATES BEARING A RESTRICTED LEGEND]                                       

 In connection with any transfer of this Note occurring prior to
November 14, 2003, the undersigned confirms that such transfer is made without  
utilizing any general solicitation or general advertising and further as        
follows:                                                                        

Check One 

|_| (1) This Note is being transferred to a "qualified institutional buyer" in  
compliance with Rule 144A under the Securities Act of 1933, as amended and      
certification in the form of Exhibit E to the Indenture is being furnished      
herewith.                                                                       

|_| (2) This Note is being transferred to a Non-U.S. Person in compliance with  
the exemption from registration under the Securities Act of 1933, as amended,   
provided by Regulation S thereunder, and certification in the form of Exhibit D 
to the Indenture is being furnished herewith.                                   

or

|_| (3) This Note is being transferred other than in accordance with (1) or (2) 
above and documents are being furnished which comply with the conditions of     
transfer set forth in this Note and the Indenture.                              

If none of the foregoing boxes is checked, the Trustee is not 
obligated to register this Note in the name of any Person other than the Holder 
hereof unless and until the conditions to any such transfer of registration set 
forth herein and in the Indenture have been satisfied.                          

Date:____________________                                                       
                                                    __________________________
                                Seller

                                                    By________________________

                                NOTICE: The signature to this assignment
                                must correspond with the name as written
                             upon the face of the within-mentioned
                               instrument in every particular, without
                            alteration or any change whatsoever.

A-2-10  

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Signature Guarantee:2 ______________________________________                    

  By____________________________________
  To be executed by an executive officer

---------                                                                       
2   Signatures must be guaranteed by an "eligible guarantor institution"        
meeting the requirements of the Registrar, which requirements include   
membership or participation in the Note Transfer Agent Medallion        
Program ("STAMP") or such other "signature guarantee program" as may    
be determined by the Registrar in addition to, or in substitution for,  
STAMP, all in accordance with the Securities Exchange Act of 1934, as   
amended.                                                                

A-2-11  

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OPTION OF HOLDER TO ELECT PURCHASE

       If you wish to have this Note purchased by the Company pursuant to an
Offer to Purchase pursuant to Section 5.01 of the Indenture, check the Box: |_| 

     If you wish to have a portion of this Note purchased by the Company
pursuant to an Offer to Purchase pursuant to Section 5.01 of the Indenture,     
state the amount (in principal amount): $________________.                      

Date:________________                                                           

Your Signature:________________________________________________________________ 
            (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:3 ___________________________                               

---------                                                                       
3   Signatures must be guaranteed by an "eligible guarantor institution"        
meeting the requirements of the Registrar, which requirements include   
membership or participation in the Note Transfer Agent Medallion        
Program ("STAMP") or such other "signature guarantee program" as may    
be determined by the Registrar in addition to, or in substitution for,  
STAMP, all in accordance with the Securities Exchange Act of 1934, as   
amended.                                                                

A-2-12  

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SCHEDULE OF EXCHANGES OF NOTES4 

The following exchanges of a part of this Global Note for Physical Notes or a   
part of another Global Note have been made:                                     

                                                        [Enlarge/Download Table]
                     Amount of         Amount of      Principal amount                     
                    decrease in       increase in      of this Global                      
                  principal amount  principal amount   Note following       Signature of   
                   of this Global    of this Global   such decrease (or      authorized    
Date of Exchange        Note              Note            increase)      officer of Trustee
----------------  ----------------  ----------------  -----------------  ------------------
                                                                                           


---------                                                                       
4    For Global Notes                                                           

A-2-13  

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                                                                     EXHIBIT B

RESTRICTED LEGEND 

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR        
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS  
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER             

(1)      REPRESENTS THAT                                      

                 (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
 INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE
       SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
RESPECT TO EACH SUCH ACCOUNT, OR                              

                 (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT) AND                               

   (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, 
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS 
OF ANY STATE OF THE UNITED STATES AND ONLY                                      

(A)      TO THE COMPANY,                    

           (B)      PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BECOME EFFECTIVE UNDER THE SECURITIES ACT,                  

             (C)      TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT,                    

               (D)      IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 OF REGULATION S UNDER THE SECURITIES ACT,               

                (E)      PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
         BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.   

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PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE  
COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,      
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO      
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE       
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE  
AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION          
REQUIREMENTS OF THE SECURITIES ACT.                                             

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                                                                     EXHIBIT C

DTC LEGEND

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY 
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY         
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER     
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS 
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED     
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR   
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.                           

      TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH        
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED   
TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.  

