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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/11/11 Ipalco Enterprises, Inc. S-4 10/07/11 28:11M Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 3.57M Business-Combination Transaction 2: EX-3.1 Articles of Incorporation/Organization or By-Laws 28 96K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 49K 4: EX-4.1 Instrument Defining the Rights of Security Holders 29 112K 5: EX-4.2 Instrument Defining the Rights of Security Holders HTML 665K 6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 2.12M 7: EX-4.4 Instrument Defining the Rights of Security Holders HTML 278K 8: EX-4.5 Instrument Defining the Rights of Security Holders HTML 19K 9: EX-4.6 Instrument Defining the Rights of Security Holders HTML 109K 10: EX-4.7 Instrument Defining the Rights of Security Holders HTML 19K 11: EX-4.8 Instrument Defining the Rights of Security Holders HTML 283K 12: EX-5 Opinion re: Legality HTML 25K 13: EX-10.1 Material Contract HTML 91K 14: EX-10.2 Material Contract 116± 275K 15: EX-10.3 Material Contract 67± 227K 16: EX-10.4 Material Contract HTML 64K 17: EX-10.5 Material Contract HTML 32K 18: EX-10.6 Material Contract HTML 386K 19: EX-10.7 Material Contract HTML 69K 20: EX-12 Statement re: Computation of Ratios HTML 44K 21: EX-21 Subsidiaries of the Registrant HTML 10K 22: EX-23.3 Consent of Experts or Counsel HTML 10K 23: EX-25 Statement re: Eligibility of Trustee HTML 52K 24: EX-99.1 Miscellaneous Exhibit HTML 77K 25: EX-99.2 Miscellaneous Exhibit HTML 281K 26: EX-99.3 Miscellaneous Exhibit HTML 32K 27: EX-99.4 Miscellaneous Exhibit HTML 22K 28: EX-99.5 Miscellaneous Exhibit HTML 22K
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1 | 1st Page - Filing Submission | ||||
" | Trustee | ||||
" | 8% Series, due 2006 | ||||
" | Dated | ||||
" | 7-3/8% Series, due 2007 | ||||
" | 6.10% Series, due 2016 | ||||
" | 5.40% Series, due 2017 | ||||
" | 5.50% Series, due 2023 | ||||
" | 6.05% Series, due 2004 | ||||
" | 7.05% Series, due 2024 |
EX-4.3 | 1st “Page” of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 4.3 INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of April 1, 1949 Establishing First Mortgage Bonds, 3% Series, Due 1974
TABLE OF CONTENTS* OF THIRD SUPPLEMENTAL INDENTURE OF INDIANAPOLIS POWER & LIGHT COMPANY PAGE Parties...............................................................1 Recitals..............................................................1 Description of bond issue....................................1 Sec. 1 Granting clauses.......................................................3 Part I Real Property in the County of Marion, State of Indiana...............................4 Part II Electric Distributing Systems.....................7 Part III Steam and Hot Water Distributing Systems..........7 Part IV Indeterminate Permits and Franchises..............8 Part V Other Property....................................8 General and after-acquired property...................................9 Sec. 2 Designation of fourth series of bonds as "3% Series, Due 1974" and kinds and denominations thereof.....................9 Designation of American National Bank and Trust Company of Chicago as paying agent........................................10 General Redemption Prices of bonds of 3% Series, Due 1974..........................................................10 Special Redemption Prices of bonds of 3% Series, Due 1974..........................................................11 Procedure for exchanges of bonds......................................12 Registration and transfer of bonds....................................13 Bonds of 3% Series, Due 1974, limited to $8,000,000...................13 Sec. 3 Form of coupon bonds..................................................13 Form of October coupon................................................18 Form of April coupon..................................................18 Form of fully registered bond.........................................19 Form of Trustee's certificate on all bonds............................24 Sec. 4 Temporary bonds.......................................................24 Sec. 5 Sinking Fund provided for Bonds of 3% Series, Due 1974................24 Sec. 6 Annual payments for Maintenance and Improvement Fund..................26 Sec. 7 Compliance with Section 47 of Original Mortgage with Respect to dividend restrictions.................................26 Sec. 8 Amendment to Section 1 of Original Mortgage...........................26 Sec. 9 Amendment to Section 2 of Original Mortgage...........................26 Sec. 10 Amendments to Section 30 of Original Mortgage.........................27 Sec. 11 Amendment to Section 53 of Original Mortgage..........................27 Sec. 12 Amendment to Section 38 of Original Mortgage..........................27 Sec. 13 Amendment to Section 65 of Original Mortgage..........................28 Sec. 14 Amendment to Section 85 of Original Mortgage..........................28 Sec. 15 Amendment to Sections 97 and 98 of Original Mortgage..................28 Sec. 16 Amendment to Section 124 of Original Mortgage.........................28 Sec. 17 Acceptance of trusts by Trustee and conditions of acceptance..........29 Sec. 18 Successors and assigns................................................29 Sec. 19 Limitation of rights hereunder........................................29 Sec. 20 Terms, provisions and conditions of Original Mortgage applicable to bonds of 3% Series, Due 1974......................29 Sec. 21 Execution in counterparts.............................................30 Testimonium.................................................30 Signatures and seals........................................30 Acknowledgements............................................31 * Table of Contents is not part of the Third Supplemental Indenture and should not be considered as such. It is included only for purposes of convenient reference.
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of April 1, 1949, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company", party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, hereinafter sometimes called the "Trustee", party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto, and the "Mortgage" when referred to as now or heretofore supplemented) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Original Mortgage reference is hereby made for greater certainty; and WHEREAS, the company has heretofore executed and delivered and there are now issued and outstanding under the Mortgage, bonds of a series entitled and designated "First Mortgage Bonds, 3 1/4% Series, due 1970", in the aggregate principal amount of $32,000,000; and WHEREAS, Section 8 of the Original Mortgage provides that the form each series of bonds (other than the aforesaid 3 1/4% Series due 1970) issued thereunder and of the coupons to be attached to the coupon bonds of such series, shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto; and WHEREAS, the Company has heretofore executed and delivered to the Trustee a First Supplemental Indenture, dated as of May 1, 1942, providing for the creation, establishment, execution, authentication, delivery and issuance of a second series of First Mortgage Bonds, unlimited as to amount, to be issued under and secured by the Mortgage, and entitled and designated as "First Mortgage Bonds, 3% Series, due 1970," and the Company has heretofore executed and delivered and there are now issued and outstanding thereunder, First Mortgage Bonds, 3% Series, due 1970, dated May 1, 1942 and maturing on May 1, 1970, in the aggregate principal amount of $2,000,000; and WHEREAS, the Company has heretofore executed and delivered to the Trustee a Second Supplemental Indenture, dated as of February 1, 1948, providing for the creation, establishment, execution, authentication, delivery and issuance of a third series of First Mortgage Bonds, unlimited as to amount, to be issued under and secured by the Mortgage, and entitled and designated as "First Mortgage Bonds, 3 1/8% Series, Due 1973," and the Company has heretofore executed and delivered and there are now issued and outstanding thereunder, First Mortgage Bonds, 3 1/8% Series, Due 1973, dated February 1, 1948 and maturing on February 1, 1973, in the aggregate principal amount of $8,000,000; and WHEREAS, the Company now desires to provide for the creation, establishment, execution, authentication, delivery and issuance under the Mortgage of bonds of a fourth series to be entitled and designated "First Mortgage Bonds, 3% Series, Due 1974" (the bonds of said series being hereinafter sometimes referred to as "1974 Bonds") of the aggregate principal amount of $8,000,000; and WHEREAS, all things necessary to make the 1974 Bonds hereinafter described, when duly executed and issued by the Company and authenticated by the Trustee, valid, binding and legal obligations of the Company, and to make this Third Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Third Supplemental Indenture, and the terms of the 1974 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired the properties and franchises hereinafter described and desires by this Third Supplemental Indenture to specifically convey to the Trustee such property and franchises for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 1974 Bonds by the holders or registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Third Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Third Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to the property that is excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including but without otherwise limiting the generality of the foregoing, the following described properties all located within the State of Indiana; PART I. REAL PROPERTY IN THE COUNTY OF MARION, STATE OF INDIANA. All the right, title and interest of the Company in and to the following described and number parcels or tracts of land acquired by the Company after May 1, 1940, the date of the Original Mortgage, and situate in the County of Marion in the State of Indiana, together will all buildings, structures, improvements, machinery, and equipment of every description now or hereafter affixed thereto or stationed thereon or appertaining thereto, to-wit: PARCEL NO. 128. A strip of ground of the uniform width of 80.3 feet, measured from North to South taken by parallel lines off the north end of Lot Numbered Sixty-four (64) in Arlington Heights, Third Section, and Addition to the City of Indianapolis, the plat of which is recorded in Plat Book 19 page 20, in the office of the Recorder of Marion County, Indiana. Subject, however, to the rights of the State of Indiana granted by instrument recorded in Deed Record 1088 page 43 in the office of the Recorder of Marion County, Indiana. PARCEL NO. 129. Lot 26 and part of Lot 27 in Edith Francis' Addition to the City of Indianapolis, as per plat thereof, recorded in Plat Book 6 page 33 in the Office of the Recorder of Marion County, Indiana, said part of Lot 27 being more particularly described as follows, to-wit: Beginning at the south east corner of Lot 26, running thence west 130 feet, thence south 22 1/2 feet, thence east 130 feet, thence north 22 1/2 feet to the place of beginning. PARCEL NO. 130. Part of the southeast quarter of the northeast quarter of Section 28, Township 15 north, Range 3 east described as follows: Beginning at a point in the south line of, and 260 feet west of the southeast corner of, said southeast quarter, said point being immediately west of the levee in the southeast corner of said southeast quarter, thence northeasterly and parallel with said levee 848.82 feet to a point in the east line of said southeast quarter, said point being 804 feet north of the southeast corner of said southeast quarter measured along the east line of said southeast quarter, thence north along the east line of said southeast quarter to the center line of White River, thence in a southwesterly direction along the center line of White River to the south line of said southeast quarter, thence east along the south line of said southeast quarter to the place of beginning. PARCEL NO. 131. A tract of land located in Section 2, Township 15 North, Range 3 East, in the City of Indianapolis, Marion County, Indiana, more particularly described as follows: Beginning at the intersection of the east property line of Geisendorf Street and the south property line of Market Street, as now located, in Indianapolis, and running thence in a southeasterly direction, on and along the south property line of Market Street, as now located, a distance of 75.38 feet, more or less, to a point on the south property line of Market Street and which point is the northwest corner of Lot 17 in Chandler and Taylor Subdivision; thence, in a southerly direction on a line making an interior angle of 90 degrees with the south line of Market Street, a distance of 223.30 feet, more or less, to a point on the north property line of Washington Avenue, as now located; thence, in a northwesterly direction and on and along the north property line of Washington Avenue, as now located, which line makes an interior angle of 82 degrees 10 minutes with the last described course, a distance of 67.62 feet, more or less, to the intersection of the north property line of Washington Avenue and the east property line of Geisendorf Street, as now located; thence, in a northerly direction on and along the east property line of Geisendorf Street, as now located, which line makes an interior angle with the last described course of 100 degrees 04 minutes, a distance of 214.45 feet to the point of beginning. Said tract contains 15,555 square feet, more or less. Also, a tract of land located in Section 2, Township 15 North, Range 3 East, in the City of Indianapolis, Marion County, Indiana, more particularly described as follows: Beginning at the intersection of the north property line of Market Street and the east property line of Geisendorf Street, as now located, in the City of Indianapolis, and running thence north, 2 degrees 48 minutes east, on and along the east property line of Geisendorf Street, as now located, a distance of 402.70 feet, more or less, to a point established by a stone set on the east property line of Geisendorf Street; thence south, 80 degrees 26 minutes east, a distance of 127.70 feet, more or less, to a point established by a stone set on the west property line of Bright Street, as now located; thence south, 2 degrees 38 minutes west, on and along the west property line of Bright Street, a distance of 52.93 feet, more or less, to a point established by a stone set on the west property line of Bright Street; thence south, 83 degrees 44 minutes east, a distance of 89.94 feet to a point; thence south, 1 degree 31 minutes east, a distance of 338.20 feet, more or less, to a point on the north property line of Market Street, as now located; thence north, 85 degrees 19 minutes west, on and along the north property line of Market Street, as now located, a distance of 242.32 feet, more or less, to the place of beginning. Said tract contains 85,000 square feet, more or less. Subject to certain easements reserved by grantor, Indianapolis Water Company, in Deed recorded in Deed Record 1324 Page 333 in the office of the Recorder of Marion County, Indiana, and subject further to railroad rights-of-way. PARCEL NO. 132. A part of the South Half of the South Half of the Southwest Quarter of Section 15, Township 15 North, Range 3 East in Marion County, Indiana, more particularly described as follows, to-wit: Beginning at the point of intersection of the North line of the aforesaid Half Half Quarter Section and the East property line of Belmont Avenue said point being 69.20 feet East of the Northwest corner of said Half Half Quarter Section; thence run East along and with the aforesaid North line 181.65 feet to the point of intersection of said North line and the Northwestwardly right of way line of the Indianapolis Division of the P.C.C. & St. L. Railroad; thence Southwestwardly along and with the said Northwestwardly right of way line 240.83 feet to the point of intersection of said right of way line and the East property line of Belmont Avenue; thence northwardly along and with the said East line of Belmont Avenue 174.20 feet to the place of beginning, containing 0.362 acres more or less. PART II. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Marion, Boone, Hamilton, Hancock, Hendricks, Morgan, and Johnson, State of Indiana; and any additions to or extensions of any such plants and systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, easements, contracts, permits, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits, and easements of the Company in respect of the construction, maintenance, repair and operation of said plants and systems. PART III. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such plants and systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said plants and systems. PART IV. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART V. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Original Mortgage or this Third Supplemental Indenture) all lands, flowage rights, water rights, flumes, raceways, dams, rights of way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracks; all offices, buildings and structures, and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Original Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits and franchises and every part and parcel thereof. SECTION 2. There shall be and is hereby created and established a fourth series of bonds, limited in aggregate principal amount to $8,000,000, to be issued under and secured by the Mortgage, to be designated "3% Series, Due 1974", each of which shall also bear the descriptive title "First Mortgage Bond"; said bonds shall mature on April 1, 1974, and shall be issued as coupon bonds in the denomination of One thousand dollars, registerable as to principal, and as fully registered bonds in denominations of One thousand dollars and Five thousand dollars and, at the options of the Company, in any multiple or multiples of Five thousand dollars; they shall bear interest from April 1, 1949, in the case of coupon bonds, and from the beginning of the current interest period during which each fully registered bond is dated in the case of fully registered bonds, at the rate of three per centum (3%) per annum, payable semi-annually, on April 1 and October 1 of each year; and the principal of, premium, if any, and interest on each said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. American National Bank and Trust Company of Chicago is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 1974 Bonds; all reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 1974 Bonds being a reference to American National Bank and Trust Company of Chicago. In the event of the resignation or inability to act of American National Bank Trust Company of Chicago, then a successor paying agent or agents in the City of Chicago, Illinois, with respect to the principal of and interest on the 1974 Bonds, shall be appointed by the Board of Directors of the Company. 1974 Bonds in coupon form shall be dated April 1, 1949. Fully registered bonds of said series shall be dated as of the date of authentication, except as otherwise provided in Section 10 of the Original Mortgage. Upon the notice and in the manner and with the effect provided in the Mortgage and below in this Section 2, 1974 Bonds shall be redeemable by the Company prior to the maturity thereof (otherwise than through the operation of the Sinking Fund created for the benefit of the 1974 Bonds by Section 5 of this Indenture, and otherwise than by the application of moneys deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage), as a whole at any time, or in part from time to time, at the option of the Company, at the following general redemption prices (expressed as percentages of their principal amount) respectively, to wit: 104.500% if redeemed on or before March 31, 1950, 104.375% if redeemed thereafter to and including March 31, 1951, 104.250% if redeemed thereafter to and including March 31, 1952, 104.125% if redeemed thereafter to and including March 31, 1953, 104.000% if redeemed thereafter to and including March 31, 1954, 103.875% if redeemed thereafter to and including March 31, 1955, 103.750% if redeemed thereafter to and including March 31, 1956, 103.625% if redeemed thereafter to and including March 31, 1957, 102.750% if redeemed thereafter to and including March 31, 1958, 102.625% if redeemed thereafter to and including March 31, 1959, 102.500% if redeemed thereafter to and including March 31, 1960, 102.375% if redeemed thereafter to and including March 31, 1961, 102.250% if redeemed thereafter to and including March 31, 1962, 102.125% if redeemed thereafter to and including March 31, 1963, 102.000% if redeemed thereafter to and including March 31, 1964, 101.750% if redeemed thereafter to and including March 31, 1965, 101.250% if redeemed thereafter to and including March 31, 1966, 101.125% if redeemed thereafter to and including March 31, 1967, 101.000% if redeemed thereafter to and including March 31, 1968, 100.875% if redeemed thereafter to and including March 31, 1969, 100.750% if redeemed thereafter to and including March 31, 1970, 100.625% if redeemed thereafter to and including March 31, 1971, 100.500% if redeemed thereafter to and including March 31, 1972, 100.375% if redeemed thereafter to and including March 31, 1973, 100 % if redeemed thereafter, together, in each case, with accrued interest to the redemption date. Upon the notice and in the manner and with the effect provided in the Mortgage and below in this Section 2, 1974 Bonds shall be redeemable by the Company prior to the maturity thereof through the operation of the Sinking Fund created for the benefit of the 1974 Bonds by Section 5 of this Indenture, or out of moneys deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the following special redemption prices (expressed as percentages of their principal amount) respectively, to wit: 101.875% if redeemed on or before March 31, 1950, 101.750% if redeemed thereafter to and including March 31, 1951, 101.750% if redeemed thereafter to and including March 31, 1952, 101.625% if redeemed thereafter to and including March 31, 1953, 101.625% if redeemed thereafter to and including March 31, 1954, 101.625% if redeemed thereafter to and including March 31, 1955, 101.500% if redeemed thereafter to and including March 31, 1956, 101.500% if redeemed thereafter to and including March 31, 1957, 101.375% if redeemed thereafter to and including March 31, 1958, 101.375% if redeemed thereafter to and including March 31, 1959, 101.250% if redeemed thereafter to and including March 31, 1960, 101.250% if redeemed thereafter to and including March 31, 1961, 101.125% if redeemed thereafter to and including March 31, 1962, 101.125% if redeemed thereafter to and including March 31, 1963, 101.000% if redeemed thereafter to and including March 31, 1964, 100.875% if redeemed thereafter to and including March 31, 1965, 100.875% if redeemed thereafter to and including March 31, 1966, 100.750% if redeemed thereafter to and including March 31, 1967, 100.750% if redeemed thereafter to and including March 31, 1968, 100.625% if redeemed thereafter to and including March 31, 1969, 100.500% if redeemed thereafter to and including March 31, 1970, 100.500% if redeemed thereafter to and including March 31, 1971, 100.375% if redeemed thereafter to and including March 31, 1972, 100.250% if redeemed thereafter to and including March 31, 1973, 100 % if redeemed thereafter, together, in each case, with accrued interest to the redemption date. The notice required for the redemption of the 1974 Bonds shall include at least thirty (30) days' published notice (such publication to be made at least once in each of four (4) successive calendar weeks upon any secular day of each such week, which need not be the same day in each week). At the option of the holder, any 1974 Bonds in coupon form, upon surrender thereof with all unmatured coupons and any matured coupons in default appertaining thereto at the office or agency of the Company in the City of Chicago, Illinois, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of authorized denominations. At the option of the registered holder, any fully registered 1974 Bond, upon surrender thereof at said office or agency of the Company together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of coupon bonds of the same series, with all unmatured coupons and any matured coupons in default attached, or for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The holder of any 1974 Bond in coupon form may have the ownership thereof registered as to principal on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, and such registration noted on such bond. After such registration no transfer of such bond shall be valid unless made at said office or agency by the registered holder in person or by his duly authorized attorney and similarly noted on such bond; but the same may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored; but such bond may again from time to time be registered or transferred to bearer in accordance with the above procedure. Such registration, however, shall not affect the negotiability of the coupons appertaining to such bonds, but every such coupon shall continue to be transferable by delivery merely and shall remain payable to bearer. Fully registered 1974 Bonds shall also be transferable on the books of the Company at said office or agency of the Company by the registered holder thereof, in person or by his duly authorized attorney, upon surrender for cancellation thereof. The issue of 1974 Bonds shall be limited to an aggregate principal amount of Eight Million Dollars ($8,000,000) and shall be made on the basis of property additions under the provisions of Article VI of the Original Mortgage. SECTION 3. Such coupon 1974 Bonds, coupons and fully registered 1974 Bonds, and the Trustee's certificate thereon, shall be in the following forms, respectively: (Form of Coupon Bond) INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 3% Series, Due 1974 Due April 1, 1974 $1,000.00 No._______________ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to the bearer, or, if this bond be registered, to the registered owner hereof, on April 1, 1974, at the office or agency of the Company in the City of Chicago, Illinois, One Thousand Dollars in lawful money of the United States of America, and to pay interest thereon from the date hereof at the rate of three per centum per annum in like lawful money, at said office or agency on April 1, and October 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged, but only, in the case of interest due on or before maturity, according to the tenor and upon presentation and surrender of the respective coupons therefor hereto attached, as they severally mature. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 3% Series, Due 1974, limited in aggregate principal amount to $8,000,000 and established by a Third Supplemental Indenture dated as of April 1, 1949, all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee (which Mortgage and Deed of Trust as supplemented by all supplemental indentures is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modification or alteration, then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. This bond shall pass by delivery unless registered as to principal in the owner's name at the office or agency of the Company in the City of Chicago, Illinois, and such registration noted hereon, after which no valid transfer hereof can be made, except at such office or agency, until after registered transfer to bearer, but after such registered transfer to bearer this bond shall be again transferable by delivery. Such registration, however, shall not affect the negotiability of the coupons, which shall always remain payable to bearer and transferable by delivery. The Company and the Trustee may deem and treat the bearer of this bond if it be not registered as to principal, or, if this bond is registered as herein authorized, the person in whose name the same is registered, and the bearer of any coupon hereto appertaining, as the absolute owner for the purpose of receiving payment and for all other purposes. The 1974 Bonds are subject to redemption prior to the maturity thereof (otherwise than through the operation of the Sinking Fund created for the benefit of the 1974 Bonds by Section 5 of said Third Supplemental Indenture, and otherwise than by the application of moneys deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage), as a whole at any time, or in part from time to time, at the option of the Company, at the following general redemption prices (expressed as percentages of their principal amount) respectively, to wit: 104.500% if redeemed on or before March 31, 1950, 104.375% if redeemed thereafter to and including March 31, 1951, 104.250% if redeemed thereafter to and including March 31, 1952, 104.125% if redeemed thereafter to and including March 31, 1953, 104.000% if redeemed thereafter to and including March 31, 1954, 103.875% if redeemed thereafter to and including March 31, 1955, 103.750% if redeemed thereafter to and including March 31, 1956, 103.625% if redeemed thereafter to and including March 31, 1957, 102.750% if redeemed thereafter to and including March 31, 1958, 102.625% if redeemed thereafter to and including March 31, 1959, 102.500% if redeemed thereafter to and including March 31, 1960, 102.375% if redeemed thereafter to and including March 31, 1961, 102.250% if redeemed thereafter to and including March 31, 1962, 102.125% if redeemed thereafter to and including March 31, 1963, 102.000% if redeemed thereafter to and including March 31, 1964, 101.750% if redeemed thereafter to and including March 31, 1965, 101.250% if redeemed thereafter to and including March 31, 1966, 101.125% if redeemed thereafter to and including March 31, 1967, 101.000% if redeemed thereafter to and including March 31, 1968, 100.875% if redeemed thereafter to and including March 31, 1969, 100.750% if redeemed thereafter to and including March 31, 1970, 100.625% if redeemed thereafter to and including March 31, 1971, 100.500% if redeemed thereafter to and including March 31, 1972, 100.375% if redeemed thereafter to and including March 31, 1973, 100 % if redeemed thereafter, together, in each case, with accrued interest to the redemption date. The 1974 Bonds are subject to redemption prior to maturity thereof through the operation of the Sinking Fund created for the benefit of the 1974 Bonds by Section 5 of said Third Supplemental Indenture, or out of moneys deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the following special redemption prices (expressed as percentages of their principal amount) respectively, to wit: 101.875% if redeemed on or before March 31, 1950, 101.750% if redeemed thereafter to and including March 31, 1951, 101.750% if redeemed thereafter to and including March 31, 1952, 101.625% if redeemed thereafter to and including March 31, 1953, 101.625% if redeemed thereafter to and including March 31, 1954, 101.625% if redeemed thereafter to and including March 31, 1955, 101.500% if redeemed thereafter to and including March 31, 1956, 101.500% if redeemed thereafter to and including March 31, 1957, 101.375% if redeemed thereafter to and including March 31, 1958, 101.375% if redeemed thereafter to and including March 31, 1959, 101.250% if redeemed thereafter to and including March 31, 1960, 101.250% if redeemed thereafter to and including March 31, 1961, 101.125% if redeemed thereafter to and including March 31, 1962, 101.125% if redeemed thereafter to and including March 31, 1963, 101.000% if redeemed thereafter to and including March 31, 1964, 100.875% if redeemed thereafter to and including March 31, 1965, 100.875% if redeemed thereafter to and including March 31, 1966, 100.750% if redeemed thereafter to and including March 31, 1967, 100.750% if redeemed thereafter to and including March 31, 1968, 100.625% if redeemed thereafter to and including March 31, 1969, 100.500% if redeemed thereafter to and including March 31, 1970, 100.500% if redeemed thereafter to and including March 31, 1971, 100.375% if redeemed thereafter to and including March 31, 1972, 100.250% if redeemed thereafter to and including March 31, 1973, 100 % if redeemed thereafter, together, in each case, with accrued interest to the redemption date In the manner and upon payment of the charges prescribed in the Mortgage, coupon bonds of the 3% Series, Due 1974, upon surrender thereof with all unmatured coupons and any matured coupons in default appertaining thereto at the office or agency of the Company in the City of Chicago, Illinois, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of authorized denominations, and in like manner any fully registered bonds of the 3% Series, Due 1974, upon surrender thereof at said office or agency of the Company, from time to time with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of coupon bonds of the same series, with all unmatured coupons and any matured coupons in default attached, or for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation under any rule of law, statue or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this bond to be signed in its name by its President or one of its Vice-Presidents and its corporate seal to be affixed hereto and attested by its Secretary or one of its Assistant Secretaries, and interest coupons bearing the facsimile signature of its Treasurer to be attached hereto. Dated, April 1, 1949. INDIANAPOLIS POWER & LIGHT COMPANY, By: --------------------------------- President Attest: ______________________________, Secretary. [Form of October Coupon] First Mortgage Bond, 3% Series, Due 1974 $15.00 No._________ On October 1, ______, INDIANAPOLIS POWER & LIGHT COMPANY will pay to bearer at its office or agency in the City of Chicago, Illinois, Fifteen Dollars in lawful money of the United States of America, as specified in its First Mortgage Bond, 3% Series, Due 1974, No. __________, being six months' interest then due on said bond. This coupon will not be payable if said bond shall have previously become payable or been called for previous redemption and payment duly provided for. --------------------------------- Treasurer [Form of April Coupon] First Mortgage Bond, 3% Series, Due 1974 $15.00 No._________ On April 1, _____, INDIANAPOLIS POWER & LIGHT COMPANY will pay to bearer at its office or agency in the City of Chicago, Illinois, Fifteen Dollars in lawful money of the United States of America, as specified in its First Mortgage Bond, 3% Series, Due 1974, No. ___________, being six months' interest then due, on said bond. This coupon will not be payable if said bond shall have previously become payable or been called for previous redemption and payment duly provided for. -------------------------------- Treasurer (Form of Fully Registered Bond) INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 3% Series, Due 1974 Due April 1, 1974 $__________ No._______________ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay _________________________________________ or registered assigns, April 1, 1974, at the office or agency of the Company in the City of Chicago, Illinois, _________________________ Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of April next preceding the date of this bond, or from the first day of October next preceding the date of this bond if this bond be dated between October 1 and April 2 of any year, at the rate of Three per centum per annum in like lawful money, at said office or agency on April 1 and October 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 3% Series, Due 1974, limited in aggregate principal amount to $8,000,000 and established by a Third Supplemental Indenture dated as of April 1, 1949, all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee, (which Mortgage and Deed of Trust as supplemented by all supplemental indentures is hereinafter referred to as the "Mortgage") to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modification or alteration, then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. The 1974 Bonds are subject to redemption prior to the maturity thereof (otherwise than through the operation of the Sinking Fund created for the benefit of the 1974 Bonds by Section 5 of said Third Supplemental Indenture, and otherwise than by the application of moneys deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage), as a whole at any time, or in part from time to time, at the option of the Company, at the following general redemption prices (expressed as percentages of their principal amount) respectively, to wit: 104.500% if redeemed on or before March 31, 1950, 104.375% if redeemed thereafter to and including March 31, 1951, 104.250% if redeemed thereafter to and including March 31, 1952, 104.125% if redeemed thereafter to and including March 31, 1953, 104.000% if redeemed thereafter to and including March 31, 1954, 103.875% if redeemed thereafter to and including March 31, 1955, 103.750% if redeemed thereafter to and including March 31, 1956, 103.625% if redeemed thereafter to and including March 31, 1957, 102.750% if redeemed thereafter to and including March 31, 1958, 102.625% if redeemed thereafter to and including March 31, 1959, 102.500% if redeemed thereafter to and including March 31, 1960, 102.375% if redeemed thereafter to and including March 31, 1961, 102.250% if redeemed thereafter to and including March 31, 1962, 102.125% if redeemed thereafter to and including March 31, 1963, 102.000% if redeemed thereafter to and including March 31, 1964, 101.750% if redeemed thereafter to and including March 31, 1965, 101.250% if redeemed thereafter to and including March 31, 1966, 101.125% if redeemed thereafter to and including March 31, 1967, 101.000% if redeemed thereafter to and including March 31, 1968, 100.875% if redeemed thereafter to and including March 31, 1969, 100.750% if redeemed thereafter to and including March 31, 1970, 100.625% if redeemed thereafter to and including March 31, 1971, 100.500% if redeemed thereafter to and including March 31, 1972, 100.375% if redeemed thereafter to and including March 31, 1973, 100 % if redeemed thereafter, together, in each case, with accrued interest to the redemption date. The 1974 Bonds are subject to redemption prior to maturity thereof through the operation of the Sinking Fund created for the benefit of the 1974 Bonds by Section 5 of said Third Supplemental Indenture, or out of moneys deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the following special redemption prices (expressed as percentages of their principal amount) respectively, to wit: 101.875% if redeemed on or before March 31, 1950, 101.750% if redeemed thereafter to and including March 31, 1951, 101.750% if redeemed thereafter to and including March 31, 1952, 101.625% if redeemed thereafter to and including March 31, 1953, 101.625% if redeemed thereafter to and including March 31, 1954, 101.625% if redeemed thereafter to and including March 31, 1955, 101.500% if redeemed thereafter to and including March 31, 1956, 101.500% if redeemed thereafter to and including March 31, 1957, 101.375% if redeemed thereafter to and including March 31, 1958, 101.375% if redeemed thereafter to and including March 31, 1959, 101.250% if redeemed thereafter to and including March 31, 1960, 101.250% if redeemed thereafter to and including March 31, 1961, 101.125% if redeemed thereafter to and including March 31, 1962, 101.125% if redeemed thereafter to and including March 31, 1963, 101.000% if redeemed thereafter to and including March 31, 1964, 100.875% if redeemed thereafter to and including March 31, 1965, 100.875% if redeemed thereafter to and including March 31, 1966, 100.750% if redeemed thereafter to and including March 31, 1967, 100.750% if redeemed thereafter to and including March 31, 1968, 100.625% if redeemed thereafter to and including March 31, 1969, 100.500% if redeemed thereafter to and including March 31, 1970, 100.500% if redeemed thereafter to and including March 31, 1971, 100.375% if redeemed thereafter to and including March 31, 1972, 100.250% if redeemed thereafter to and including March 31, 1973, 100 % if redeemed thereafter, together, in each case, with accrued interest to the redemption date In the manner and upon payment of the charges prescribed in the Mortgage, coupon bonds of the 3% Series, Due 1974, upon surrender thereof with all unmatured coupons and any matured coupons in default appertaining thereto at the office or agency of the Company in the City of Chicago, Illinois, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of authorized denominations, and in like manner any fully registered bonds of the 3% Series, Due 1974, upon surrender thereof at said office or agency of the Company, from time to time with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of coupon bonds of the same series, with all unmatured coupons and any matured coupons in default attached, or for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation under any rule of law, statue or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this bond to be signed in its name by its President or one of its Vice-Presidents and its corporate seal to be affixed hereto and attested by its Secretary or one of its Assistant Secretaries. Dated, _______________________. INDIANAPOLIS POWER & LIGHT COMPANY, By: -------------------------------- President Attest: ---------------------------------- Secretary [Form of Trustee's Certificate on all Bonds] Trustee's Certificate This bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Third Supplemental Indenture. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, Trustee, By: ----------------------------- Authorized Officer SECTION 4. Until the 1974 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, 1974 Bonds in temporary form, as provided in Section 15 of the Original Mortgage, with the privilege of registration as to principal only, and with Coupons No. 1 and No. 2 maturing on October 1, 1949 and April 1, 1950, respectively. Such bonds may, in lieu of the statement of the specific redemption prices required to be set forth in such Bonds in definitive form, included a reference to this Third Supplemental Indenture for a statement of such redemption prices. SECTION 5. The Company covenants that, so long as any of the 1974 Bonds issued under this Third Supplemental Indenture shall remain outstanding, it will, on or before the first day of April of each year beginning with the year 1954, deliver to the Trustee, as and for a Sinking Fund for the benefit of the holders or the registered owners of 1974 Bonds, an amount in cash and/or principal amount of 1974 Bonds equivalent to one per centum (1%) of the greatest principal amount of 1974 Bonds theretofore at any one time outstanding. Such cash together with any bonds delivered to the Trustee under the provisions of this Section shall be dealt with as provided for by this Section. All cash deposited by the Company with the Trustee pursuant to the provisions of this Section shall be applied by the Trustee from time to time and as rapidly as may be practicable to the purchase of 1974 Bonds then outstanding, at public or private sale at the lowest prices at which such bonds can be obtained, not exceeding, however, the then special redemption price and accrued interest thereon to the date of purchase, or, if the Company shall so request, the Trustee shall apply any cash then held by it under this Section to the redemption of 1974 Bonds as soon as may be practicable after such request. In case the balance of such cash remaining with the Trustee on the twentieth day of August of any year beginning with the year 1954 shall aggregate $25,000 or more, the Trustee shall apply the same to the redemption of 1974 Bonds on the next succeeding first day of October, in which case the Trustee shall give notice of such redemption in the name of the Company in the manner and in accordance with the applicable provisions of Article XII of the Original Mortgage and Section 2 of this Third Supplemental Indenture; and the Trustee is hereby appointed the agent of the Company for such purpose. The Company covenants that whenever any redemption of 1974 Bonds shall be required under the provisions of this Section, it will at the request of the Trustee take all action necessary, and authorize the Trustee to take all action necessary, to redeem such bonds. The 1974 Bonds shall be subject to redemption through the operation of such Sinking Fund by the payment of an amount equal to the applicable percentage of principal amount set forth in Section 2 of this Third Supplemental Indenture, plus accrued and unpaid interest to the date fixed for redemption. The Company shall have the right to tender 1974 Bonds for sale by it to the Trustee under the provisions of this Section. The Company shall pay to the Trustee, on demand, the amount of accrued and unpaid interest upon all bonds purchased or redeemed pursuant to this Section. Any bonds deposited, purchased or redeemed pursuant to the provisions of this Section, shall forthwith be canceled by the Trustee, and upon the request of the Company, the Trustee may cremate the same and deliver to the Company a certificate of such cremation. The Company covenants that it will not use any bonds heretofore issued under the Mortgage (including any of the 1974 Bonds) which may be retired pursuant to the respective sinking funds provided for the bonds now outstanding or the 1974 bonds, as the basis for the authentication and delivery of bonds pursuant to Article VII of the Mortgage, or as a credit pursuant to any other provision of the Mortgage. SECTION 6. The Company covenants that, so long as any of the 1974 Bonds shall remain outstanding, it will continue to make to the Trustee the annual payments for a Maintenance and Improvement Fund required by Section 41 of the Original Mortgage and will comply with the provisions of said Section 41. SECTION 7. The Company covenants that, so long as any of the 1974 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. SECTION 8. Section 1 of the Original Mortgage is hereby supplemented and amended by adding the following new sentence to said Section 1, as follows: "Any term defined in Section 303 of the Trust Indenture Act of 1939 and not defined in this Indenture shall have the meaning assigned to such term in such Section 303." SECTION 9. The first sentence of the next to the last paragraph of Section 2 of the Original Mortgage is hereby amended so that said sentence, as amended, shall read as follows: "For the purposes of Sections 46, 72, 76, 77, 87, 98, 112, 113, 115, 119, and 124 hereof, in determining whether the holders of the required percentage of the principal amount of bonds have concurred in any direction, request, consent, or in determining a quorum under Section 123, bonds owned by the Company or by any other obligor on the bonds, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or such obligor, shall be disregarded, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, request or consent only bonds which the Trustee knows are so owned, shall be so disregarded." SECTION 10. Section 30 of the Original Mortgage is hereby amended by striking out the words "or more than" in the two places where such words appear in subdivision (3) of said Section 30. Section 30 of the Original Mortgage is hereby further amended by adding the following new sentence at the end of subdivision (10) thereof: "Any such supplemental indenture shall comply with all applicable provisions of the Trust Indenture Act of 1939 as then in force." SECTION 11. Section 53 of the Original Mortgage is hereby supplemented and amended by adding immediately after subsection (d) thereof the following new subsection (e) as follows: "(e) The provisions of this Section 53, which have been made specifically applicable to the Trustee shall apply to the Trustee and, if a separate or co-trustee is appointed pursuant to the provisions of Section 114 hereof, to any separate or co-trustee." SECTION 12. Section 38 of the Original Mortgage is hereby amended by amending subsection (a) thereof so that said subsection (a), as amended, shall read as follows: "(a) That, if the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section, (1) that such paying agent shall hold in trust for the benefit of the bondholders or the Trustee all sums held by such paying agent for the payment of the principal of or interest on the bonds and premium, if any; and (2) that such paying agent shall give the Trustee notice of any default by the Company or any other obligor on the bonds in the making of any deposit with it for the payment of the principal of or interest on the bonds and premium, if any, and of any default by the Company or any other obligor on the bonds in the making of any such payment. Such paying agent shall not be obligated to segregate such sums from other funds of such paying agent except to the extent required by law." SECTION 13. Section 65 of the Original Mortgage is hereby amended by amending subdivision (1) thereof so that said subdivision (1), as amended, shall read as follows: "(1) sell or otherwise dispose of, free from the lien of this Indenture any machinery, equipment, tools, implements or other similar property, which shall have become old, inadequate, obsolete, worn out or unfit or unadapted for use in the operations of the Company, upon replacing the same by or substituting for the same other property (not then within the term funded property) of at least equal value to that of the property sold or otherwise disposed of and subject to no liens prior hereto except liens to which the property sold or otherwise disposed of was subject;" SECTION 14. Section 85 of the Original Mortgage is hereby supplemented and amended by adding at the end thereof a new paragraph, as follows: "For the purposes of this Section 85 the term "Company" shall include any other obligor on the bonds." SECTION 15. Section 97 and Section 98 of the Original Mortgage are hereby supplemented and amended by adding at the end of each such Section a new paragraph, as follows: "The provisions of this Section, which have been made specifically applicable to the Trustee, shall apply to the Trustee and, if a separate or co-trustee is appointed pursuant to Section 114 hereof, to any separate or co-trustee." SECTION 16. Section 124 of the Original Mortgage is hereby supplemented and amended by adding at the end of the first sentence of said Section 124 the following proviso: "; and provided, further, that no such modification or alteration shall permit the waiver of any completed default, as defined in Section 72 hereof, and its consequences without the approval of at least a majority in principal amount of all bonds then outstanding hereunder." SECTION 17. The Trustee hereby accepts the trusts herein described, provided and created and agrees to perform the same upon the terms and conditions herein and in the Original Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to validity or adequacy of the security afforded hereby, or as to the validity of this Third Supplemental Indenture or of the bonds or coupons issued hereunder. SECTION 18. Whenever in this Third Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 19. Nothing in this Third Supplemental Indenture, expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Third Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. SECTION 20. The Company covenants that all of the terms, provisions and conditions of the Original Mortgage shall be applicable to the 1974 Bonds issued hereunder, except as herein otherwise provided and except in so far as the same may be inconsistent with the provisions of this Third Supplemental Indenture. SECTION 21. This Third Supplemental Indenture is dated as of April 1, 1949, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by its Assistant Secretary, all as of the day, month and year first above written. INDIANAPOLIS POWER & LIGHT COMPANY, By: /s/D. C. Hess, Vice-President Attest: /s/Ralph W. Husted, Assistant Secretary (CORPORATE SEAL) AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, By: /s/L. W. Fischer, Vice-President Attest: /s/E. C. Dovale, Assistant Secretary. (CORPORATE SEAL)
STATE OF INDIANA ) ) SS.: COUNTY OF MARION ) On this 11h day of May, in the year 1949, before me, a Notary Public in and for the County and State aforesaid, personally came D. C. Hess, Vice-President, and Ralph W. Husted, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said D. C. Hess and Ralph W. Husted being by me severally duly sworn did depose and say that the said D. C. Hess resides in the City of Indianapolis, Marion County, Indiana, and that the said Ralph W. Husted resides in the City of Indianapolis, Marion County, Indiana; that said D. C. Hess is Vice-President and said Ralph W. Husted is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 11th day of May, 1949. Harold B. Johnson, Notary Public My Commission Expires: Sept. 17, 1959. (NOTARIAL SEAL)
STATE OF ILLINOIS ) ) SS.: COUNTY OF COOK ) On this 11th day of May, in the year 1949, before me, a Notary Public in and for the County and State aforesaid, personally came L. W. Fischer, Vice-President, and A. H. Morstadt, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said L. W. Fischer and A. H. Morstadt being by me severally duly sworn did depose and say that the said L. W. Fischer resides in the City of Chicago, State of Illinois, and that the said A. H. Morstadt resides in the Village of Elmhurst, State of Illinois; that said L. W. Fischer is Vice-President and said A. H. Morstadt is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 11th day of May, 1949. Ruth V. Baumgartner, Notary Public My Commission Expires: December 21, 1949. (NOTARIAL SEAL)
RECORDING DATA Third Supplemental Indenture dated as of April 1, 1949 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- County Instrument Record Page Instrument Recording Date No. ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Marion Real Estate Mortgage Mortgage Record 1505 66 26946 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 99 146 26947 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Hendricks Real Estate Mortgage Mortgage Record 122 154 5544 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 8 138 5545 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Morgan Real Estate Mortgage Mortgage Record 92 255 2043 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 36 306 2044 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Johnson Real Estate Mortgage Mortgage Record 95 427 13231 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 8 214 13230 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Hamilton Real Estate Mortgage Mortgage Record 103 311 0846 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 3 284 0847 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Boone Real Estate Mortgage Mortgage Record 115 73 2868 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 12 18 2869 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Hancock Real Estate Mortgage Mortgage Record 84 279 11387 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 9 ---- 11388 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Pike Real Estate Mortgage Mortgage Record 27 52 1443 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 4 244 1444 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Sullivan Real Estate Mortgage Mortgage Record 119 ---- 81739 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 8 220 81740 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Gibson Real Estate Mortgage Mortgage Record 153 28 8373 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- --------------- Chattel Mortgage Chattel Minute Record 8 10 8374 5-12-49 ------------------- ---------------------------- ---------------------------------- ------------- -------------- ---------------
================================================================================ INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE _____________ Tenth Supplemental Indenture _____________ Dated as of October 1, 1960 ESTABLISHING FIRST MORTGAGE BONDS, 4 5/8% SERIES, DUE 1990 ================================================================================
TABLE OF CONTENTS* of TENTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY Page PARTIES..................................................................... 1 RECITALS.................................................................... 1 SEC. 1 Granting clauses................................................... 3 Part I Real property in the County of Marion................... 3 Part II Electric Distributing Systems.......................... 7 Part III Steam and Hot Water Distributing Systems.............. 8 Part IV Indeterminate Permits and Franchises................... 8 Part V Other Property.......................................... 8 General and after-acquired property................................ 9 SEC. 2 Designation of tenth series of bonds and kinds and denominations thereof........................................... 10 Designation of American National Bank and Trust Company of Chicago as paying agent........................ 10 Procedure for exchanges of bonds................................... 11 Registration and transfer of bonds................................. 12 Series limited to $12,000,000...................................... 12 SEC. 3 Form of coupon bonds............................................... 12 Form of April coupon............................................... 18 Form of October coupon............................................. 18 Form of fully registered bond...................................... 19 Form of Trustee's certificate on all bonds......................... 24 SEC. 4 Temporary bonds.................................................... 24 SEC. 5 Sinking Fund provided for this Series.............................. 24 SEC. 6 Annual payments for Maintenance and Improvement Fund............... 26 SEC. 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions........................................... 26 SEC. 8 Condition of redemption prior to October 1, 1965................... 26 SEC. 9 Use of facsimile signatures........................................ 26 SEC. 10 Acceptance of trusts by Trustee and conditions of acceptance....... 27 SEC. 11 Successors and assigns............................................. 27 SEC. 12 Limitation of rights hereunder..................................... 27 SEC. 13 Compliance with terms, provisions and conditions of Mortgage....... 28 SEC. 14 Execution in counterparts.......................................... 28 TESTIMONIUM................................................................. 28 SIGNATURES AND SEALS........................................................ 28 ACKNOWLEDGMENTS............................................................. 29 -------- * Table of Contents is not part of the Tenth Supplemental Indenture and should not be considered as such. it is included herein only for purposes of convenient reference.