C-1 

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                                                                     EXHIBIT D

Regulation S Certificate

                                                               ---------, ----

Bank One, National Association                                                  
[ADDRESS OF TRUSTEE]                                                            
Attention: Corporate Trust Administration                                       

Re:      IPALCO Enterprises, Inc.                             
        [7.375% Senior Secured Notes due 2008 (the "Notes")]
        [7.625% Senior Secured Notes due 2011 (the "Notes")]
         Issued under the Indenture (the "Indenture") dated as
of November 14, 2001, relating to the Notes 
         -----------------------------------------------------

Dear Sirs:                                                                      

Terms are used in this Certificate as used in Regulation S    
("Regulation S") under the Securities Act of 1933, as amended (the "Securities  
Act"), except as otherwise stated herein.                                       

[CHECK A OR B AS APPLICABLE.]                                 

     |_|  A.  This Certificate relates to our proposed transfer of $____
             principal amount of Notes issued under the Indenture.  We
hereby certify as follows:                  

                 1.       The offer and sale of the Notes was not and will not
                      be made to a person in the United States (unless
                          such person is excluded from the definition of "U.S.
                   person" pursuant to Rule 902(k)(2)(vi) or the
                  account held by it for which it is acting is
                   excluded from the definition of "U.S. person"
             pursuant to Rule 902(k)(2)(i) under the
                         circumstances described in Rule 902(g)(3)) and such
                         offer and sale was not and will not be specifically
                        targeted at an identifiable group of U.S. citizens
abroad.                   

      2.       Unless the circumstances described in the
                        parenthetical in paragraph 1 above are applicable,
                          either (a) at the time the buy order was originated,
                       the buyer was outside the United States or we and
                         any person acting on our behalf reasonably believed
                         that the buyer was outside the United States or (b)
                        the transaction was executed in, on or through the
                    facilities of a designated offshore securities
                         market, and neither we nor any person acting on our
behalf knows that         

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                      the transaction was pre-arranged with a buyer in
the United States.        

              3.       Neither we, any of our affiliates, nor any person
                         acting on our or their behalf has made any directed
                          selling efforts in the United States with respect to
the Notes.                

                 4.       The proposed transfer of Notes is not part of a plan
                         or scheme to evade the registration requirements of
the Securities Act.       

               5.       If we are a dealer or a person receiving a selling
                         concession, fee or other remuneration in respect of
                      the Notes, and the proposed transfer takes place
                     during the Restricted Period (as defined in the
                         Indenture), or we are an officer or director of the
                        Company or an Initial Purchaser (as defined in the
                          Indenture), we certify that the proposed transfer is
                          being made in accordance with the provisions of Rule
904(b) of Regulation S.   

     |_|  B.  This Certificate relates to our proposed exchange of $____
               principal amount of Notes issued under the Indenture for an
                equal principal amount of Notes to be held by us.  We hereby
certify as follows:                         

                 1.       At the time the offer and sale of the Notes was made
                        to us, either (i) we were not in the United States
                     or (ii) we were excluded from the definition of
                         "U.S. person" pursuant to Rule 902(k)(2)(vi) or the
                 account held by us for which we were acting
                       was excluded from the definition of "U.S. person"
                           pursuant to Rule 902(k)(2)(i) under the circumstances
                           described in Rule 902(g)(3); and we were not a member
                       of an identifiable group of U.S. citizens abroad.

            2.       Unless the circumstances described in paragraph
                        1(ii) above are applicable, either (a) at the time
                       our buy order was originated, we were outside the
                       United States or (b) the transaction was executed
                      in, on or through the facilities of a designated
               offshore securities market and we did not
                       pre-arrange the transaction in the United States.

                 3.       The proposed exchange of Notes is not part of a plan
                         or scheme to evade the registration requirements of
the Securities Act.       

        You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any      

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interested party in any administrative or legal proceeding or official inquiry  
with respect to the matters covered hereby.                                     

Very truly yours, 

             [NAME OF SELLER (FOR TRANSFERS)
             OR OWNER (FOR EXCHANGES)]

By:               
                                --------------------------------------------
Name:     
Title:    
Address:  

Date:  _______________________                                                  

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                                                                     EXHIBIT E

Rule 144A Certificate 

                                                               ---------, ----

Bank One, National Association                                                  
[ADDRESS OF TRUSTEE]                                                            
Attention: Corporate Trust Administration                                       

Re:      IPALCO Enterprises, Inc.                             
        [7.375% Senior Secured Notes due 2008 (the "Notes")]
        [7.625% Senior Secured Notes due 2011 (the "Notes")]
         Issued under the Indenture (the "Indenture") dated as
of November 14, 2001, relating to the Notes 
         -----------------------------------------------------

Ladies and Gentlemen:                                                           

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.         

This Certificate relates to:                                  

[CHECK A OR B AS APPLICABLE.]                                 

   |_|  A.  Our proposed purchase of $____ principal amount of Notes
issued under the Indenture.                 

   |_|  B.  Our proposed exchange of $____ principal amount of Notes
            issued under the Indenture for an equal principal amount
of Notes to be held by us.                  