THIS TENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1960, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company", party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, hereinafter sometimes called the "Trustee", party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto, and the "Mortgage" when referred to as now or heretofore supplemented) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956 and as of March 1, 1958; and WHEREAS, Section 8 of the Original Mortgage provides that the form of each series of bonds (other than the 3 1/4% Series, due 1970) issued thereunder and of the coupons to be attached to the coupon bonds of such series, shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto; and WHEREAS, the Company now desires to provide for the creation, establishment, execution, authentication, delivery and issuance under the Mortgage of bonds of a series to be entitled and designated "First Mortgage Bonds, 4 5/8% Series, due 1990" (the bonds of said series being hereinafter sometimes referred to as "1990 Bonds"), limited to the aggregate principal amount of $12,000,000; and WHEREAS, all things necessary to make the 1990 Bonds hereinafter described, when duly executed and issued by the Company and authenticated by the Trustee, valid, binding and legal obligations of the Company, and to make this Tenth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Tenth Supplemental Indenture, and the terms of the 1990 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired the properties and franchises hereinafter described and desires by this Tenth Supplemental Indenture to specifically convey to the Trustee such property and franchises for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 1990 Bonds by the holders or registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Tenth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Tenth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to the property that is excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including but without otherwise limiting the generality of the foregoing, the following described properties all located within the State of Indiana: PART I. REAL PROPERTY IN THE COUNTY OF MARION. All the right, title and interest of the Company in and to the following described and numbered parcels or tracts of land acquired by the Company after May 1, 1940, the date of the Original Mortgage, situate in the County of Marion in the State of Indiana, and not described in any prior supplemental indenture, together with all buildings, structures, improvements, machinery, and equipment of every description now or hereafter affixed thereto or stationed thereon or appertaining thereto, to wit: PARCEL #212 Lot numbered twenty (20) in Murphy and Tinker's Corrected Addition to the City of Indianapolis, the plat of which is recorded in Flat Book 3, page 126, in the office of the Recorder of Marion County, Indiana. PARCEL #213 Lot Number Twenty-one (21) in Murphy and Tinker's Corrected Addition to the City of Indianapolis, the plat of which is recorded in Flat Book 8, page 126, in the office of the Recorder of Marion County, Indiana. PARCEL #214 Lots 10, 11 and 12 in Temple C. Harrisons Subdivision of Lots 92, 93, 94 and 95 of Albert E. and Ingram Fletchers Oak Hill Suburb to the City of Indianapolis, as recorded in Plat Book 4, page 146, in the office of the Recorder of Marion County, Indiana. PARCEL #215 Part of the West Half of the East Half of the Northwest Quarter of Section 34, Township 16 North, Range 2 East, of the Second Principal Meridian in Marion County, Indiana, more particularly described as follows, to wit: Beginning in the North line of said Quarter Section, at a point 81.6 feet East of the Northwest corner of said Half Half Quarter Section; running thence East upon and along the North line of said Quarter Section, 81.6 feet to a point; thence South and parallel with the West line of said Half Half Quarter Section, 890.98 feet to a point; thence West 81.6 feet to a point; thence North and parallel with said Half Half Quarter Section, 390.49 feet to the place of beginning, containing 0.73 acres, more or less. PARCEL #216 Part of the southeast quarter of Section 5, Township 16 north, Range 3 east, commencing at the southwest corner of said quarter section (said corner being in the east line of the right of way of the C.C.C. & St. L. Railroad, now the New York Central Railroad), thence north along the west line of said quarter 1400 feet; thence east parallel with the south line of said quarter 500 feet; thence south parallel with the west line of said quarter 1400 feet to the south line of said quarter; thence west along said south line 500 feet to the place of beginning, containing 16.1 acres, more or less. PARCEL #217 Part of the southwest quarter of Section 13, Township 17 North, Range 3 East, commencing at the southwest corner of the northeast quarter of the northeast quarter of said quarter section, thence south parallel with the east line of said quarter section 710.82 feet; thence east and parallel with the north line of said quarter section 666 feet to the east line of said quarter section; thence north along the east line of said quarter section 710.82 feet to the southeast corner of the northeast quarter of the northeast quarter of said quarter section; thence west parallel with the north line of said quarter section 666 feet to the place of beginning, excepting therefrom the railroad right of way along the entire east side and containing, excluding said exception, 10.328 acres. PARCEL #218 The northeast quarter of the northeast quarter of the southwest quarter of Section 13, Township 17 North, Range 3 East of the Second Principal Meridian in Marion County, Indiana, containing 10 acres more or less. Subject, however, to any highways, railroad rights of way or any other legal rights of way. PARCEL #219 Part of the east hail of the northwest quarter, Section 34, Township 16 North, Range 2 East, beginning at the northwest corner of said east half of the northwest quarter; thence south on the west line of said east half of the northwest quarter 390 feet; thence east 81.6 feet; thence north parallel to the west line of said east half of the northwest quarter 390.49 feet; thence west 81.6 feet to the point of beginning. PARCEL #220 80 feet by parallel lines off the east end of Lot 53 and 80 feet off the east end of the south 10 feet of Lot 54, all in Ruddel and Vintons Park Place Addition to the City of Indianapolis, as recorded in Plat Book 4, page 190, in the office of the Recorder of Marion County, Indiana. PARCEL #221 80 feet by parallel lines off the east end of Lot 104 in Ruddel and Vintons Park Place Addition to the City of Indianapolis, as recorded in Plat Book 4, page 190, in the office of the Recorder of Marion County, Indiana. PARCEL #222 A part of the Southeast Quarter of Section 13, Township 17 North, Range 3 East, Marion County, Indiana, more particularly described as follows, to-wit: Beginning at a point on the North line of the said Southeast Quarter Section, said point being 33.0 feet East of the Northwest corner thereof; running thence East on and along the North line of the said Southeast Quarter Section a distance of 363.45 feet to a point; thence deflecting 90 degrees 05 minutes to the right in a southward direction a distance of 375.73 feet to a point, said point being in the center of a 100.0 foot electric easement; thence deflecting 89 degrees 21 minutes to the right in a westward direction and on the center of said electric easement and also the center of said easement produced westward a distance of 359.42 feet to a point; said point being 33.0 feet East of the West line of the said Southeast Quarter Section, said point also being on the East right of way line of the Monon Railroad Company; running thence North on and along the East right of way line of said Monon Railroad Company and parallel to the West line of the said Southeast Quarter Section a distance of 379.31 feet to the point or place of beginning. Containing in all 3.132 acres, more or less. Also beginning at a point, said point being 375.73 feet South of the North line and 392.42 feet East of the West line of the Southeast Quarter of said Section, said point being in the center of a 100.0 feet electric easement; running thence West on and along the center of said electric easement and the center of said easement produced westward a distance of 359.42 feet to a point in the East right of way line of the Monon Railroad Company, said point also being 33.0 feet East of the West line of the said Southeast Quarter Section; running thence South and parallel to the West line of the said Southeast Quarter Section and on the East right of way line of said Monon Railroad Company a distance of 50.0 feet to a point; running thence East on the South line of the aforesaid electric easement produced westward and on the South line of said electric easement a distance of 358.86 feet to a point; thence deflecting 89 degrees 21 minutes to the left in a northward direction a distance of 50.0 feet to the point or place of beginning. Containing in all 0.412 acres, more or less. Both of said tracts being subject to the restriction that no electric substation shall be erected thereon. PART II. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Marion, Boone, Hamilton, Hancock, Hendricks, Morgan, Shelby, and Johnson, State of Indiana; and any additions to or extensions of any such plants and systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said plants and systems. PART III. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such plants and systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said plants and systems. PART IV. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART V. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracks; all offices, buildings and structures, and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, products and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits and franchises and every part and parcel thereof. SECTION 2. There shall be and is hereby created and established a series of bonds, limited in aggregate principal amount to $12,000,000, to be issued under and secured by the Mortgage, to be designated "4 5/8% Series, due 1990", each of which shall also bear the descriptive title "First Mortgage Bond"; said bonds shall mature on October 1, 1990, and shall be issued as coupon bonds in the denomination of One thousand dollars, registrable as to principal, and as fully registered bonds in denominations of One thousand dollars or any multiple thereof; they shall bear interest from October 1, 1960, in the case of coupon bonds, and from the beginning of the current interest period during which each fully registered bond is dated in the case of fully registered bonds, at the rate per annum designated in the title thereof, payable semi-annually, on April 1, and October 1 of each year; and the principal of, premium, if any, and interest on each said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. American National Bank and Trust Company of Chicago is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 1990 Bonds; all reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 1990 Bonds being a reference to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor paying agent or agents in the City of Chicago, Illinois, with respect to the principal of, premium, if any, and interest on the 1990 Bonds, shall be appointed by the Board of Directors of the Company. 1990 Bonds in coupon form shall be dated October 1, 1960. Fully registered bonds of said series shall be dated as of the date of authentication, except as otherwise provided in Section 10 of the Original Mortgage. Upon the notice and in the manner and with the effect provided in the Mortgage and in this Section 2, the 1990 Bonds shall be redeemable prior to the maturity thereof, as a whole at any time or in part from time to time, at the option of the Company, at the principal amount thereof and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth under the heading "Regular Redemption Premium" in the form of 1990 Bonds hereinafter recited, if redeemed otherwise than through the operation of the Sinking Fund created for the benefit of the 1990 Bonds by Section 5 of this Tenth Supplemental Indenture, or otherwise than by the application of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, provided, however, that prior to October 1, 1965, none of the 1990 Bonds may be redeemed, directly or indirectly, from the proceeds of or in anticipation of any refunding operation involving the incurring of debt which has an interest rate or cost to the Company, computed in accordance with generally accepted financial practice, of less than the interest rate borne by the 1990 Bonds. Upon the notice and in the manner and with the effect provided in the Mortgage and in this Section 2, the 1990 Bonds shall be redeemable by the Company prior to the maturity thereof, as a whole at any time or in part from time to time, through the operation of the Sinking Fund created for the benefit of the 1990 Bonds by Section 5 of this Tenth Supplemental Indenture, or out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 1990 Bonds so to be redeemed, together with a premium equal to the percentage of such principal amount set forth under the heading "Special Redemption Premium" in the form of 1990 Bonds hereinafter recited. The notice required for the redemption of the 1990 Bonds shall include at least thirty (80) days' published notice (such publication to be made at least once in each of four (4) successive calendar weeks upon any secular day of each such week, which need not be the same day in each week). At the option of the holder, any 1990 Bonds in coupon form, upon surrender thereof with all unmatured coupons and any matured coupons in default appertaining thereto at the office or agency of the Company in the City of Chicago, Illinois, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of authorized denominations. At the option of the registered holder, any fully registered 1990 Bond, upon surrender thereof at said office or agency of the Company together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of coupon bonds of the same series, with all unmatured coupons and any matured coupons in default attached, or for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The holder of any 1990 Bond in coupon form nay have the ownership thereof registered as to principal on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, and such registration noted on such bond. After such registration no transfer of such bond shall be valid unless made at said office or agency by `the registered holder in person or by his duly authorized attorney and similarly noted on such bond; but the same may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored; but such bond may again from time to time be registered or transferred to bearer in accordance with the above procedure. Such registration, however, shall not affect the negotiability of the coupons appertaining to such bonds, but every such coupon shall continue to be transferable by delivery merely and shall remain payable to bearer. Fully registered 1990 Bonds shall also be transferable on the books of the Company at said office or agency of the Company by the registered holder thereof, in person or by his duly authorized attorney, upon surrender for cancellation thereof. The issue of 1990 Bonds shall be limited to an aggregate principal amount of Twelve Million Dollars ($12,000,000) and shall be made on the basis of property additions under the provisions of Article VI of the Original Mortgage. SECTION 3. Such coupon 1990 Bonds, coupons and fully registered 1990 Bonds, and the Trustee's certificate thereon, shall be in the following forms, respectively:
[FORM OF COUPON BOND] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 4 5/8% Series, due 1990 Due October 1, 1990 $1,000 No. _________ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to the bearer, or, if this bond be registered, to the registered owner hereof, One Thousand Dollars on October 1, 1990, at the office or agency of the Company in the City of Chicago, Illinois, in lawful money of the United States of America, and to pay interest thereon from the date hereof at the rate of Four and Five-Eighths per centum per annum in like lawful money, at said office or agency on April 1 and October 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged, but only, in the case of interest due on or before maturity, according to the tenor and upon presentation and surrender of the respective coupons therefor hereto attached, as they severally mature. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, limited in aggregate principal amount to $12,000,000 and established by a Tenth Supplemental Indenture dated as of October 1, 1960, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee (which Mortgage and Deed of Trust as supplemented by all supplemental indentures is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected, by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. This bond shall pass by delivery unless registered as to principal in the owner's name at the office or agency of the Company in the City of Chicago, Illinois, and such registration noted hereon, after which no valid transfer hereof can be made, except at such office or agency, until after registered transfer to bearer, but after such registered transfer to bearer this bond shall be again transferable by delivery. Such registration, however, shall not affect the negotiability of the coupons, which shall always remain payable to bearer and transferable by delivery. The Company and the Trustee may deem and treat the bearer of this bond if it be not registered as to principal, or, if this bond is registered as herein authorized, the person in whose name the same is registered, and the bearer of any coupon hereto appertaining, as the absolute owner for the purpose' of receiving payment and for all other purposes. The 1990 Bonds are subject to redemption prior to the maturity thereof, as a whole at any time or in part from time to time, at the option of the Company, at the principal amount of the 1990 Bonds to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading "Regular Redemption Premium" if redeemed otherwise than through the operation of the Sinking Fund created for the benefit of the 1990 Bonds by Section 5 of said Tenth Supplemental Indenture, or otherwise than by the application of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, provided, however, that prior to October 1,1965, none of the 1990 Bonds may be redeemed, directly or indirectly, from the proceeds of or in anticipation of any refunding operation involving the incurring of debt which has an interest rate or cost to the Company, computed in accordance with generally accepted financial practice, of less than the interest rate borne by the 1990 Bonds. The 1990 Bonds are subject to redemption prior to the maturity thereof, as a whole at any time or in part from time to time, through the operation of the Sinking Fund created for the benefit of the 1990 Bonds by Section 5 of said Tenth Supplemental Indenture, or out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 1990 Bonds so to be redeemed and accrued interest to the date of redemption, together with a premium equal to the percentage of such principal amount set forth below under the heading "Special Redemption Premium": If Redeemed During the Regular Special Twelve Months' Period Redemption Redemption Ending With the Last Day Premium Premium of September of the Year Stated 1961.......................................... 5.85% 1.23% 1962.......................................... 5.65% 1.21% 1963.......................................... 5.45% 1.19% 1964.......................................... 5.25% 1.16% 1965.......................................... 5.04% 1.14% 1966.......................................... 4.84% 1.12% 1967.......................................... 4.64% 1.09% 1968.......................................... 4.44% 1.07% 1969.......................................... 4.24% 1.04% 1970.......................................... 4.04% 1.01% 1971.......................................... 3.83% 0.98% 1972.......................................... 3.63% 0.95% 1973.......................................... 3.43% 0.92% 1974.......................................... 3.23% 0.89% 1975.......................................... 3.03% 0.85% 1976.......................................... 2.83% 0.81% 1977.......................................... 2.63% 0.78% 1978.......................................... 2.42% 0.73% 1979.......................................... 2.22% 0.69% 1980.......................................... 2.02% 0.65% 1981.......................................... 1.82% 0.60% 1982.......................................... 1.62% 0.55% 1983.......................................... 1.42% 0.50% 1984.......................................... 1.21% 0.45% 1985.......................................... 1.01% 0.39% 1986.......................................... 0.81% 0.34% 1987.......................................... 0.61% 0.28% 1988.......................................... 0.41% 0.21% 1989.......................................... 0.21% 0.15% and without premium in either case if redeemed after September 30, 1989. In the manner and upon payment of the charges prescribed in the Mortgage, the 1990 Bonds in coupon form, upon, surrender thereof with all unmatured coupons and any matured coupons in default appertaining thereto at the office or agency of the Company in the City of Chicago, Illinois, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of authorized denominations, and in like manner any fully registered 1990 Bonds, upon surrender thereof at said office or agency of the Company, together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of coupon bonds of the same series, with all unmatured coupons and any matured coupons in default attached, or for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and a facsimile of its corporate seal to be imprinted hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, and interest coupons `bearing the facsimile signature of its Treasurer to be attached hereto. Dated, October 1, 1960. INDIANAPOLIS POWER & LIGHT COMPANY, By -------------------------------- President Attest: --------------------------------- Secretary [FORM OF APRIL COUPON] $23.13 No. _________ This coupon will not be payable if the bond hereinafter mentioned shall have previously become payable or been called for previous redemption and payment duly provided for. On April 1, _________, INDIANAPOLIS POWER & LIGHT COMPANY will pay to bearer upon surrender of this coupon at its office or agency in the City of Chicago, Illinois, the amount shown hereon, in lawful money of the United States of America, being six months' interest then due on its FIRST MORTGAGE BOND, 4 5/8% SERIES DUE OCTOBER 1, 1990. ------------------------------- Treasurer [FORM OF OCTOBER COUPON] $23.12 No. _________ This coupon will not be payable if the bond hereinafter mentioned shall have previously become payable or been called for previous redemption and payment duly provided for. On October 1, ______, INDIANAPOLIS POWER & LIGHT COMPANY will pay to bearer upon surrender of this coupon at its office or agency in the City of Chicago, Illinois, the amount shown hereon, in lawful money of the United States of America, being six months' interest then due on its FIRST MORTGAGE BOND, 4 5/8% SERIES DUE OCTOBER 1, 1990. -------------------------------- Treasurer [FORM OF FULLY REGISTERED BOND] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 4 5/8% Series, due 1990 Due October 1, 1990 $_________ No. _________ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to __________________________ or registered assigns, on October 1, 1990, at the office or agency of the Company in the City of Chicago, Illinois ____________________ Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of April or the first day of October next preceding the date of this bond, at the rate of Four and Five-Eighths per centum per annum in like lawful money, at said office or agency on April 1 and October 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, limited in aggregate principal amount to $12,000,000 and established by a Tenth Supplemental Indenture dated as of October 1, 1960, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee (which Mortgage and Deed of Trust as supplemented by all supplemental indentures is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds dis-qualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. The 1990 Bonds are subject to redemption prior to the maturity thereof, as a whole at any time or in part from time to time, at the option of the Company, at the principal amount of the 1990 Bonds to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading "Regular Redemption Premium" if redeemed otherwise than through the operation of the Sinking Fund created for the benefit of the 1990 Bonds by Section 5 of said Tenth Supplemental Indenture, or otherwise than by the application of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, provided, however, that prior to October 1, 1965, none of the 1990 Bonds may be redeemed, directly or indirectly, from the proceeds of or in anticipation of any refunding operation involving the incurring of debt which has an interest rate or cost to the Company, computed in accordance with generally accepted financial practice, of less than the interest rate borne by the 1990 Bonds. The 1990 Bonds are subject to redemption prior to the maturity thereof, as a whole at any time or in part from time to time, through the operation of the Sinking Fund created for the benefit of the 1990 Bonds by Section 5 of said Tenth Supplemental Indenture, or out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 1990 Bonds so to be redeemed and accrued interest to the date of redemption, together with a premium equal to the percentage of such principal amount set forth below under the heading "Special Redemption Premium": If Redeemed During the Regular Special Twelve Months' Period Redemption Redemption Ending With the Last Day Premium Premium of September of the Year Stated 1961......................................... 5.85% 1.23% 1962......................................... 5.65% 1.21% 1963......................................... 5.45% 1.19% 1964......................................... 5.25% 1.16% 1965......................................... 5.04% 1.14% 1966......................................... 4.84% 1.12% 1967......................................... 4.64% 1.09% 1968......................................... 4.44% 1.07% 1969......................................... 4.24% 1.04% 1970......................................... 4.04% 1.01% 1971......................................... 3.83% 0.98% 1972 ........................................ 3.63% 0.95% 1973......................................... 3.43% 0.92% 1974......................................... 3.23% 0.89% 1975......................................... 3.03% 0.85% 1976......................................... 2.83% 0.81% 1977......................................... 2.63% 0.78% 1978......................................... 2.42% 0.73% 1979......................................... 2.22% 0.69% 1980......................................... 2.02% 0.65% 1981......................................... 1.82% 0.60% 1982......................................... 1.62% 0.55% 1983......................................... 1.42% 0.50% 1984......................................... 1.21% 0.45% 1985......................................... 1.01% 0.39% 1986......................................... 0.81% 0.34% 1987......................................... 0.61% 0.28% 1988......................................... 0.41% 0.21% 1989......................................... 0.21% 0.15% and without premium in either case if redeemed after September 30, 1989. In the manner and upon payment of the charges prescribed in the Mortgage, the 1990 Bonds in coupon form, upon surrender thereof with all unmatured coupons and any matured coupons in default appertaining thereto at the office or agency of the Company in the City of Chicago, Illinois, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of authorized denominations, and in like manner any fully registered 1990 Bonds, upon surrender thereof at said office or agency of the Company, together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of coupon bonds of the same series, with all unmatured coupons and any matured coupons in default attached, or for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and a facsimile of its corporate seal to be imprinted hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. Dated, ___________________ INDIANAPOLIS POWER & LIGHT COMPANY, By --------------------------------- President Attest: ----------------------------------- Secretary [FORM OF TRUSTEE'S CERTIFICATE ON ALL BONDS] Trustee's Certificate This bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Tenth Supplemental Indenture. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, Trustee, By ---------------------------------- Authorized Officer SECTION 4. Until the 1990 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, 1990 Bonds in temporary form, as provided in Section 15 of the Original Mortgage, with the privilege of registration as to principal only, and with coupons No. 1 and No. 2 maturing on April 1, 1961, and October 1, 1961, respectively. Such bonds may, in lieu of the statement of the specific redemption prices required to be set forth in such Bonds in definitive form, include a reference to this Tenth Supplemental Indenture for a statement of such redemption prices. SECTION 5. The Company covenants that, so long as any of the 1990 Bonds shall remain outstanding, it will, on or before the first day of October of each year beginning with the year 1965, deliver to the Trustee, as and for a Sinking Fund for the benefit of the holders or the registered owners of 1990 Bonds, an amount in cash and/or principal amount of 1990 Bonds equivalent to one per centum (1%) of the greatest principal amount of 1990 Bonds theretofore at any one time outstanding. All cash deposited by the Company with the Trustee pursuant to the provisions of this Section shall be applied by the Trustee from time to time and as rapidly as may be practicable to the purchase of 1990 Bonds then outstanding, at public or private sale at the lowest prices at which such bonds can be obtained, not exceeding, however, the principal amount thereof, plus accrued interest thereon to the date of purchase, together with the special redemption premium set forth in the form of 1990 Bonds recited in Section 3 of this Tenth Supplemental Indenture, or, if the Company shall so request, the Trustee shall apply any cash then held by it under this Section to the redemption of 1990 Bonds as soon as may be practicable after such request. In case the balance of such cash remaining with the Trustee on the twentieth day of February of any year beginning with the year 1966 shall aggregate $25,000 or more, the Trustee shall apply the same to the redemption of 1990 Bonds on the next succeeding first day of April, in which case the Trustee shall give notice of such redemption in the name of the Company in the manner and in accordance with the applicable provisions of Article XII of the Original Mortgage and Section 2 of this Tenth Supplemental Indenture; and the Trustee is hereby appointed the agent of the Company for such purpose. The Company covenants that whenever any redemption of 1990 Bonds shall be required under the provisions of this Section, it will at the request of the Trustee take all action necessary, and authorize the Trustee to take all action necessary, to redeem such bonds. The 1990 Bonds shall be subject to redemption through the operation of such Sinking Fund at the principal amount thereof, plus accrued interest to the redemption date, together with the aforesaid special redemption premium. The Company shall have the right to tender 1990 Bonds for sale by it to the Trustee under the provisions of this Section. The Company shall pay to the Trustee, on demand, the amount of accrued and unpaid interest upon all bonds purchased or redeemed pursuant to this Section. Any bonds deposited, purchased or redeemed pursuant to the provisions of this Section, shall forthwith be cancelled by the Trustee, and upon the request of the Company, the Trustee may cremate the same and deliver to the Company a certificate of such cremation. The Company covenants that it will not use any bonds heretofore issued under the Mortgage (including any of the 1990 Bonds) which may be retired pursuant to the respective sinking funds provided for the bonds now outstanding or the 1990 Bonds, as the basis for the authentication and delivery of bonds pursuant to Article VII of the Mortgage, or as credit pursuant to any other provision of the Mortgage. SECTION 6. The Company covenants that, so long as any of the 1990 Bonds shall remain outstanding, it will continue to make to the Trustee the annual payments for a Maintenance and Improvement Fund required by Section 41 of the Original Mortgage and will comply with the provisions of said Section 41. SECTION 7. The Company covenants that, so long as any of the 1990 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. SECTION 8. In the event the Company elects to redeem any of the 1990 Bonds prior to October 1, 1965, the Company shall, prior thereto, furnish to the Trustee a Treasurer's Certificate stating that such redemption is not being made, directly or indirectly, from the proceeds of or in anticipation of any refunding operation involving the incurring of debt which has an interest rate or cost to the Company, computed in accordance with generally accepted financial practice, of less than the interest rate borne by the 1990 Bonds and that said refunding operation is in full compliance with the terms and conditions of Section 2 of this Tenth Supplemental Indenture. SECTION 9. Section 14 of the Original Mortgage is hereby amended by amending the first sentence thereof to read as follows: All bonds issued hereunder shall, from time to time, be executed on behalf of the Company by its President or one of its Vice-Presidents, whose signature, except on bonds of the 3% Series, due 1970, 3% Series, due 1974, 277/8% Series, due 1979, 277/8% Series, due 1981, 35/8% Series, due 1983, 35/8% Series, due 1986 and 41/8% Series, due 1988, may be a facsimile and its corporate seal shall be thereunto affixed or imprinted thereon and attested by its Secretary or one of its Assistant Secretaries, whose attestation, except on bonds of the series enumerated above, may be a facsimile. and by amending the next to the last sentence thereof to read as follows: In case any of the officers who shall have signed any bonds or attested the seal thereon or whose facsimile signature appears on any bonds or coupons shall cease to be such officers of the Company before the bonds so signed and/or sealed shall have been actually authenticated and delivered by the Trustee or issued by the Company, such bonds nevertheless may be authenticated, delivered and/or issued with the same force and effect as though the person or persons who signed such bonds or attested the seal thereon or whose facsimile signature appears on any bonds or coupons had not ceased to be such officer or officers of the Company. SECTION 10. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to validity or adequacy of the security afforded hereby, or as to the validity of this Tenth Supplemental Indenture or of the bonds or coupons issued hereunder. SECTION 11. Whenever in this Tenth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Tenth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 12. Nothing in this Tenth Supplemental Indenture, expressed or implied, is intended or shall be construed to confer upon or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Tenth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Tenth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. SECTION 13. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 1990 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Tenth Supplemental Indenture. SECTION 14. This Tenth Supplemental Indenture is dated as of October 1, 1960, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by its Assistant Secretary, all as of the day, month and year first above written. INDIANAPOLIS POWER & LIGHT COMPANY, [SEAL] Attest: By /s/O.T. Fitzwater O.T. Fitzwater, President Ralph W. Husted, Secretary AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, [SEAL] Attest: By /s/E. L. Andrews E. L. Andrews, Vice-President /s/A. H. Morstadt A. H. Morstadt, Assistant Secretary
STATE OF INDIANA ) ) SS.: COUNTY OF MARION ) On this 28th day of September, in the year 1960, before me, a Notary Public in and for the County and State aforesaid, personally came O. T. Fitzwater, President, and Ralph W. Husted, Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such President and Secretary, respectively. Said O. T. Fitzwater and Ralph W. Husted being by me severally duly sworn did depose and say that the said O. T. Fitzwater resides in the City of Indianapolis, Marion County, Indiana, and that the said Ralph W. Husted resides in the City of Indianapolis, Marion County, Indiana; that said O. T. Fitzwater is President and said Ralph W. Husted is Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 28th day of September, 1960. /s/Margaret M. Miller Margaret M. Miller, Notary Public (Notarial Seal) My Commission Expires July 29, 1961
STATE OF ILLINOIS ) ) SS.: COUNTY OF COOK ) On this 28th day of September, in the year 1960, before me, a Notary Public. in and for the County and State aforesaid, personally came E. L. Andrews, Vice-President, and A. H. Morstadt, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said E. L. Andrews and A. H. Morstadt, being by me severally duly sworn did depose and say that the said E. L. Andrews resides in Highland Park, State of Illinois, and that the said A. H. Morstadt resides in Elmhurst, State of Illinois; that said E. L. Andrews is Vice-President and said A. H. Morstadt is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 28th day of September, 1960. /s/Ruth J. Baumgartner Ruth J. Baumgartner, Notary Public (Notarial Seal) My Commission Expires: December 5, 1961 This instrument was prepared by Ralph W. Husted
RECORDING DATA TENTH SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 1, 1960 County Instrument Record Page Instru- Recording ment No. Date Marion Real Estate Mortgage Mortgage Record 2059 378 71894 September 28, 1960 Chattel Mortgage Chattel Minute Record 236 149 71895 September 28, 1960 Boone Real Estate Mortgage Mortgage Record 136 487 4544 September 29, 1960 Chattel Mortgage Chattel Minute Record 24 194 4545 September 29, 1960 Gibson Real Estate Mortgage Mortgage Record 185 94 8035 September 29, 1960 Chattel Mortgage Chattel Minute Record 17 196 8036 September 29, 1960 Hamilton Real Estate Mortgage Mortgage Record 146 205 1359 September 29, 1960 Chattel Mortgage Chattel Minute Record M9 234 1360 September 29, 1960 Hancock Real Estate Mortgage Mortgage Record 104 513 4191 September 29, 1960 Chattel Mortgage Chattel Minute Record 19 197 4192 September 29, 1960 Hendricks Real Estate Mortgage Mortgage Record 153 438 7680 September 29, 1960 Chattel Mortgage Chattel Minute Record 16 193 7681 September 29, 1960 Johnson Real Estate Mortgage Mortgage Record 147 441 08206 September 29, 1960 Chattel Mortgage Chattel Minute Record 23 37 08207 September 29, 1960 Morgan Real Estate Mortgage Mortgage Record 142 75 24360 September 29, 1960 Chattel Mortgage Chattel Minute Record 42 94 24359 September 29, 1960 Pike Real Estate Mortgage Mortgage Record 37 313 2482 September 29, 1960 Chattel Mortgage Chattel Minute Record 7 130 2483 September 29, 1960 Shelby Real Estate Mortgage Mortgage Record 179 13 3941 September 29, 1960 Chattel Mortgage Chattel Minute Record 18 162 3942 September 29, 1960 Sullivan Real Estate Mortgage Mortgage Record 161 407 33685 September 29, 1960 Chattel Mortgage Chattel Minute Record 17 66 33686 September 29, 1960
[CONFORMED COPY] ================================================================================ INDIANAPOLIS POWER & LIGHT COMPANY to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE ____________________ Eighteenth Supplemental Indenture ____________________ Dated as of February 15, 1974 ____________________ MODIFICATIONS OF MORTGAGE AND DEED OF TRUST DATED AS OF MAY 1, 1940, AS SUPPLEMENTED ================================================================================
TABLE OF CONTENTS* of EIGHTEENTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY Page PARTIES..................................................................... 1 RECITALS.................................................................... 1 SEC. 1 Modification of Section 4(I) of Original Mortgage.................. 3 SEC. 2 Modification of Section 6 of Original Mortgage..................... 3 SEC. 3 Modification of Section 80(7) (h) of Original Mortgage............. 3 SEC. 4 Modification of Section 39 of Original Mortgage.................... 4 SEC. 5 Eighteenth Supplemental Indenture executed to embody modifications of Mortgage and Deed of Trust dated as of May 1, 1940......................................... 5 SEC. 6 Trustee assent under Section 125 of Original Mortgage.............. 5 SEC. 7 Successors and assigns............................................. 5 SEC. 8 Limitation of rights hereunder..................................... 5 SEC. 9 Execution in counterparts.......................................... 6 TESTIMONIUM................................................................. 6 SIGNATURES AND SEALS........................................................ 6 ACKNOWLEDGMENTS............................................................. 8 ----------------------- * Table of Contents is not part of the Eighteenth Supplemental Indenture and should not be considered as such. It is included herein only for purposes of convenient reference.
THIS EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of February 15, 1974, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company", party of the first part and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee", party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto, and the "Mortgage" when referred to as now or heretofore supplemented) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, and as of March 15, 1973; and WHEREAS, modifications of the Original Mortgage as hereinafter set forth were made at an adjourned meeting of bondholders duly convened and held on November 30, 1973, in accordance with the provisions of Article XX of the Original Mortgage, by resolutions duly adopted by the affirmative votes of the holders of more than sixty-six and two-thirds per centum (66-2/3%) in principal amount of the bonds entitled to vote at such meeting then outstanding under the Mortgage, and approved by resolutions of the Board of Directors of the Company duly adopted at a meeting thereof duly convened and held on December 14, 1973, a copy of which resolutions of approval, certified by the Secretary of the Company, was filed by the Company with the Trustee on December 17, 1973, and became binding upon. the Company, the Trustee, and the holders of all bonds and coupons issued under the Mortgage, on February 15, 1974; and WHEREAS, Section 126 of Article XX of the Original Mortgage provides, among other things, that instruments supplemental to the Original Mortgage embodying any modification of the Original Mortgage made at any bondholders' meeting and approved by resolution of the Board of Directors of the Company, may be executed by the Trustee and the Company; and WHEREAS, all things necessary to make the modifications of the Original Mortgage hereinafter set forth binding upon the Company, the Trustee and the holders of all bonds and coupons issued under the Mortgage, and to make this Eighteenth Supplemental Indenture a valid mid binding agreement supplemental to the Original Mortgage, have been done and performed, and the execution and delivery hereof, in the form and terms hereof, have been in all respects duly authorized; NOW, THEREFORE, THIS EIGHTEENTH SUPPLEMENTAL INDENTURE WITNESSETH that, in consideration of the premises and of the sum of one dollar lawful money of the United States of America to the Company duly paid by the Trustee at or before the execution and delivery of this Eighteenth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Eighteenth Supplemental Indenture for the uses and purposes hereinafter expressed, that is to say: SECTION 1. Section 4(I) of the Original Mortgage has been modified so that the first sentence thereof now reads as follows: "SECTION 4. (I) The term `property additions' shall mean plants, lines, pipes, mains, cables, machinery, transmission lines, pipe lines, distribution systems, service systems and supply systems, property, real or personal, and improvements, extensions or additions, located within the State of Indiana, or located in any other State if such property is physically connected with any property of the Company located in Indiana by or through other property of the Company, acquired by purchase, consolidation, merger, donation or in any other way whatsoever, subsequent to April 30, 1940, or made or constructed subsequent to April 30, 1940, or in the process of construction or erection in so far as actually constructed or erected subsequent to April 30, 1940, and used or useful or to be used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity for light, heat, power or other purposes, or steam for power, heat or other purposes, including, without limitation, nuclear fuel assemblies, components and materials used in the generation of electricity." SECTION 2. Section 6 of the Original Mortgage has been modified by striking out the word "or" at the end of subdivision (f); by substituting a semi-colon for the period at the end of subdivision (g), and adding the word "or" after the semi-colon, and by adding immediately after subdivision (g) the following new subdivision (h) as follows: "(h) waivers of the right to partition property held by the Company as a tenant in common with another or others." SECTION 3. Section 30 of the Original Mortgage has been modified by amending clause (h) of subdivision (7) thereof so that said clause now reads as follows: "(h) that the Company has corporate authority and all necessary permission from governmental authorities to own the property additions in respect of which such application is made;" SECTION 4. Section 39 of the Original Mortgage has been modified so that said Section now reads as follows: "SECTION 39. That it will pay all taxes and assessments lawfully levied or assessed upon the mortgaged and pledged property, or upon any part thereof or upon any income therefrom or upon the interest of the Trustee in the mortgaged and. pledged property before the same shall become delinquent, and will duly observe and conform to all valid requirements of any governmental authority relative to any of the mortgaged and pledged property, and all covenants, terms and conditions upon or under which any of the mortgaged and pledged property is held; that it will not suffer any lien to be hereafter created upon the mortgaged and pledged property, or any part thereof, or the income therefrom, prior to the lien of these presents, other than excepted encumbrances, and, in the case of property hereafter acquired, vendors' liens, purchase money mortgages and any lien thereon at the time of the acquisition thereof, and that within four months after the accruing of any lawful claims or demands for labor, materials, supplies or other objects, which if unpaid might by law be given precedence over the lien of this Indenture as a lien or charge upon any of the mortgaged and pledged property or the income thereof, it will pay or cause to be discharged or make adequate provision to satisfy and discharge the same; provided, however, that nothing in this Section contained shall require the Company to observe or conform (1) to any requirement of governmental authority or to cause to be paid or discharged, or to make provision for, any such lien or charge, or to pay any such tax, assessment or governmental charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings, or (2) to observe or conform to any requirement of governmental authority arising under any federal, state or local environmental law or regulation if the Company is in good faith doing all things technologically and economically feasible and prudent on its part to observe or conform to such requirement, and if the Company shall have filed an engineer's certificate with the Trustee to such effect specifying such requirement and the good faith efforts it is making to comply therewith; and provided that such security for the payment of such lien, charge or tax shall be given as the Trustee may require; and that, save as aforesaid, it will not suffer any matter or thing whereby the lien hereof might or could be impaired." SECTION 5. This Eighteenth Supplemental Indenture is executed and delivered by the Company and the Trustee for the purpose of embodying the modifications of the Original Mortgage set forth in Sections 1, 2, 8 and 4 hereof, made at the adjourned meeting of bondholders referred to in the recitals contained herein, and approved by resolutions of the Board of Directors of the Company, as therein stated, which modifications became binding upon the Company, the Trustee and the holders of all bonds and coupons issued under the Mortgage, on February 15, 1974. SECTION 6. To the extent required by Section 125 of Article XX of the Original Mortgage, the Trustee, by its execution of this Eighteenth Supplemental Indenture, evidences its written assent to the modifications of the Original Mortgage set forth in Sections 1, 2, 8 and 4 hereof. SECTION 7. Whenever in this Eighteenth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Eighteenth Supplemental Indenture contained by or on behalf of the Company shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 8. Nothing in this Eighteenth Supplemental Indenture, expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons issued under the Mortgage, any right, remedy, or claim under or by reason of this Eighteenth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Eighteenth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons issued under the Mortgage. SECTION 9. This Eighteenth Supplemental Indenture is dated as of February 15, 1974, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. INDIANAPOLIS POWER & LIGHT COMPANY By /s/E. L. CASSADY E.L. CASSADY, President Attest: /s/M.E. Woods M.E. Woods, Secretary AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO By /s/P. G. CALLAS PERRY G. CALLAS, Vice President Attest: /s/RICHARD Y. GUTHRIE RICHARD Y. GUTHRIE, Assistant Secretary
STATE OF INDIANA ) COUNTY OF MARION ) SS: On this 15th day of February, in the year 1974, before me, a Notary Public in and for the County and State aforesaid, personally came E. L. CASSADY, President, and M. E. WOODS, Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such President and Secretary, respectively. Said E. L. Cassady and M. E. Woods, being by me severally duly sworn did depose and say that said E. L. Cassady resides in Marion County, Indiana, and that said M. E. Woods resides in Hendricks County, Indiana; that said E. L. Cassady is President and said M. E. Woods is Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 15th day of February, 1974. /s/L. ANGELA CRAWFORD L. ANGELA CRAWFORD, Notary Public My Commission Expires: May 2, 1977 (Notarial Seal)
STATE OF ILLINOIS ) COUNTY OF COOK ) SS: On this 15th day of February, in the year 1974, before me, a Notary Public in and for the County and State aforesaid, personally came PERRY G. CALLAS, Vice President, and RICHARD Y. GUTHRIE, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice President and Assistant Secretary, respectively. Said PERRY G. CALLAS, AND RICHARD Y. GUTHRIE, being by me severally duly sworn did depose and say that said PERRY G. CALLAS resides in Chicago, State of Illinois, and that said RICHARD Y. GUTHRIE resides in Evanston, State of Illinois; that said PERRY G. CALLAS, Vice President and said RICHARD Y. GUTHRIE is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 15th day of February, 1974. /s/SANDRA GURGONE SANDRA GURGONE, Notary Public My Commission Expires: January 15, 1978 (Notarial Seal) This instrument was prepared by M. E. Woods
RECORDING DATA Eighteenth Supplemental Indenture Dates As Of February 15, 1974 Recording County Record Page Instr. No. Date ------ ------ ---- ---------- --------- Boone ........ Mtg. Rec. 169 85 610 2/19/74 Daviess ...... Mtg. Rec. 181 743 10439 2/19/74 Gibson ....... Drawer No. 2 --- 37234 2/19/74 Card No. 5259 Greene ....... Mtg. Rec. H-7 65 862 2/19/74 Hamilton ..... Mtg. Rec. 294 429 1261 2/19/74 Hancock ...... --- --- 74-0714 2/19/74 Hendricks .... Mtg. Rec. 214 241-6 11721 2/19/74 Johnson ...... Mtg. Rec. 221 765 011890 2/19/74 Knox ......... Mtg. Rec. 240 365 593 2/19/74 Madison ...... Mtg. Rec. 600 407 9299 2/19/74 Marion ....... --- --- 74-8625 2/19/74 Monroe ....... Mtg. Rec. A227 451 56636 2/19/74 Morgan ....... Mtg. Rec. 227 33 778 2/19/74 Owen ......... Mtg. Rec. AAV 397 32784 2/19/74 Pike ......... Mtg. Rec. 54 163 338 2/19/74 Putnam ....... Mtg. Rec. 139 443 13542 2/19/74 Shelby ....... Mtg. Rec. 220 671 705 2/19/74 Sullivan ..... Mtg. Rec. 202 484 16908 2/19/74
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE --------------- THIRTY-FOURTH SUPPLEMENTAL INDENTURE --------------- DATED AS OF OCTOBER 15, 1991 ESTABLISHING FIRST MORTGAGE BONDS, 8% SERIES, DUE 2006 TABLE OF CONTENTS* of THIRTY-FOURTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY PAGE ---- Parties.................................................. 1 Recitals................................................. 1 Section 1 Granting clauses.............................. 3 Part I Electric Distributing Systems....... 3 Part II Steam and Hot Water Distributing Systems.......................... 4 Part III Indeterminate Permits and Franchises....................... 4 Part IV Other Property..................... 5 General and after-acquired title.............. 6 Section 2 Designation of Thirty-Second series of bonds and kind and denominations thereof.......... 6 Record date for payment of interest........... 6 Designation of American National Bank and Trust Company of Chicago as paying agent.......... 7 Exchange of bonds............................. 7 Transfer of bonds............................. 8 Series limited to $58,800,000................. 8 Section 3 Form of fully registered bond................. 8 Form of Trustee's certificate on bonds........ 10 Section 4 Temporary bonds............................... 13 Section 5 Annual Payments for Maintenance and Improvement Fund............................ 13 Section 6 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions................................ 14 Section 7 Acceptance of trusts by Trustee and conditions of acceptance.................... 14 Section 8 Successors and assigns........................ 14 Section 9 Limitation of rights hereunder................ 14 _________________________ *Table of Contents is not part of the Thirty-Fourth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. PAGE ---- Section 10 Compliance with terms, provisions and conditions of Mortgage...................... 15 Section 11 Execution in counterparts..................... 15 Testimonium............................................... 16 Signatures and Seals...................................... 16 Acknowledgements.......................................... 17 ii THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of October 15, 1991, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, and as of August 1, 1989; and WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 8% Series, due 2006" (the bonds of said series being hereinafter sometimes referred to as the "2006 Bonds"), limited to the aggregate principal amount of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000); and WHEREAS, all things necessary to make the 2006 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, valid, binding and legal obligations of the Company, and to make this Thirty-Fourth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Thirty-Fourth Supplemental Indenture, and the terms of the 2006 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Thirty-Fourth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2006 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Thirty-Fourth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Thirty-Fourth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights- of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgages) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracks; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tools, rent, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) to be issued under and secured by the Mortgage, to be designated "8% Series, due 2006", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on October 15, 2006, and shall be issued only as fully registered bonds without coupons in the denomination of one thousand dollars and any larger denomination which is a multiple of one thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on October 15 and April 15 of each year; and the principal of, premium, if any, and interest on each said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. The person in whose name any such bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or in behalf of the Company by notice mailed to the holders of the 2006 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date, or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close. American National Bank and Trust Company of Chicago is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2006 Bonds and for the registration, transfer and exchange of such bonds as hereinafter provided; all reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2006 Bonds, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In the event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2006 Bonds shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2006 Bonds shall not be subject to redemption by the Company prior to the maturity thereof except out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, in which event the redemption price of the 2006 Bonds so to be redeemed shall be the principal amount of such bonds plus accrued interest thereon to the date of redemption. At the option of the holder, any 2006 Bonds, upon surrender thereof at said office or agency of the Company together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2006 Bonds shall be transferable on the books of the Company at said office or agency of the Company in the City of Chicago, Illinois, by the registered holder thereof, in person or by his duly authorized attorney, upon surrender thereof for cancellation. The Company shall not be required to make transfers or exchanges of any of the 2006 Bonds for a period of ten (10) days next preceding any interest payment date of said bonds. No charge shall be made upon any transfer or exchange of any of the 2006 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2006 Bonds shall be limited to an aggregate principal amount of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) and shall be issued under the provisions of Article VI and Article VII of the Original Mortgage. Section 3. The 2006 Bonds, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [Form of Face of Bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 8% Series, Due 2006 Due October 15, 2006 No. $ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on October 15, 2006, at the office or agency of the Company in the City of Chicago, Illinois, Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the fifteenth day of October or the fifteenth day of April next preceding the date of this bond, at the rate of 8 per centum per annum in like lawful money, at said office or agency on October 15 and April 15 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on October 15 or April 15 will, subject to the exception provided in Section 2 of the Thirty- Fourth Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and a facsimile of its corporate seal to be imprinted hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated: By_______________________________________ President Attest: By_____________________________ Secretary [Form of Trustee's Certificate on Bonds] Trustee's Certificate This Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Thirty-Fourth Supplemental Indenture. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By______________________________________ Authorized Signature [Form of Reverse Side of Bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 8% Series, due 2006 Due October 15, 2006 This Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 8% Series, due 2006 (herein sometimes called the "2006 Bonds") limited in aggregate principal amount to Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) and established by a Thirty-Fourth Supplemental Indenture, dated as of October 15, 1991, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. The 2006 Bonds are issued only in fully registered form without coupons in the denomination of one thousand dollars and any larger denomination which is a multiple of one thousand dollars. In the manner and upon payment of the charges hereinafter mentioned, the 2006 Bonds, upon surrender thereof at the office or agency of the Company in the City of Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed and upon payment of the charges hereinafter mentioned, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. No charge shall be made upon any transfer or exchange of any of the 2006 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The Company shall not be required to make transfers or exchanges of any of the 2006 Bonds for a period of ten (10) days next preceding any interest payment date of said bonds. The 2006 Bonds are not subject to redemption by the Company prior to the maturity thereof except out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, in which event the redemption price of the 2006 Bonds so to be redeemed shall be the principal amount of such bonds plus accrued interest thereon to the date of redemption. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage. Section 4. Until the 2006 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2006 Bonds in temporary form, as provided in Section 15 of the Original Mortgage. Such bonds may, in lieu of the statement of the specific redemption prices required to be set forth in such bonds in definitive form, include a reference to this Thirty-Fourth Supplemental Indenture for a statement of such redemption prices. Section 5. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to, or be for the benefit of the 2006 Bonds, and the Company reserves the right, without any consent of, or other action by, the holders of the 2006 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund, and by acceptance of the 2006 Bonds, the holders thereof waive any right or privilege so to consent or take any other action with respect thereto. Section 6. The Company covenants that, so long as any of the 2006 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 7. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Thirty-Fourth Supplemental Indenture or of the bonds issued hereunder. Section 8. Whenever in this Thirty-Fourth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Thirty-Fourth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 9. Nothing in this Thirty-Fourth Supplemental Indenture, expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co- partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Thirty-Fourth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Fourth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 10. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2006 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Thirty- Fourth Supplemental Indenture. Section 11. This Thirty-Fourth Supplemental Indenture is dated as of October 15, 1991, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank and Trust Company of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company (SEAL) By /s/ Marcus E. Woods Marcus E. Woods, Vice-President. Attest: /s/ Clark L. Snyder, Clark L. Snyder, Assistant Secretary. American National Bank and Trust Company of Chicago, (SEAL) By /s/ Ronald B. Bremen Ronald B. Bremen, Vice-President. Attest: /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary. State of Indiana ) ) ss.: County of Marion ) On this 16th day of October, in the year 1991, before me, a Notary Public in and for the County and State aforesaid, personally came Marcus E. Woods, Vice- President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President, and Assistant Secretary, respectively. Said Marcus E. Woods, and Clark L. Snyder being by me severally duly sworn did depose and say that the said Marcus E. Woods resides in Hendricks County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Marcus E. Woods is Vice- President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 16th day of October, 1991. /s/ Gloria K. Bryant Gloria K. Bryant, Notary Public. My Commission Expires: June 11, 1995 My County of Residence is: Marion (Notarial Seal) State of Illinois ) ) ss.: County of Cook ) On this 16th day of October, in the year 1991, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice- President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 16th day of October, 1991. /s/ Bernadette G. Janairo Bernadette G. Janairo, Notary Public. (Notarial Seal) My Commission Expires: May 22, 1994 My County of Residence is: Cook This instrument was prepared by Marcus E. Woods, Attorney at Law
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE --------------- THIRTY-FIFTH SUPPLEMENTAL INDENTURE --------------- DATED AS OF AUGUST 1, 1992 ESTABLISHING FIRST MORTGAGE BONDS, 7-3/8% SERIES, DUE 2007 TABLE OF CONTENTS* of THIRTY-FIFTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY PAGE ---- Parties..................................................... 1 Recitals.................................................... 1 Section 1 Granting clauses............................... 3 Part I Electric Distributing Systems......... 3 Part II Steam and Hot Water Distributing Systems............................ 4 Part III Indeterminate Permits and Franchises 4 Part IV Other Property....................... 5 General and after-acquired title............... 6 Section 2 Designation of Thirty-Third series of bonds and kind and denominations thereof............... 6 Record date for payment of interest............ 7 Designation of American National Bank and Trust Company of Chicago as paying agent........... 7 Exchange of bonds.............................. 7 Transfer of bonds.............................. 8 Series limited to $80,000,000.................. 8 Section 3 Form of fully registered bond.................. 8 Form of Trustee's certificate on bonds......... 8 Section 4 Temporary bonds................................ 13 Section 5 Annual Payments for Maintenance and Improvement Fund......................................... 13 Section 6 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions........ 14 Section 7 Acceptance of trusts by Trustee and conditions of acceptance................................. 14 Section 8 Successors and assigns......................... 14 Section 9 Limitation of rights hereunder................. 14 _________________________ *Table of Contents is not part of the Thirty-Fifth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. PAGE ---- Section 10 Compliance with terms, provisions and conditions of Mortgage....................... 15 Section 11 Execution in counterparts...................... 15 Testimonium................................................. 16 Signatures and Seals........................................ 16 Acknowledgements............................................ 17 ii THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of August 1, 1992, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, and as of October 15, 1991; WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 7-3/8% Series, due 2007" (the bonds of said series being hereinafter sometimes referred to as the "2007 Bonds"), limited to the aggregate principal amount of Eighty Million Dollars ($80,000,000); and WHEREAS, all things necessary to make the 2007 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, valid, binding and legal obligations of the Company, and to make this Thirty-Fifth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Thirty-Fifth Supplemental Indenture, and the terms of the 2007 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Thirty-Fifth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2007 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Thirty-Fifth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Thirty-Fifth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights- of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgages) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracks; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tools, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Eighty Million Dollars ($80,000,000) to be issued under and secured by the Mortgage, to be designated "7-3/8% Series, due 2007", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on August 1, 2007, and shall be issued only as fully registered bonds without coupons in the denomination of one thousand dollars and any larger denomination which is a whole multiple of one thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on August 1 and February 1 of each year; and the principal of, premium, if any, and interest on each said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. The person in whose name any such bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or in behalf of the Company by notice mailed to the holders of the 2007 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date, or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close. American National Bank and Trust Company of Chicago is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2007 Bonds and for the registration, transfer and exchange of such bonds as hereinafter provided; all reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2007 Bonds, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In the event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2007 Bonds shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2007 Bonds shall not be subject to redemption by the Company prior to the maturity thereof except out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, in which event the redemption price of the 2007 Bonds so to be redeemed shall be the principal amount of such bonds plus accrued interest thereon to the date of redemption. At the option of the holder, any 2007 Bond, upon surrender thereof at said office or agency of the Company together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2007 Bonds shall be transferable on the books of the Company at said office or agency of the Company in the City of Chicago, Illinois, by the registered holder thereof, in person or by his duly authorized attorney, upon surrender thereof for cancellation. The Company shall not be required to make transfers or exchanges of any of the 2007 Bonds for a period of ten (10) days next preceding any interest payment date of said bonds. No charge shall be made upon any transfer or exchange of any of the 2007 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2007 Bonds shall be limited to an aggregate principal amount of Eighty Million Dollars ($80,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage. Section 3. The 2007 Bonds and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [Form of Face of Bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 7-3/8% Series, Due 2007 Due August 1, 2007 No. $ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay to or registered assigns, on August 1, 2007, at the office or agency of the Company in the City of Chicago, Illinois, Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of August or the first day of February next preceding the date of this bond, at the rate of 7-3/8 per centum per annum in like lawful money, at said office or agency on August 1 and February 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on August 1 or February 1 will, subject to the exception provided in Section 2 of the Thirty- Fifth Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and a facsimile of its corporate seal to be imprinted hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated: By_______________________________________ President Attest: By_____________________________ Secretary [Form of Trustee's Certificate on Bonds] Trustee's Certificate This Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Thirty-Fifth Supplemental Indenture. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By______________________________________ Authorized Signature [Form of Reverse Side of Bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 7-3/8% Series, due 2007 Due August 1, 2007 This Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 7-3/8% Series, due 2007 (herein sometimes called the "2007 Bonds") limited in aggregate principal amount to Eighty Million Dollars ($80,000,000) and established by a Thirty-Fifth Supplemental Indenture, dated as of August 1, 1992, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. The 2007 Bonds are issuable only in fully registered form without coupons in the denomination of one thousand dollars and any larger denomination which is a multiple of one thousand dollars. In the manner and upon payment of the charges hereinafter mentioned, the 2007 Bonds, upon surrender thereof at the office or agency of the Company in the City of Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed and upon payment of the charges hereinafter mentioned, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. No charge shall be made upon any transfer or exchange of any of the 2007 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The Company shall not be require to make transfers or exchanges of any of the 2007 Bonds for a period of ten (10) days next preceding any interest payment date of said bonds. The 2007 Bonds are not subject to redemption by the Company prior to the maturity thereof except out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, in which event the redemption price of the 2007 Bonds so to be redeemed shall be the principal amount of such bonds plus accrued interest thereon to the date of redemption. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage. Section 4. Until the 2007 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2007 Bonds in temporary form, as provided in Section 15 of the Original Mortgage. Such bonds may, in lieu of the statement of the specific redemption prices required to be set forth in such bonds in definitive form, include a reference to this Thirty-Fifth Supplemental Indenture for a statement of such redemption prices. Section 5. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to, or be for the benefit of the 2007 Bonds, and the Company reserves the right, without any consent of, or other action by, the holders of the 2007 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund, and by acceptance of the 2007 Bonds, the holders thereof waive any right or privilege so to consent or take any other action with respect thereto. Section 6. The Company covenants that, so long as any of the 2007 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 7. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Thirty-Fifth Supplemental Indenture or of the bonds issued hereunder. Section 8. Whenever in this Thirty-Fifth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Thirty-Fifth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 9. Nothing in this Thirty-Fifth Supplemental Indenture, expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co- partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Thirty-Fifth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Fifth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 10. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2007 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Thirty- Fifth Supplemental Indenture. Section 11. This Thirty-Fifth Supplemental Indenture is dated as of August 1, 1992, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank and Trust Company of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company (SEAL) Attest: By /s/ Marcus E. Woods Marcus E. Woods, Vice-President /s/ Clark L. Snyder, Clark L. Snyder, Assistant Secretary American National Bank and Trust Company of Chicago, (SEAL) Attest: By /s/ Ronald B. Bremen Ronald B. Bremen, Vice-President /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary. State of Indiana ) ) ss.: County of Marion ) On this 31st day of July, in the year 1992, before me, a Notary Public in and for the County and State aforesaid, personally came Marcus E. Woods, Vice-President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President, and Assistant Secretary, respectively. Said Marcus E. Woods, and Clark L. Snyder being by me severally duly sworn did depose and say that the said Marcus E. Woods resides in Hendricks County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Marcus E. Woods is Vice-President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 31st day of July, 1992. /s/ Gloria K. Bryant Gloria K. Bryant Notary Public My Commission Expires: June 11, 1995 My County of Residence is: Marion (Notarial Seal) State of Illinois ) ) ss.: County of Cook ) On this 31st day of July, in the year 1992, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice-President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 31st day of July, 1992. /s/ Bernadette G. Janairo Bernadette G. Janairo, Notary Public (Notarial Seal) My Commission Expires: May 22, 1994 My County of Residence is: Cook This instrument was prepared by Marcus E. Woods, Attorney at Law
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE --------------- THIRTY-SIXTH SUPPLEMENTAL INDENTURE --------------- DATED AS OF APRIL 1, 1993 ESTABLISHING FIRST MORTGAGE BONDS, 6.10% SERIES, DUE 2016 TABLE OF CONTENTS* of THIRTY-SIXTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY PAGE ---- Parties.................................................. 1 Recitals................................................. 1 Section 1 Granting clauses............................. 3 Part I Electric Distributing Systems....... 4 Part II Steam and Hot Water Distributing Systems.......................... 4 Part III Indeterminate Permits and Franchises....................... 5 Part IV Other Property..................... 5 General and after-acquired title............. 6 Section 2 Designation of Thirty-Fourth series of bonds and kind and denominations thereof......... 6 Designation of Company or American National Bank and Trust Company of Chicago as paying agent...................................... 7 Purpose of bonds............................. 7 Redemption of bonds.......................... 8 Exchange of bonds............................ 12 Transfer of bonds............................ 13 Series limited to $41,850,000................ 13 Section 3 Form of fully registered bond................ 13 Form of Trustee's certificate on bonds....... 16 Section 4 Temporary bonds.............................. 19 Section 5 Payment of principal and interest; credits... 19 Section 6 Annual Payments for Maintenance and Improvement Fund....................................... 20 Section 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions...... 20 Section 8 Acceptance of trusts by Trustee and conditions of acceptance.............................. 20 _________________________ *Table of Contents is not part of the Thirty-Sixth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. PAGE ---- Section 9 Successors and assigns....................... 20 Section 10 Limitation of rights hereunder............... 21 Section 11 Compliance with terms, provisions and conditions of Mortgage..................... 21 Section 12 Execution in counterparts.................... 21 Testimonium.............................................. 22 Signatures and Seals..................................... 22 Acknowledgements......................................... 23 ii THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of April 1, 1993, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991 and as of August 1, 1992; WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company has entered into a Loan Agreement, dated as of April 1, 1993 (hereinafter called the "Loan Agreement") with the City of Petersburg, Indiana (the "City"), in order to obtain funds for the refunding of the aggregate principal amount of Forty One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) of the City's Pollution Control Revenue Bonds, Series 1976 and Series 1978 (Indianapolis Power & Light Company Project) issued by the City pursuant to a related loan agreements to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain pollution control facilities (the "Facilities"), and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Thirty-Sixth Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 6.10% Series, due 2016" (the bonds of said series being hereinafter sometimes referred to as the "2016 PC Bond"), limited to the aggregate principal amount of Forty One Million Eight Hundred Fifty Thousnd Dollars ($41,850,000); and WHEREAS, all things necessary to make the 2016 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Thirty-Sixth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Thirty-Sixth Supplemental Indenture, and the terms of the 2016 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Thirty-Sixth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2016 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Thirty-Sixth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Thirty-Sixth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights- of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Forty One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) to be issued under and secured by the Mortgage, to be designated "6.10% Series, due 2016", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on January 1, 2016, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi- annually, on January 1 and July 1 of each year (except that the first interest payment thereon shall be made July 1, 1993 for the three-month period from April 1, 1993 through June 30, 1993); and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2016 PC Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2016 PC Bond, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2016 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2016 PC Bond will be issued to evidence and secure a loan to the Company by the City pursuant to the Loan Agreement of certain funds to be acquired by the City through the issuance of City of Petersburg, Indiana, Pollution Control Refunding Revenue Bonds, Series 1993A (Indianapolis Power & Light Company Project)(the "Series 1993A Bonds"), authenticated and delivered under and pursuant to an Indenture of Trust dated as of April 1, 1993 (hereinafter called the "City Indenture"), by and between the City and National City Bank, Indiana, as Trustee (the "City Trustee"). Pursuant to the City's pledge and assignment of the Loan Agreement, as set forth in the City Indenture, the 2016 PC Bond shall be issued to the City and assigned to the City Trustee. All of the proceeds of the Series 1993A Bonds will be used for the refunding of the aggregate principal amount of Forty One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) of the City's Pollution Control Revenue Bonds, Series 1976 and Series 1978 (Indianapolis Power & Light Company Project) issued by the City pursuant to applicable loan agreements. Upon the notice and in the manner and with the effect provided in this Section 2, the 2016 PC Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances: (a) In whole, at the option of the Company, if the Facilities or Unit 3 of the Petersburg Generating Station serviced by the Facilities shall have been damaged or destroyed (i) to such extent that they cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company. (b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Facilities or Unit 3 of the Petersburg Generation Station serviced by the Facilities, shall have been taken, under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations of either the Facilities or such Unit 3 for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company. (c) In whole, at the option of the Company, if, as a result of any changes in the Constitution or law of the State of Indiana or the Constitution or law of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith or the decision of the Company not to contest the same, the Loan Agreement shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the City or the Company, with respect to the Facilities or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Facilities. (d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Facilities or the operation of Unit 3 of the Petersburg Generating Station serviced by the Facilities shall have occurred or technological or other changes shall have occurred which render the Facilities or said Unit 3 uneconomic for use in the reasonable opinion of the Company. (e) In part, at the option of the Company, to the extent of net proceeds received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Facilities shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the City and the City Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Facilities that was taken by such condemnation, taking or sale is not essential to the character or significance of the Facilities, or (ii) that the Facilities have been restored to a condition substantially equivalent to their condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Facilities. (f) In whole, at any time on or after January 1, 2003, or in part on any interest payment date on or after January 1, 2003, at the option of the Company at a price equal to the principal amount of the 2016 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth under the heading "Redemption Premium" in the form of the 2016 PC Bond hereinafter recited, so long as the Company is not in default under the Loan Agreement or the 2016 PC Bond. (g) the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2016 PC Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage. (h) In the event that the Company is notified by the City Trustee that (i) an event of default under the City Indenture has occurred and is continuing, and (ii) the City Trustee has declared the principal of all the Series 1993A Bonds then outstanding immediately due and payable pursuant to the City Indenture, the Company shall call for redemption, on a redemption date selected by it not later than thirty (30) days following the date on which such notice is mailed, the 2016 PC Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2016 PC Bond (x) such event of default is waived or cured as set forth in the City Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 2(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2016 PC Bond. (i) In the event the City Trustee notifies the Company and the City that the interest payable on the Series 1993A Bonds held by persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service to be subject to federal income taxation by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2016 PC Bond then outstanding to be redeemed on the next succeeding interest payment date within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2016 PC Bond pursuant to this Section 2(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the Series 1993A Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2016 PC Bond on the next succeeding interest payment date within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2016 PC Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the City Trustee to redeem the Series 1993A Bonds in part, which redemption would have the result that the interest payable on the Series 1993A Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended. In case of redemption of 2016 PC Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (f), (g), (h) or (i) above, the amounts payable upon redemption of 2016 PC Bond shall be a sum sufficient, together with other funds deposited with the City Trustee and available for such purpose, to pay the principal of (and premium, in the case of redemption pursuant to (f) above), and interest on the 2016 PC Bond then outstanding and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through final payment of the 2016 PC Bond. In case of redemption in part pursuant to (e), (f) or (i) above, the amount payable by the Company under this Thirty-Sixth Supplemental Indenture, the Loan Agreement and the 2016 PC Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of (and premium in the case of prepayment pursuant to (f) above) and interest on the 2016 PC Bond so to be redeemed, which sum together with other funds deposited with the City Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the Series 1993A Bonds and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through such partial prepayment. The 2016 PC Bond and the Series 1993A Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above. To exercise any of the options granted to redeem the 2016 PC Bond in whole or in part or to comply with any obligations to redeem the 2016 PC Bond in whole or in part imposed in this Section 2, the Company shall give written notice of the date of redemption to the City Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2016 PC Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2016 PC Bond. At the option of the holder, the 2016 PC Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2016 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Thirty- Sixth Supplemental Indenture. The Company shall not be required to transfer or exchange the 2016 PC Bond for a period of ten (10) days next preceding any interest payment date of such bond. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2016 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2016 PC Bond shall be limited to an aggregate principal amount of Forty One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) and shall be issued under the provisions of Article VII of the Original Mortgage. Section 3. The 2016 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [form of face of 2016 PC Bond] This First Mortgage Bond, 6.10% Series, due 2016 (hereinafter called the "2016 PC Bond") is not transferable except to a successor trustee under the Indenture of Trust dated as of April 1, 1993, between the City of Petersburg, Indiana and National City Bank, Indiana, as the Trustee, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 6.10% Series, Due 2016 Due January 1, 2016 No. $ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay to National City Bank, Indiana, as the Trustee (hereinafter called the "City Trustee") under the Indenture of Trust between the City of Petersburg, Indiana (the "City") and the City Trustee, dated as of April 1, 1993, (the "City Indenture") or registered assigns, on January 1, 2016, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, Forty One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of January or the first day of July next preceding the date of this 2016 PC Bond (except that the first interest payment hereunder shall be made July 1, 1993 for the three-month period from April 1, 1993 through June 30, 1993), at the rate of six and one-tenth per centum (6.10%) per annum in like lawful money at said office or agency, on January 1 and July 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on January 1 or July 1 will be paid to the registered owner of this 2016 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2016 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for the payment of the principal of or interest on this 2016 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2016 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this 2016 PC Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated: By_______________________________________ Treasurer Attest: By_____________________________ Secretary [Form of Trustee's Certificate on 2016 PC Bond] Trustee's Certificate This 2016 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Thirty-Sixth Supplemental Indenture thereto. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By______________________________________ Authorized Signature [Form of Reverse Side of 2016 PC Bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 6.10% Series, due 2016 Due January 1, 2016 This 2016 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 6.10% Series, due 2016 (herein called the "2016 PC Bond") limited in aggregate principal amount to Forty One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) and established by a Thirty-Sixth Supplemental Indenture dated as of April 1, 1993, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and terms and conditions upon which the bonds are secured. This 2016 PC Bond evidences and secures a loan made by the City to the Company, pursuant to a Loan Agreement, dated as of April 1, 1993, between the City and the Company (the "Loan Agreement"). In order to obtain funds for such loan, the City, contemporaneously with the issue of this 2016 PC Bond, will issue Forty One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) principal amount of its Pollution Control Refunding Revenue Bonds, Series 1993A (Indianapolis Power & Light Company Project) (the "City Bonds") under and pursuant to the City Indenture. The City Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2016 PC Bond and from moneys in the Bond Fund created under the City Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2016 PC Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the City Bonds and are directed by the Company to be applied thereto, all as provided in the Thirty-Sixth Supplemental Indenture. This 2016 PC Bond is not subject to redemption prior to January 1, 2003, except as provided in Section 2 of the Thirty-Sixth Supplemental Indenture, to which reference is made for full description of redemption provisions. This 2016 PC Bond is subject to redemption in whole at any time on or after January 1, 2003, or in part on any interest payment date on or after January 1, 2003, at the option of the Company, upon at least thirty (30) days prior notice, all as provided in the Thirty-Sixth Supplemental Indenture, at a price equal to the principal amount of the 2016 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading "Redemption Premium": If Redeemed During the Twelve Months Ending With the Thirty-First Day Redemption of December of the Year Stated Premium 2003................... 2.0% 2004................... 1.0% and without premium if redeemed after December 31, 2004. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2016 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2016 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Thirty-Sixth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2016 PC Bond at the place, at the respective times and at the rate and the manner herein prescribed. This 2016 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars. This 2016 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Thirty- Sixth Supplemental Indenture. [End of 2016 PC Bond Form] Section 4. Until the 2016 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2016 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Thirty-Sixth Supplemental Indenture for a statement of such redemption prices. Section 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2016 PC Bond the principal thereof, premium, if any, and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that: (a) The obligation of the Company to pay the principal of, and premium, if any, and interest on the 2016 PC Bond shall be discharged to the extent that any moneys in the Series 1993A Bond Account within the Bond Fund created under and pursuant to the City Indenture are available for the payment of the principal of, or premium, if any, or interest on the Series 1993A Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the City Indenture on or prior to the dates on which the Company is required to pay the principal of, or premium, if any, or interest on the 2016 PC Bond. (b) Except as otherwise provided in this Section 5, the principal amount of any Series 1993A Bond acquired by the Company and delivered to the City Trustee, or acquired by the City Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2016 PC Bond. As the principal of, premium, if any, and interest on the 2016 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2016 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2016 PC Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the City Trustee specifying the amount of such payment or credit and the principal amount of the 2016 PC Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2016 PC Bond, any such certificate shall be controlling and conclusive. Section 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2016 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2016 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2016 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto. Section 7. The Company covenants that, so long as the 2016 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Thirty-Sixth Supplemental Indenture or of the 2016 PC Bond issued hereunder. Section 9. Whenever in this Thirty-Sixth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Thirty-Sixth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 10. Nothing in this Thirty-Sixth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co- partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Thirty-Sixth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Sixth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2016 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Thirty-Sixth Supplemental Indenture. Section 12. This Thirty-Sixth Supplemental Indenture is dated as of April 1, 1993, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank and Trust Company of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company Attest: By /s/ Marcus E. Woods Marcus E. Woods, Vice-President /s/ Clark L. Snyder Clark L. Snyder, Assistant Secretary (Seal) American National Bank and Trust Company of Chicago Attest: By /s/ Richard Y. Guthrie Richard Y. Guthrie, Senior Vice-President /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary (Seal) State of Indiana ) ) ss.: County of Marion ) On this 5th day of April, in the year 1993, before me, a Notary Public in and for the County and State aforesaid, personally came Marcus E. Woods, Vice-President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President, and Assistant Secretary, respectively. Said Marcus E. Woods and Clark L. Snyder being by me severally duly sworn did depose and say that the said Marcus E. Woods resides in Hendricks County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Marcus E. Woods is Vice-President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that is was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 5th day of April, 1993. /s/ Gloria K. Bryant Gloria K. Bryant, Notary Public My Commission Expires: June 11, 1995 My County of Residence is: Marion (Notarial Seal) State of Illinois ) ) ss.: County of Cook ) On this 2nd day of April, in the year 1993, before me, a Notary Public in and for the County and State aforesaid, personally came Richard Y. Guthrie, Senior Vice- President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice- President and Assistant Secretary, respectively. Said Richard Y. Guthrie and Robert M. Selangowski, being by me severally sworn did depose and say that the said Richard Y. Guthrie resides in Evanston, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Richard Y. Guthrie is Senior Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 2nd day of April, 1993. /s/ Bernadette G. Janairo Bernadette G. Janairo, Notary Public My Commission Expires: May 22, 1994 My County of Residence is: Cook (Notarial Seal) This instrument was prepared by Marcus E. Woods, Attorney at Law
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE --------------- THIRTY-SEVENTH SUPPLEMENTAL INDENTURE --------------- DATED AS OF OCTOBER 1, 1993 ESTABLISHING FIRST MORTGAGE BONDS, 5.40% SERIES, DUE 2017 TABLE OF CONTENTS* of THIRTY-SEVENTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY PAGE ---- Parties.................................................. 1 Recitals................................................. 1 Section 1 Granting clauses............................. 3 Part I Electric Distributing Systems..... 4 Part II Steam and Hot Water Distributing Systems......................... 5 Part III Indeterminate Permits and Franchises...................... 5 Part IV Other Property.................... 5 General and after-acquired title............. 6 Section 2 Designation of Thirty-Fifth series of bonds and kind and denominations thereof......... 7 Designation of Company or American National Bank and Trust Company of Chicago as paying agent...................................... 7 Purpose of bonds............................. 7 Redemption of bonds.......................... 8 Exchange of bonds............................ 12 Transfer of bonds............................ 13 Series limited to $24,650,000................ 13 Section 3 Form of fully registered bond................ 13 Form of Trustee's certificate on bonds....... 16 Section 4 Temporary bonds.............................. 19 Section 5 Payment of principal and interest; credits... 19 Section 6 Annual Payments for Maintenance and Improvement Fund....................................... 20 Section 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions...... 20 Section 8 Acceptance of trusts by Trustee and conditions of acceptance.............................. 20 _________________________ *Table of Contents is not part of the Thirty-Seventh Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. PAGE ---- Section 9 Successors and assigns....................... 20 Section 10 Limitation of rights hereunder............... 21 Section 11 Compliance with terms, provisions and conditions of Mortgage..................... 21 Section 12 Execution in counterparts.................... 21 Testimonium.............................................. 22 Signatures and Seals..................................... 22 Acknowledgements......................................... 23 ii THIS THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1993, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992 and as of April 1, 1993; WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company has entered into a Loan Agreement, dated as of October 1, 1993 (hereinafter called the "Loan Agreement") with the City of Petersburg, Indiana (the "City"), in order to obtain funds for the refunding of the aggregate principal amount of Twenty Four Million Six Hundred Fifty Thousand Dollars ($24,650,000) of the City's Pollution Control Revenue Bonds, Series 1977 (Indianapolis Power & Light Company Project) issued by the City pursuant to a related loan agreement to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain pollution control facilities (the "Facilities"), and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Thirty-Seventh Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 5.40% Series, due 2017" (the bonds of said series being hereinafter sometimes referred to as the "2017 PC Bond"), limited to the aggregate principal amount of Twenty Four Million Six Hundred Fifty Thousnd Dollars ($24,650,000); and WHEREAS, all things necessary to make the 2017 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Thirty-Seventh Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Thirty-Seventh Supplemental Indenture, and the terms of the 2017 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Thirty-Seventh Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2017 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Thirty-Seventh Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Thirty-Seventh Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights- of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgages) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Twenty Four Million Six Hundred Fifty Thousand Dollars ($24,650,000) to be issued under and secured by the Mortgage, to be designated "5.40% Series, due 2017", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on August 1, 2017, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi- annually, on February 1 and August 1 of each year (except that the first interest payment thereon shall be made February 1, 1994 for the four-month period from October 1, 1993 through January 31, 1994); and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2017 PC Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2017 PC Bond, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2017 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2017 PC Bond will be issued to evidence and secure a loan to the Company by the City pursuant to the Loan Agreement of certain funds to be acquired by the City through the issuance of City of Petersburg, Indiana, Pollution Control Refunding Revenue Bonds, Series 1993B (Indianapolis Power & Light Company Project)(the "Series 1993B Bonds"), authenticated and delivered under and pursuant to an Indenture of Trust dated as of October 1, 1993 (hereinafter called the "City Indenture"), by and between the City and National City Bank, Indiana, as Trustee (the "City Trustee"). Pursuant to the City's pledge and assignment of the Loan Agreement, as set forth in the City Indenture, the 2017 PC Bond shall be issued to the City and assigned to the City Trustee. All of the proceeds of the Series 1993B Bonds will be used for the refunding of the aggregate principal amount of Twenty Four Million Six Hundred Fifty Thousand Dollars ($24,650,000) of the City's Pollution Control Revenue Bonds, Series 1977 (Indianapolis Power & Light Company Project) issued by the City pursuant to applicable loan agreement. Upon the notice and in the manner and with the effect provided in this Section 2, the 2017 PC Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances: (a) In whole, at the option of the Company, if the Facilities or Unit 3 of the Petersburg Generating Station serviced by the Facilities shall have been damaged or destroyed (i) to such extent that they cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company. (b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Facilities or Unit 3 of the Petersburg Generation Station serviced by the Facilities, shall have been taken, under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations of either the Facilities or such Unit 3 for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company. (c) In whole, at the option of the Company, if, as a result of any changes in the Constitution or law of the State of Indiana or the Constitution or law of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith or the decision of the Company not to contest the same, the Loan Agreement shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the City or the Company, with respect to the Facilities or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Facilities. (d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Facilities or the operation of Unit 3 of the Petersburg Generating Station serviced by the Facilities shall have occurred or technological or other changes shall have occurred which render the Facilities or said Unit 3 uneconomic for use in the reasonable opinion of the Company. (e) In part, at the option of the Company, to the extent of net proceeds received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Facilities shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the City and the City Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Facilities that was taken by such condemnation, taking or sale is not essential to the character or significance of the Facilities, or (ii) that the Facilities have been restored to a condition substantially equivalent to their condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Facilities. (f) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2017 PC Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage. (g) In the event that the Company is notified by the City Trustee that (i) an event of default under the City Indenture has occurred and is continuing, and (ii) the City Trustee has declared the principal of all the Series 1993B Bonds then outstanding immediately due and payable pursuant to the City Indenture, the Company shall call for redemption, on a redemption date selected by it not later than thirty (30) days following the date on which such notice is mailed, the 2017 PC Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2017 PC Bond (x) such event of default is waived or cured as set forth in the City Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2017 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 2(g), the Company shall have the same obligation (subject to the same proviso) to redeem the 2017 PC Bond. (h) In the event the City Trustee notifies the Company and the City that the interest payable on the Series 1993B Bonds held by persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service to be subject to federal income taxation by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2017 PC Bond then outstanding to be redeemed on the next succeeding interest payment date within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2017 PC Bond pursuant to this Section 2(h), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2017 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the Series 1993B Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2017 PC Bond on the next succeeding interest payment date within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2017 PC Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the City Trustee to redeem the Series 1993B Bonds in part, which redemption would have the result that the interest payable on the Series 1993B Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended. In case of redemption of 2017 PC Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (f), (g), or (h) above, the amounts payable upon redemption of 2017 PC Bond shall be a sum sufficient, together with other funds deposited with the City Trustee and available for such purpose, to pay the principal of and interest on the 2017 PC Bond then outstanding and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through final payment of the 2017 PC Bond. In case of redemption in part pursuant to (e) or (h) above, the amount payable by the Company under this Thirty-Seventh Supplemental Indenture, the Loan Agreement and the 2017 PC Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of and interest on the 2017 PC Bond so to be redeemed, which sum together with other funds deposited with the City Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the Series 1993B Bonds and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through such partial prepayment. The 2017 PC Bond and the Series 1993B Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above. To exercise any of the options granted to redeem the 2017 PC Bond in whole or in part or to comply with any obligations to redeem the 2017 PC Bond in whole or in part imposed in this Section 2, the Company shall give written notice of the date of redemption to the City Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2017 PC Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2017 PC Bond. At the option of the holder, the 2017 PC Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2017 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2017 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Thirty- Seventh Supplemental Indenture. The Company shall not be required to transfer or exchange the 2017 PC Bond for a period of ten (10) days next preceding any interest payment date of such bond. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2017 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2017 PC Bond shall be limited to an aggregate principal amount of Twenty Four Million Six Hundred Fifty Thousand Dollars ($24,650,000) and shall be issued under the provisions of Article VII of the Original Mortgage. Section 3. The 2017 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [form of face of 2017 PC Bond] This First Mortgage Bond, 5.40% Series, due 2017 (hereinafter called the "2017 PC Bond") is not transferable except to a successor trustee under the Indenture of Trust dated as of October 1, 1993, between the City of Petersburg, Indiana and National City Bank, Indiana, as the Trustee, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 5.40% Series, Due 2017 Due August 1, 2017 No. $ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay to National City Bank, Indiana, as the Trustee (hereinafter called the "City Trustee") under the Indenture of Trust between the City of Petersburg, Indiana (the "City") and the City Trustee, dated as of October 1, 1993, (the "City Indenture") or registered assigns, on August 1, 2017, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, Twenty Four Million Six Hundred Fifty Thousand Dollars ($24,650,000) in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of February or the first day of August next preceding the date of this 2017 PC Bond (except that the first interest payment hereunder shall be made February 1, 1994 for the four-month period from October 1, 1993 through January 31, 1994), at the rate of five and forty hundredths per centum (5.40%) per annum in like lawful money at said office or agency, on February 1 and August 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on February 1 or August 1 will be paid to the registered owner of this 2017 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2017 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for the payment of the principal of or interest on this 2017 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2017 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this 2017 PC Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated: By_______________________________________ Vice-President Attest: By_____________________________ Secretary [Form of Trustee's Certificate on 2017 PC Bond] Trustee's Certificate This 2017 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Thirty-Seventh Supplemental Indenture thereto. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By______________________________________ Authorized Signature [Form of Reverse Side of 2017 PC Bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 5.40% Series, due 2017 Due August 1, 2017 This 2017 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 5.40% Series, due 2017 (herein called the "2017 PC Bond") limited in aggregate principal amount to Twenty Four Million Six Hundred Fifty Thousand Dollars ($24,650,000) and established by a Thirty-Seventh Supplemental Indenture dated as of October 1, 1993, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and terms and conditions upon which the bonds are secured. This 2017 PC Bond evidences and secures a loan made by the City to the Company, pursuant to a Loan Agreement, dated as of October 1, 1993, between the City and the Company (the "Loan Agreement"). In order to obtain funds for such loan, the City, contemporaneously with the issue of this 2017 PC Bond, will issue Twenty Four Million Six Hundred Fifty Thousand Dollars ($24,650,000) principal amount of its Pollution Control Refunding Revenue Bonds, Series 1993B (Indianapolis Power & Light Company Project) (the "City Bonds") under and pursuant to the City Indenture. The City Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2017 PC Bond and from moneys in the Bond Fund created under the City Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2017 PC Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the City Bonds and are directed by the Company to be applied thereto, all as provided in the Thirty-Seventh Supplemental Indenture. This 2017 PC Bond is not subject to redemption except as provided in Section 2 of the Thirty-Seventh Supplemental Indenture, to which reference is made for full description of redemption provisions. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2017 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2017 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Thirty-Seventh Supplemental Indenture, the principal of, and premium, if any, and interest on this 2017 PC Bond at the place, at the respective times and at the rate and the manner herein prescribed. This 2017 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars. This 2017 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2017 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Thirty- Seventh Supplemental Indenture. [End of 2017 PC Bond Form] Section 4. Until the 2017 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2017 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Thirty-Seventh Supplemental Indenture for a statement of such redemption prices. Section 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2017 PC Bond the principal thereof, premium, if any, and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that: (a) The obligation of the Company to pay the principal of, and premium, if any, and interest on the 2017 PC Bond shall be discharged to the extent that any moneys in the Series 1993B Bond Account within the Bond Fund created under and pursuant to the City Indenture are available for the payment of the principal of, or premium, if any, or interest on the Series 1993B Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the City Indenture on or prior to the dates on which the Company is required to pay the principal of, or premium, if any, or interest on the 2017 PC Bond. (b) Except as otherwise provided in this Section 5, the principal amount of any Series 1993B Bond acquired by the Company and delivered to the City Trustee, or acquired by the City Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2017 PC Bond. As the principal of, premium, if any, and interest on the 2017 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2017 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2017 PC Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the City Trustee specifying the amount of such payment or credit and the principal amount of the 2017 PC Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2017 PC Bond, any such certificate shall be controlling and conclusive. Section 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2017 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2017 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2017 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto. Section 7. The Company covenants that, so long as the 2017 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Thirty-Seventh Supplemental Indenture or of the 2017 PC Bond issued hereunder. Section 9. Whenever in this Thirty-Seventh Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Thirty-Seventh Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 10. Nothing in this Thirty-Seventh Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co- partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Thirty-Seventh Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Seventh Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2017 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Thirty-Seventh Supplemental Indenture. Section 12. This Thirty-Seventh Supplemental Indenture is dated as of October 1, 1993, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank and Trust Company of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company Attest: By /s/ Marcus E. Woods Marcus E. Woods, Vice-President /s/ Clark L. Snyder Clark L. Snyder, Assistant Secretary (Seal) American National Bank and Trust Company of Chicago Attest: By /s/ Ronald B. Bremen Ronald B. Bremen, Vice-President /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary (Seal) State of Indiana ) ) ss.: County of Marion ) On this 5th day of October, in the year 1993, before me, a Notary Public in and for the County and State aforesaid, personally came Marcus E. Woods, Vice-President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President, and Assistant Secretary, respectively. Said Marcus E. Woods and Clark L. Snyder being by me severally duly sworn did depose and say that the said Marcus E. Woods resides in Hendricks County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Marcus E. Woods is Vice-President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that is was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 5th day of October, 1993. /s/ Dinah L. Kirkham Dinah L. Kirkham, Notary Public My Commission Expires: June 23, 1996 My County of Residence is: Johnson (Notarial Seal) State of Illinois ) ) ss.: County of Cook ) On this 4th day of October, in the year 1993, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice- President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing,Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 4th day of October, 1993. /s/ Bernadette G. Janairo Bernadette G. Janairo, Notary Public My Commission Expires: May 22, 1994 My County of Residence is: Cook (Notarial Seal) This instrument was prepared by Marcus E. Woods, Attorney at Law