    We and, if applicable, each account for which we are acting in the
aggregate owned and invested more than $100,000,000 in securities of issuers    
that are not affiliated with us (or such accounts, if applicable), as of        
_________, 200_, which is a date on or since close of our most recent fiscal    
year. We and, if applicable, each account for which we are acting, are a        
qualified institutional buyer within the meaning of Rule 144A ("Rule 144A")     
under the Securities Act of 1933, as amended (the "Securities Act"). If we are  
acting on behalf of an account, we exercise sole investment discretion with     
respect to such account. We are aware that the transfer of Notes to us, or such 
exchange, as applicable, is being made in reliance upon the exemption from the  
provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to   
the date of this Certificate we have received such information regarding the    
Company as we have requested pursuant to Rule 144A(d)(4) or have determined not 
to request such information.                                                    

        You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any      

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interested party in any administrative or legal proceeding or official inquiry  
with respect to the matters covered hereby.                                     

Very truly yours, 

     [NAME OF PURCHASER (FOR
            TRANSFERS) OR OWNER (FOR
EXCHANGES)] 

By:               
                                --------------------------------------------
Name:       
Title:      
Address:    
Date:  _____________________                                                    

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                                                                     EXHIBIT F

[COMPLETE FORM I OR FORM II AS APPLICABLE.] 

[FORM I]

Certificate of Beneficial Ownership 

To:      Bank One, National Association                                         
[ADDRESS OF TRUSTEE]                                          
Attention: Corporate Trust Administration OR                  

    [Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR

[Clearstream Banking SA]                                      

Re:      IPALCO Enterprises, Inc.                             
        [7.375% Senior Secured Notes due 2008 (the "Notes")]
        [7.625% Senior Secured Notes due 2011 (the "Notes")]
         Issued under the Indenture (the "Indenture") dated as
of November 14, 2001, relating to the Notes 
         -----------------------------------------------------

Ladies and Gentlemen:                                                           

       We are the beneficial owner of $____ principal amount of Notes issued
under the Indenture and represented by a Temporary Offshore Global Note (as     
defined in the Indenture).                                                      

We hereby certify as follows:                                 

[CHECK A OR B AS APPLICABLE.]                                 

       |_|  A.  We are a non-U.S. person (within the meaning of Regulation S
  under the Securities Act of 1933, as amended).

   |_|  B.  We are a U.S. person (within the meaning of Regulation S
                under the Securities Act of 1933, as amended) that purchased
                the Notes in a transaction that did not require registration
 under the Securities Act of 1933, as amended.

        You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any      
interested party in any administrative or legal proceeding or official inquiry  
with respect to the matters covered hereby.                                     

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Very truly yours, 

        [NAME OF BENEFICIAL OWNER]

By:               
                                ------------------------------------------
Name:     
Title:    
Address:  
Date:  _____________________                                                    

[FORM II] 

Certificate of Beneficial Ownership 

To:      Bank One, National Association                                         
[ADDRESS OF TRUSTEE]                                          
Attention: Corporate Trust Administration                     

Re:      IPALCO Enterprises                                                     
[7.375% Senior Secured Notes due 2008 (the "Notes")]          
[7.625% Senior Secured Notes due 2011 (the "Notes")]          
Issued under the Indenture (the "Indenture") dated as         
of November 14, 2001 relating to the Notes                    
-----------------------------------------------------         

Ladies and Gentlemen:                                                           

This is to certify that based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member  
organizations ("Member Organizations") appearing in our records as persons      
being entitled to a portion of the principal amount of Notes represented by a   
Temporary Offshore Global Note issued under the above-referenced Indenture,     
that as of the date hereof, $____ principal amount of Notes represented by the  
Temporary Offshore Global Note being submitted herewith for exchange is         
beneficially owned by persons that are either (i) non-U.S. persons (within the  
meaning of Regulation S under the Securities Act of 1933, as amended) or (ii)   
U.S. persons that purchased the Notes in a transaction that did not require     
registration under the Securities Act of 1933, as amended.                      

We further certify that (i) we are not submitting herewith for
exchange any portion of such Temporary Offshore Global Note excepted in such    
Member Organization certifications and (ii) as of the date hereof we have not   
received any notification from any Member Organization to the effect that the   
statements made by such Member Organization with respect to any portion of such 
Temporary Offshore Global Note submitted herewith for exchange are no longer    
true and cannot be relied upon as of the date hereof.                           

F-2 

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        You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any      
interested party in any administrative or legal proceeding or official inquiry  
with respect to the matters covered hereby.                                     

Yours faithfully, 

           [EUROCLEAR BANK S.A./N.V., as
                     operator of the Euroclear System]

              OR

      [CLEARSTREAM BANKING SA]

By:               
                                 ---------------------------------------------
Name:       
Title:      
Address:    
Date:  _____________________                                                    

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                                                                     EXHIBIT G

THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED 
PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY    
PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED     
SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S.          
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). BENEFICIAL INTERESTS 
HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL    
NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE    
USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.                          

G-1 

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		11/14/11		78		81			None on these Dates
		11/14/08		65		68
		11/14/03		74		87
		5/15/02		47		81
Filed on:		4/3/02
		11/14/01		1		100
									List all Filings