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE --------------- THIRTY-EIGHTH SUPPLEMENTAL INDENTURE --------------- DATED AS OF OCTOBER 1, 1993 ESTABLISHING FIRST MORTGAGE BONDS, 5.50% SERIES, DUE 2023 TABLE OF CONTENTS* of THIRTY-EIGHTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY PAGE ---- Parties.................................................. 1 Recitals................................................. 1 Section 1 Granting clauses............................. 3 Part I Electric Distributing Systems.... 4 Part II Steam and Hot Water Distributing Systems........................ 4 Part III Indeterminate Permits and Franchises..................... 5 Part IV Other Property................... 5 General and after-acquired title............. 6 Section 2 Designation of Thirty-Sixth series of bonds and kind and denominations thereof......... 6 Designation of Company or American National Bank and Trust Company of Chicago as paying agent...................................... 7 Purpose of bonds............................. 7 Redemption of bonds.......................... 8 Exchange of bonds............................ 12 Transfer of bonds............................ 13 Series limited to $30,000,000................ 13 Section 3 Form of fully registered bond................ 13 Form of Trustee's certificate on bonds....... 16 Section 4 Temporary bonds.............................. 19 Section 5 Payment of principal and interest; credits... 19 Section 6 Annual Payments for Maintenance and Improvement Fund....................................... 20 Section 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions...... 20 Section 8 Acceptance of trusts by Trustee and conditions of acceptance.............................. 20 Section 9 Successors and assigns....................... 21 Section 10 Limitation of rights hereunder............... 21 _________________________ *Table of Contents is not part of the Thirty-Eighth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. PAGE ---- Section 11 Compliance with terms, provisions and conditions of Mortgage..................... 21 Section 12 Execution in counterparts.................... 21 Testimonium.............................................. 22 Signatures and Seals..................................... 22 Acknowledgements......................................... 23 ii THIS THIRTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1993, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993 and as of October 1, 1993; WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company has entered into a Loan Agreement, dated as of October 1, 1993 (hereinafter called the "Loan Agreement") with the City of Petersburg, Indiana (the "City"), in order to obtain funds for the refunding of the aggregate principal amount of Thirty Million Dollars ($30,000,000) of the City's Pollution Control Revenue Bonds, Series 1983 (Indianapolis Power & Light Company Project) issued by the City pursuant to a related loan agreement to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain pollution control facilities (the "Facilities"), and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Thirty-Eighth Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 5.50% Series, due 2023" (the bonds of said series being hereinafter sometimes referred to as the "2023 PC Bond"), limited to the aggregate principal amount of Thirty Million Dollars ($30,000,000); and WHEREAS, all things necessary to make the 2023 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Thirty-Eighth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Thirty-Eighth Supplemental Indenture, and the terms of the 2023 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Thirty-Eighth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2023 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Thirty-Eighth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Thirty-Eighth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the state of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights- of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgages) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Thirty Million Dollars ($30,000,000) to be issued under and secured by the Mortgage, to be designated "5.50% Series, due 2023", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on October 1, 2023, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a multiple of five thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on April 1 and October 1 of each year; and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2023 PC Bond, if necessary, and for the registration, transfer and exchange of such bonds as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2023 PC Bond, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In the event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2023 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2023 PC Bond will be issued to evidence and secure a loan to the Company by the City pursuant to the Loan Agreement of certain funds to be acquired by the City through the issuance of City of Petersburg, Indiana, Pollution Control Refunding Revenue Bonds, Series 1993C (Indianapolis Power & Light Company Project)(the "Series 1993C Bonds"), authenticated and delivered under and pursuant to an Indenture of Trust dated as of October 1, 1993 (hereinafter called the "City Indenture"), by and between the City and Bank One, Indianapolis, NA, as Trustee (the "City Trustee"). Pursuant to the City's pledge and assignment of the Loan Agreement, as set forth in the City Indenture, the 2023 PC Bond shall be issued to the City and assigned to the City Trustee. All of the proceeds of the Series 1993C Bonds will be used for the refunding of the aggregate principal amount of Thirty Million Dollars ($30,000,000) of the City's Pollution Control Revenue Bonds, Series 1983 (Indianapolis Power & Light Company Project) issued by the City pursuant to applicable loan agreements. Upon the notice and in the manner and with the effect provided in this Section 2, the 2023 PC Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances: (a) In whole, at the option of the Company, if the Facilities or Unit 4 of the Petersburg Generating Station serviced by the Facilities shall have been damaged or destroyed (i) to such extent that they cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company. (b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Facilities or Unit 4 of the Petersburg Generation Station serviced by the Facilities, shall have been taken, under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations of either the Facilities or such Unit 4 for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company. (c) In whole, at the option of the Company, if, as a result of any changes in the Constitution or law of the State of Indiana or the Constitution or law of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith or the decision of the Company not to contest the same, the Loan Agreement shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the City or the company, with respect to the Facilities or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Facilities. (d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Facilities or the operation of Unit 4 of the Petersburg Generating Station serviced by the Facilities shall have occurred or technological or other changes shall have occurred which render the Facilities or said Unit 4 uneconomic for use in the reasonable opinion of the company. (e) In part, at the option of the Company, to the extent of net proceeds received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Facilities shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right it may have to pruchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the City and the City Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Facilities that was taken by such condemnation, taking or sale is not essential to the character or significance of the Facilities, or (ii) that the Facilities have been restored to a condition substantially equivalent to their condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Facilities. (f) In whole, at any time on or after October 1, 2003, or in part on any interest payment date on or after October 1, 2003, at the option of the Company at a price equal to the principal amount of the 2023 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth under the heading "Redemption Premium" in the form of the 2023 PC Bond hereinafter recited, so long as the Company is not in default under the Loan Agreement or the 2023 PC Bond. (g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2023 PC Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage. (h) In the event that the Company is notified by the City Trustee that (i) an event of default under the City Indenture has occurred and is continuing, and (ii) the City Trustee has declared the principal of all the Series 1993C Bonds then outstanding immediately due and payable pursuant to the City Indenture, the Company shall call for redemption, on a redemption date selected by it not later than thirty (30) days following the date on which such notice is mailed, the 2023 PC Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2023 PC Bond (x) such event of default is waived or cured as set forth in the City Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2023 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 2(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2023 PC Bond. (i) In the event the City Trustee notifies the Company and the City that the interest payable on the Series 1993C Bonds held by persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service to be subject to federal income taxation by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2023 PC Bond then outstanding to be redeemed on the next succeeding interest payment date within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2023 PC Bond pursuant to this Section 2(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2023 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the Series 1993C Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2023 PC Bond on the next succeeding interest payment date within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2023 PC Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the City Trustee to redeem the Series 1993C Bonds in part, which redemption would have the result that the interest payable on the Series 1993C Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended. In case of redemption of 2023 PC Bond in whole for the purpose of repayment under the Loan Agreement pursuant to subsection (a), (b), (c), (d), (f), (g), (h) or (i) above, the amounts payable upon redemption of 2023 PC Bond shall be a sum sufficient, together with other funds deposited with the City Trustee and available for such purpose, to pay the principal of (and premium, in the case of redemption pursuant to (f) above, and interest on the 2023 PC Bond then outstanding and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through final payment of the 203 PC Bond. In case of redemption in part pursuant to (e), (f) or (i) above, the amount payable by the Company under this Thirty-Eighth Supplemental Indenture, the Loan Agreement and the 2023 PC Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of (and premium in the case of prepayment pursuant to (f) above) and interest on the 2023 PC Bond so to be redeemed, which sum together with other funds deposited with the City Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the Series 1993C Bonds and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through such partial prepayment. The 2023 PC Bond and the Series 1993C Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above. To exercise any of the options granted to redeem the 2023 PC Bond in whole or in part or to comply with any obligations to redeem the 2023 PC Bond in whole or in part imposed in this Section 2, the Company shall give written notice of the date of redemption to the City Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. NO further notice, by publication or otherwise, shall be required for redemption of the 2023 PC Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2023 PC Bond. At the option of the holder, the 2023 PC Bond, upon surrender thereof at the office or agency of the company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2023 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is tranferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2023 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Thirty- Eighth Supplemental Indenture. The Company shall not be required to transfer or exchange the 2023 PC Bond for a period of ten (10) days next preceding any interest payment date of said bond. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2023 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2023 PC Bond shall be limited to an aggregate principal amount of Thirty Million Dollars ($30,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage. Section 3. The 2023 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [form of face of 2023 PC Bond] This First Mortgage Bond, 5.50% Series, due 2023 (hereinafter called the "2023 PC Bond") is not transferable except to a successor trustee under the Indenture of Trust dated as of October 1, 1993, between the City of Petersburg, Indiana and Bank One, Indianapolis, NA, as the Trustee, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 5.50% Series, Due 2023 Due October 1, 2023 No. $ INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay to Bank One, Indianapolis, NA, as the Trustee (hereinafter called the "City Trustee") under the Indenture of Trust between the City of Petersburg, Indiana (the "City") and the City Trustee, dated as of October 1, 1993, (the "City Indenture") or registered assigns, on October 1, 2023, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, Thirty Million Dollars ($30,000,000) in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of October or the first day of April next preceding the date of this 2023 PC Bond, at the rate of five and fifty hundredths per centum (5.50%) per annum in like lawful money at said office or agency, on October 1 and April 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on October 1 or April 1 will be paid to the registered owner of this 2023 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2023 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for the payment of the principal of or interest on this 2023 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2023 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this 2023 PC Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated: By_______________________________________ Vice-President Attest: By_____________________________ Secretary [Form of Trustee's Certificate on 2023 PC Bond] Trustee's Certificate This 2023 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Thirty-Eighth Supplemental Indenture thereto. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By______________________________________ Authorized Signature [Form of Reverse Side of 2023 PC Bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 5.50% Series, due 2023 Due October 1, 2023 This 2023 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 5.50% Series, due 2023 (herein called the "2023 PC Bond") limited in aggregate principal amount to Thirty Million Dollars ($30,000,000) and established by a Thirty-Eighth Supplemental Indenture dated as of October 1, 1993, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and terms and conditions upon which the bonds are secured. This 2023 PC Bond evidences and secures a loan made by the City to the Company, pursuant to a Loan Agreement, dated as of October 1, 1993, between the City and the Company (the "Loan Agreement"). In order to obtain funds for such loan, the City, contemporaneously with the issue of this 2023 PC Bond, will issue Thirty Million Dollars ($30,000,000) principal amount of its Pollution Control Refunding Revenue Bonds, Series 1993C (Indianapolis Power & Light Company Project) (the "City Bonds") under and pursuant to the City Indenture. The City Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2023 PC Bond and from moneys in the Bond Fund created under the City Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2023 PC Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the City Bonds and are directed by the Company to be applied thereto, all as provided in the Thirty-Eighth Supplemental Indenture. This 2023 PC Bond is not subject to redemption prior to October 1, 2003, except as provided in Section 2 of the Thirty-Eighth Supplemental Indenture, to which reference is made for full description of redemption provisions. This 2023 PC Bond is subject to redemption in whole at any time on or after October 1, 2003, or in part on any interest payment date on or after October 1, 2003, at the option of the Company, upon at least thirty (30) days prior notice, all as provided in the Thirty-Eighth Supplemental Indenture, at a price equal to the principal amount of the 2023 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading "Redemption Premium": If Redeemed During the Twelve Months Ending With the Thirtieth Day Redemption of September of the Year Stated Premium 2004................................ 2.0% 2005................................ 1.0% and without premium if redeemed after September 30, 2005. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2023 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2023 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Thirty-Eighth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2023 PC Bond at the place, at the respective times and at the rate and the manner herein prescribed. This 2023 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars. This 2023 PC Bond will be nontransferable except to the City Trustee and successor thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2023 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Thirty- Eighth Supplemental Indenture. [End of 2023 PC Bond Form] Section 4. Until the 2023 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2023 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Thirty-Eighth Supplemental Indenture for a statement of such redemption prices. Section 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2023 PC Bond the principal thereof, premium, if any, and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that: (a) The obligation of the Company to pay the principal of, and premium, if any, and interest on the 2023 PC Bond shall be discharged to the extent that any moneys in the Series 1993C Bond Account within the Bond Fund created under and pursuant to the City Indenture are available for the payment of the principal of, or premium, if any, of interest on the Series 1993C Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the City Indenture on or prior to the dates on which the Company is required to pay the principal of, or premium, if any, or interest on the 2023 PC Bond. (b) Except as otherwise provided in this Section 5, the principal amount of any Series 1993C Bond acquired by the Company and delivered to the City Trustee, or acquired by the City Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2023 PC Bond. As the principal of, premium, if any, and interest on the 2023 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2023 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2023 PC Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the City Trustee specifying the amount of such payment or credit and the principal amount of the 2023 PC Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2023 PC Bond, any such certificate shall be controlling and conclusive. Section 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures in the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2023 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2023 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2023 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with repsect thereto. Section 7. The Company covenants that, so long as the 2023 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Thirty-Eighth Supplemental Indenture or of the 2023 PC Bond issued hereunder. Section 9. Whenever in this Thirty-Eighth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Thirty-Eighth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 10. Nothing in this Thirty-Eighth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co- partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Thirty-Eighth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Eighth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2023 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Thirty-Eighth Supplemental Indenture. Section 12. This Thirty-Eighth Supplemental Indenture is dated as of October 1, 1993, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by one of its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank and Trust Company of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company Attest: By /s/ Marcus E. Woods Marcus E. Woods, Vice-President /s/ Clark L. Snyder Clark L. Snyder, Assistant Secretary (Seal) American National Bank and Trust Company of Chicago, Attest: By /s/ Ronald B. Bremen Ronald B. Bremen, Vice-President /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary (Seal) State of Indiana ) ) ss.: County of Marion ) On this 5th day of October, in the year 1993, before me, a Notary Public in and for the County and State aforesaid, personally came Marcus E. Woods, Vice-President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President, and Assistant Secretary, respectively. Said Marcus E. Woods and Clark L. Snyder being by me severally duly sworn did depose and say that the said Marcus E. Woods resides in Hendricks County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Marcus E. Woods is Vice-President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that is was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 5th day of October, 1993. /s/ Dinah L. Kirkham Dinah L. Kirkham, Notary Public My Commission Expires: June 23, 1996 My County of Residence is: Johnson (Notarial Seal) State of Illinois ) ) ss.: County of Cook ) On this 4th day of October, in the year 1993, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice- President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corpora- tion; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 4th day of October, 1993. /s/ Bernadette G. Janairo Bernadette G. Janairo, Notary Public My Commission Expires: May 22, 1994 My County of Residence is: Cook (Notarial Seal) This instrument was prepared by Marcus E. Woods, Attorney at Law
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE --------------- THIRTY-NINTH SUPPLEMENTAL INDENTURE --------------- DATED AS OF FEBRUARY 1, 1994 ESTABLISHING FIRST MORTGAGE BONDS, 6.05% SERIES, DUE 2004 TABLE OF CONTENTS* OF THIRTY-NINTH SUPPLEMENTAL INDENTURE OF INDIANAPOLIS POWER & LIGHT COMPANY PAGE ---- Parties.................................................. 1 Recitals................................................. 1 Section 1 Granting clauses.............................. 3 Part I Electric Distributing Systems...... 3 Part II Steam and Hot Water Distributing Systems.......................... 4 Part III Indeterminate Permits and Franchises....................... 4 Part IV Other Property.................... 5 General and after-acquired title.............. 6 Section 2 Designation of thirty-seventh series of bonds and kind and denominations thereof.......... 6 Record date for payment of interest........... 7 Designation of American National Bank and Trust Company of Chicago as paying agent.... 7 Bonds issued in book-entry form............... 7 Exchange of bonds............................. 9 Transfer of bonds............................. 9 Series limited to $80,000,000................. 10 Section 3 Form of fully registered bond................. 10 Form of Trustee's certificate on bonds........ 12 Section 4 Temporary bonds............................... 14 Section 5 Annual Payments for Maintenance and Improvement Fund........................................ 14 Section 6 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions....... 15 Section 7 Acceptance of trusts by Trustee and conditions of acceptance............................... 15 Section 8 Successors and assigns........................ 15 Section 9 Limitation of rights hereunder................ 15 --------- *Table of Contents is not part of the Thirty-Ninth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. PAGE ---- Section 10 Compliance with terms, provisions and conditions of Mortgage..................... 16 Section 11 Execution in counterparts.................... 16 Testimonium.............................................. 17 Signatures and Seals..................................... 17 Acknowledgements......................................... 18 ii THIS THIRTY-NINTH SUPPLEMENTAL INDENTURE, dated as of February 1, 1994, between Indianapolis Power & Light Company, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and American National Bank and Trust Company of Chicago, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and Whereas, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, two as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, two as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993 and two as of October 1, 1993; Whereas, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and Whereas, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 6.05% Series, due 2004" (the bonds of said series being hereinafter sometimes referred to as the "2004 Bonds"), limited to the aggregate principal amount of Eighty Million Dollars ($80,000,000); and Whereas, all things necessary to make the 2004 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, valid, binding and legal obligations of the Company, and to make this Thirty-Ninth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and Whereas, the execution and delivery by the Company of this Thirty-Ninth Supplemental Indenture, and the terms of the 2004 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and Whereas, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and Whereas, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Thirty-Ninth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; Now, Therefore, This Indenture Witnesseth that, in consideration of the premises and of the acceptance or purchase of the 2004 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Thirty-Ninth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Thirty-Ninth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the state of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgages) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracks; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurte- nances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tools, rent, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, lim- ited in aggregate principal amount to Eighty Million Dollars ($80,000,000) to be issued under and secured by the Mortgage, to be designated "6.05% Series, due 2004", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on February 1, 2004, and shall be issued only as fully registered bonds without coupons in the denomination of one thousand dollars and any larger denomination which is a multiple of one thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on February 1 and August 1 of each year; and the principal of, premium, if any, and interest on each said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. The person in whose name any such bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or in behalf of the Company by notice mailed to the holders of the 2004 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date, or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are autho- rized to close. American National Bank and Trust Company of Chicago is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2004 Bonds and for the registration, transfer and exchange of such bonds as hereinafter provided; all reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2004 Bonds, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In the event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2004 Bonds shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2004 Bonds shall initially be issued and held in book-entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by the Company from time to time (the "Clearing Agency"). The Company and the Trustee may, in connection herewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the 2004 Bonds, as are necessary or appropriate to accomplish or recognize such book-entry form 2004 Bonds. So long as the 2004 Bonds remain and are held in book-entry form on the books of a Clearing Agency, then (a) any such 2004 Bond may be registered upon the books kept by the Trustee in the name of such Clearing Agency, or any nominee thereof, including Cede & Co., as nominee of The Depository Trust Company; (b) the Clearing Agency in whose names such 2004 Bond is so registered shall be, and the Company and the Trustee may deem and treat such Clearing Agency as, the absolute owner and holder of such 2004 Bond for all purposes of the Indenture, including, without limitation, the receiving of payment of the principal of, premium, if any, and interest on such 2004 Bond, the receiving of notice and giving of consent; (c) neither the Company nor the Trustee shall have any responsibility or obligation hereunder to any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such participant holds any interest in any 2004 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any beneficial interests in any 2004 Bond or any responsibility or obligation hereunder with respect to the receiv- ing by such participants or the beneficial owners of payment of principal, premium, if any, or interest on any 2004 Bonds, the receiving by such participants or the beneficial owners of notice or the giving of consent by such participants or the beneficial owners; and (d) the Clearing Agency is not required to present any 2004 Bond called for partial redemption prior to receiving payment so long as the Trustee and the Clearing Agency have agreed to the method for noting such partial redemption. If (a) the Company receives notice from the Clearing Agency which is cur- rently the registered owner of the 2004 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2004 Bonds or (b) the Company elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2004 Bonds, then the Company and Trustee each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the 2004 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2004 Bonds and to transfer the ownership of each of the 2004 Bonds to such person or persons, including any other Clearing Agency, as the holder of the 2004 Bonds may direct in accordance with the Indenture. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2024 Bonds, shall be paid by the Company. So long as the 2004 Bonds remain and are held in book-entry form on the books of a Clearing Agency, the Trustee shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with respect to the identity of any beneficial owners of the 2004 Bonds as of a record date selected by the Trustee. For purposes of determining whether the consent, advice, direction or demand of a Bondholder has been obtained, the Trustee shall be entitled to treat the beneficial owners of the 2004 Bonds as the Bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the same fashion described in the Indenture. The 2004 Bonds shall not be subject to redemption by the Company prior to the maturity thereof except out of monies deposited with the Trustee repre- senting the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, in which event the redemption price of the 2004 Bonds so to be redeemed shall be the principal amount of such bonds plus accrued interest thereon to the date of redemption. At the option of the holder, any 2004 Bond, upon surrender thereof at said office or agency of the Company together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2004 Bonds shall be transferable on the books of the Company at said office or agency of the Company in the City of Chicago, Illinois, by the registered holder thereof, in person or by his duly authorized attorney, upon surrender thereof for cancellation. The Company shall not be required to make transfers or exchanges of any of the 2004 Bonds for a period of ten (10) days next preceding any interest payment date of said bonds. No charge shall be made upon any transfer or exchange of any of the 2004 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2004 Bonds shall be limited to an aggregate principal amount of Eighty Million Dollars ($80,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage. Section 3. The 2004 Bonds, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [form of face of bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 6.05% Series, Due 2004 Due February 1, 2004 No....... $...... Indianapolis Power & Light Company, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on February 1, 2004, at the office or agency of the Company in the City of Chicago, Illinois, Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of February or the first day of August next preceding the date of this bond, at the rate of 6.05 per centum per annum in like lawful money, at said office or agency on February 1 and August 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on February 1 or August 1 will, subject to the exception provided in Section 2 of the Thirty-Ninth Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. In Witness Whereof, Indianapolis Power & Light Company has caused this bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and a facsimile of its corporate seal to be imprinted hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. Indianapolis Power & Light Company Dated By______________________________________ President. Attest: By________________________ Secretary. [form of trustee's certificate on bonds] Trustee's Certificate This bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Thirty-Ninth Supplemental Indenture. American National Bank and Trust Company of Chicago, Trustee By_____________________________________ Authorized Signature [form of reverse side of bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 6.05% Series, Due 2004 Due February 1, 2004 This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 6.05% Series, due 2004 (herein sometimes called the "2004 Bonds") limited in aggregate principal amount to Eighty Million Dollars ($80,000,000) and established by a Thirty-Ninth Supplemental Indenture, dated as of February 1, 1994, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as pro- vided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. The 2004 Bonds are issuable only in fully registered form without coupons in the denomination of one thousand dollars and any larger denomination which is a multiple of one thousand dollars. In the manner and upon payment of the charges hereinafter mentioned, the 2004 Bonds, upon surrender thereof at the office or agency of the Company in the City of Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed and upon payment of the charges hereinafter mentioned, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. No charge shall be made upon any transfer or exchange of any of the 2004 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The Company shall not be required to make transfers or exchanges of any of the 2004 Bonds for a period of ten (10) days next preceding any interest pay- ment date of said bonds. The 2004 Bonds are not subject to redemption by the Company prior to the maturity thereof except out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, in which event the redemption price of the 2004 Bonds so to be redeemed shall be the principal amount of such bonds plus accrued interest thereon to the date of redemption. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or other- wise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mort- gage. Section 4. Until the 2004 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall au- thenticate and deliver, in lieu thereof, fully registered 2004 Bonds in tempo- rary form, as provided in Section 15 of the Original Mortgage. Such bonds may, in lieu of the statement of the specific redemption prices required to be set forth in such bonds in definitive form, include a reference to this Thirty- Ninth Supplemental Indenture for a statement of such redemption prices. Section 5. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Inden- tures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to, or be for the benefit of, the 2004 Bonds, and the Company reserves the right, without any consent of, or other action by, the holders of the 2004 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund, and by acceptance of the 2004 Bonds, the holders thereof waive any right or privilege so to consent or take any other action with respect thereto. Section 6. The Company covenants that, so long as any of the 2004 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 7. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the state- ments of the Company, and the Trustee assumes no responsibility for the cor- rectness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Thirty-Ninth Supplemental Indenture or of the bonds issued hereunder. Section 8. Whenever in this Thirty-Ninth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Thirty-Ninth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 9. Nothing in this Thirty-Ninth Supplemental Indenture, expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Thirty-Ninth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Thirty-Ninth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 10. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2004 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Thirty-Ninth Supplemental Indenture. Section 11. This Thirty-Ninth Supplemental Indenture is dated as of February 1, 1994, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice- President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank and Trust Company of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company (Seal) Attest: By /s/ Marcus E. Woods Marcus E. Woods, Vice-President. /s/ Clark L. Snyder Clark L. Snyder, Assistant Secretary. American National Bank and Trust Company of Chicago, (Seal) Attest: By /s/ Ronald B. Bremen Ronald B. Bremen, Vice-President. /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary. State of Indiana ) ) ss.: County of Marion ) On this 28th day of January, in the year 1994, before me, a Notary Public in and for the County and State aforesaid, personally came Marcus E. Woods, Vice-President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President, and Assistant Secretary, respectively. Said Marcus E. Woods, and Clark L. Snyder being by me severally duly sworn did depose and say that the said Marcus E. Woods resides in Hendricks County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Marcus E. Woods is Vice-President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that is was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 28th day of January, 1994. /s/ Gloria K. Bryant Gloria K. Bryant Notary Public. My Commission Expires: June 11, 1995 My County of Residence is: Marion (Notarial Seal) State of Illinois ) ) ss.: County of Cook ) On this 27th day of January, in the year 1994, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice-President, and Robert M. Selangowski, Assistant Secretary, of Ameri- can National Bank and Trust Company of Chicago, one of the corporations de- scribed in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen, and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen, resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that is was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 27th day of January, 1994. /s/ Bernadette G. Janairo Bernadette G. Janairo Notary Public. (Notarial Seal) My Commission Expires: May 22, 1994 My County of Residence is: Cook This instrument was prepared by Marcus E. Woods, Attorney at Law
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE --------------- FORTIETH SUPPLEMENTAL INDENTURE --------------- DATED AS OF FEBRUARY 1, 1994 ESTABLISHING FIRST MORTGAGE BONDS, 7.05% SERIES, DUE 2024 TABLE OF CONTENTS* OF FORTIETH SUPPLEMENTAL INDENTURE OF INDIANAPOLIS POWER & LIGHT COMPANY PAGE ---- Parties.................................................. 1 Recitals................................................. 1 Section 1 Granting clauses............................. 3 Part I Electric Distributing Systems..... 3 Part II Steam and Hot Water Distributing Systems......................... 4 Part III Indeterminate Permits and Franchises...................... 4 Part IV Other Property.................... 5 General and after-acquired title........... 6 Section 2 Designation of thirty-eighth series of bonds and kind and denominations thereof......... 6 Record date for payment of interest.......... 7 Designation of American National Bank and Trust Company of Chicago as paying agent...................................... 7 Bonds issued in book-entry form.............. 7 Exchange of bonds............................ 10 Transfer of bonds............................ 10 Series limited to $100,000,000............... 10 Section 3 Form of fully registered bond................ 10 Form of Trustee's certificate on bonds....... 12 Section 4 Temporary bonds.............................. 15 Section 5 Annual Payments for Maintenance and Improvement Fund........................... 16 Section 6 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions............................... 16 Section 7 Acceptance of trusts by Trustee and conditions of acceptance................... 16 Section 8 Successors and assigns....................... 16 Section 9 Limitation of rights hereunder............... 17 ______________________________ *Table of Contents is not part of the Fortieth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. PAGE ---- Section 10 Compliance with terms, provisions and conditions of Mortgage..................... 17 Section 11 Execution in counterparts.................... 17 Testimonium.............................................. 18 Signatures and Seals..................................... 18 Acknowledgements......................................... 19 ii THIS FORTIETH SUPPLEMENTAL INDENTURE, dated as of February 1, 1994, between Indianapolis Power & Light Company, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and American National Bank and Trust Company of Chicago, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and Whereas, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, two as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, two as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, two as of October 1, 1993 and as of February 1, 1994. Whereas, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and Whereas, the Company now desires to provide for the establishment, execu- tion, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 7.05% Series, due 2024" (the bonds of said series being hereinafter sometimes referred to as the "2024 Bonds"), lim- ited to the aggregate principal amount of One Hundred Million Dollars ($100,000,000); and Whereas, all things necessary to make the 2024 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, valid, binding and legal obligations of the Company, and to make this Fortieth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and Whereas, the execution and delivery by the Company of this Fortieth Supple- mental Indenture, and the terms of the 2024 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and Whereas, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter ac- quired and intended to be subject to the lien thereof; and Whereas, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forti- eth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; Now, Therefore, This Indenture Witnesseth that, in consideration of the premises and of the acceptance or purchase of the 2024 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Fortieth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Fortieth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, as- signed, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mort- gage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the state of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bar- tholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, John- son, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company af- ter May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mort- gage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description con- tained in the Mortgages) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracks; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as here- inafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurte- nances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tools, rent, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, lim- ited in aggregate principal amount to One Hundred Million Dollars ($100,000,000) to be issued under and secured by the Mortgage, to be desig- nated "7.05% Series, due 2024", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on February 1, 2024, and shall be issued only as fully registered bonds without coupons in the denomination of one thousand dollars and any larger denomination which is a multiple of one thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on February 1 and August 1 of each year; and the principal of, premium, if any, and interest on each said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. The person in whose name any such bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or in behalf of the Company by notice mailed to the holders of the 2024 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date, or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close. American National Bank and Trust Company of Chicago is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2024 Bonds and for the registration, transfer and exchange of such bonds as hereinafter provided; all reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2024 Bonds, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In the event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2024 Bonds shall be dated as of the date of authentication thereof, ex- cept as otherwise provided in Section 10 of the Original Mortgage. The 2024 Bonds shall initially be issued and held in book-entry form on the books of the central depository system, The Depository Trust Company, its suc- cessors, or any successor central depository system appointed by the Company from time to time (the "Clearing Agency"). The Company and the Trustee may, in connection herewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the 2024 Bonds, as are necessary or appropriate to accomplish or recognize such book-entry form 2024 Bonds. So long as the 2024 Bonds remain and are held in book-entry form on the books of a Clearing Agency, then (a) any such 2024 Bond may be registered upon the books kept by the Trustee in the name of such Clearing Agency, or any nominee thereof, including Cede & Co., as nominee of The Depository Trust Company; (b) the Clearing Agency in whose names such 2024 Bond is so registered shall be, and the Company and the Trustee may deem and treat such Clearing Agency as, the absolute owner and holder of such 2024 Bond for all purposes of the Indenture, including, without limitation, the receiving of payment of the principal of, premium, if any, and interest on such 2024 Bond, the receiving of notice and giving of consent; (c) neither the Company nor the Trustee shall have any responsibility or obligation hereunder to any direct or indirect participant, within the meaning of Section 17A of the Securities Exchange Act of 1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such participant holds any interest in any 2024 Bond, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any beneficial interests in any 2024 Bond or any responsibility or obligation hereunder with respect to the receiving by such participants or the beneficial owners of payment of principal, premium, if any, or interest on any 2024 Bonds, the receiving by such participants or the beneficial owners of notice or the giving of consent by such participants or the beneficial owners; and (d) the Clearing Agency is not required to present any 2024 Bond called for partial redemption prior to receiving payment so long as the Trustee and the Clearing Agency have agreed to the method for noting such partial redemption. If (a) the Company receives notice from the Clearing Agency which is cur- rently the registered owner of the 2024 Bonds to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the 2024 Bonds or (b) the Company elects to discontinue its use of such Clearing Agency as a Clearing Agency for the 2024 Bonds, then the Company and Trustee each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the 2024 Bonds, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the 2024 Bonds and to transfer the ownership of each of the 2024 Bonds to such person or persons, including any other Clearing Agency, as the holder of the 2024 Bonds may direct in accordance with the Indenture. Any expenses of such discontinuance and transfer, including expenses of printing new certificates to evidence the 2024 Bonds, shall be paid by the Company. So long as the 2024 Bonds remain and are held in book-entry form on the books of a Clearing Agency, the Trustee shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with respect to the identity of any beneficial owners of the 2024 Bonds as of a record date selected by the Trustee. For purposes of determining whether the consent, advice, direction or demand of a Bondholder has been obtained, the Trustee shall be entitled to treat the beneficial owners of the 2024 Bonds as the Bondholders and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the same fashion described in the Indenture. Upon the notice and in the manner and with the effect provided in the Mort- gage and in this Section 2, the 2024 Bonds shall be redeemable prior to the maturity thereof, as a whole at any time or in part from time to time, at the option of the Company, at the principal amount thereof and accrued interest to the date of redemption, and at the redemption prices set forth under the head- ing "Redemption Price" in the form of 2024 Bonds hereinafter recited, if re- deemed otherwise than in the manner provided in the next paragraph, provided, however, that none of the 2024 Bonds may be redeemed prior to February 1, 2004. Upon the notice and in the manner and with the effect provided in the Mort- gage and in this Section 2, the 2024 Bonds shall be redeemable by the Company prior to the maturity thereof out of monies deposited with the Trustee repre- senting the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Sec- tion 69 of the Mortgage, at the principal amount of the 2024 Bonds as to be redeemed and accrued interest to the date of redemption. The notice required for the redemption of the 2024 Bonds shall be as pro- vided in Section 59 of the Mortgage. At the option of the holder, any 2024 Bond, upon surrender thereof at said office or agency of the Company together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2024 Bonds shall be transferable on the books of the Company at said of- fice or agency of the Company in the City of Chicago, Illinois, by the regis- tered holder thereof, in person or by his duly authorized attorney, upon sur- render thereof for cancellation. The Company shall not be required to make transfers or exchanges of any of the 2024 Bonds for a period of ten (10) days next preceding any interest payment date of said bonds. No charge shall be made upon any transfer or exchange of any of the 2024 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2024 Bonds shall be limited to an aggregate principal amount of One Hun- dred Million Dollars ($100,000,000) and shall be issued under the provisions of Article VI of the Original Mortgage. Section 3. The 2024 Bonds, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [form of face of bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 7.05% Series, Due 2024 Due February 1, 2024 No....... $...... Indianapolis Power & Light Company, a corporation of the State of Indiana (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on February 1, 2024, at the office or agency of the Company in the City of Chicago, Illinois, Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of February or the first day of August next preceding the date of this bond, at the rate of 7.05 per centum per annum in like lawful money, at said office or agency on February 1 and August 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on February 1 or August 1 will, subject to the exception provided in Section 2 of the Fortieth Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date or, if such tenth day shall be a legal holiday or a day on which banking institutions in the City of Chicago, Illinois, are authorized by law to close, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, or its successor thereun- der, shall have signed the form of certificate endorsed hereon. In Witness Whereof, Indianapolis Power & Light Company has caused this bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and a facsimile of its corporate seal to be imprinted hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. Indianapolis Power & Light Company Dated..................... By...................................... President. Attest: By...................................... Secretary. [form of trustee's certificate on bonds] Trustee's Certificate This bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Fortieth Supplemental Indenture. American National Bank and Trust Company of Chicago, Trustee By...................................... Authorized Signature [form of reverse side of bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 7.05% Series, Due 2024 Due February 1, 2024 This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 7.05% Series, due 2024 (herein sometimes called the "2024 Bonds") limited in aggregate principal amount to One Hundred Million Dollars ($100,000,000) and established by a For- tieth Supplemental Indenture, dated as of February 1, 1994, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Com- pany of Chicago, as Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions Upon which the bonds are secured. With the consent of the Company and to the extent permitted by and as pro- vided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or al- tered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds affected by such modifi- cation or alteration then outstanding under the Mortgage (excluding bonds dis- qualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall per- mit the extension of the maturity of the principal of this bond or the reduc- tion in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. The 2024 Bonds are issuable only in fully registered form without coupons in the denomination of one thousand dollars and any larger denomination which is a multiple of one thousand dollars. In the manner and upon payment of the charges hereinafter mentioned, the 2024 Bonds, upon surrender thereof at the office or agency of the Company in the City of Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, are exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the City of Chicago, Illinois, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed and upon payment of the charges hereinafter mentioned, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. No charge shall be made upon any transfer or exchange of any of the 2024 Bonds other than for any tax or taxes or other governmental charge required to be paid by the Company. The Company shall not be required to make transfers or exchanges of any of the 2024 Bonds for a period of ten (10) days next preceding any interest pay- ment date of said bonds. The 2024 Bonds are subject to redemption prior to the maturity thereof, as a whole at any time or in part from time to time, at the option of the Company, at the redemption prices set forth below under the heading "Redemp- tion Price" plus accrued interest to the date of redemption if redeemed other- wise than in the manner provided in the next paragraph, provided, however, that none of the 2024 Bonds may be redeemed prior to February 1, 2004. IF REDEEMED DURING THE TWELVE MONTHS' PERIOD ENDING WITH THE THIRTY-FIRST DAY OF JANUARY OF THE REDEMPTION YEAR STATED PRICE ------------------- ---------- 2005......... 103.31% 2006......... 102.98% 2007......... 102.65% 2008......... 102.32% 2009......... 101.99% IF REDEEMED DURING THE TWELVE MONTHS' PERIOD ENDING WITH THE THIRTY-FIRST DAY OF JANUARY OF THE REDEMPTION YEAR STATED PRICE ------------------- ---------- 2010......... 101.66% 2011......... 101.32% 2012......... 100.99% 2013......... 100.66% 2014......... 100.33% and 100% if redeemed after January 31, 2014. Upon the notice and in the manner and with the effect provided in the Mortgage and in this Section 2, the 2024 Bonds shall be redeemable by the Company prior to the maturity thereof out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 2024 Bonds as to be redeemed and accrued interest to the date of redemption. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or other- wise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mort- gage. Section 4. Until the 2024 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2024 Bonds in tem- porary form, as provided in Section 15 of the Original Mortgage. Such bonds may, in lieu of the statement of the specific redemption prices required to be set forth in such bonds in definitive form, include a reference to this Forti- eth Supplemental Indenture for a statement of such redemption prices. Section 5. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to, or be for the benefit of, the 2024 Bonds, and the Company reserves the right, without any consent of, or other action by, the holders of the 2024 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund, and by acceptance of the 2024 Bonds, the holders thereof waive any right or privilege so to consent or take any other action with respect thereto. Section 6. The Company covenants that, so long as any of the 2024 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 7. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the state- ments of the Company, and the Trustee assumes no responsibility for the cor- rectness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Fortieth Supplemental Indenture or of the bonds issued hereunder. Section 8. Whenever in this Fortieth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Fortieth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 9. Nothing in this Fortieth Supplemental Indenture, expressed or im- plied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Fortieth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Fortieth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 10. The Company covenants that all of the terms, provisions and con- ditions of the Mortgage shall be applicable to the 2024 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be in- consistent with the provisions of this Fortieth Supplemental Indenture. Section 11. This Fortieth Supplemental Indenture is dated as of February 1, 1994, although executed and delivered on the date of the acknowledgment hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice- President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank and Trust Company of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company (Seal) Attest: By /s/ Marcus E. Woods Marcus E. Woods, Vice-President. /s/ Clark L. Snyder Clark L. Snyder, Assistant Secretary. American National Bank and Trust Company of Chicago, (Seal) Attest: By /s/ Ronald B. Bremen Ronald B. Bremen, Vice-President. /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary. State of Indiana ) ) ss.: County of Marion ) On this 28th day of January, in the year 1994, before me, a Notary Public in and for the County and State aforesaid, personally came Marcus E. Woods, Vice- President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President, and Assistant Secretary, respectively. Said Marcus E. Woods, and Clark L. Snyder being by me severally duly sworn did depose and say that the said Marcus E. Woods resides in Hendricks County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Marcus E. Woods is Vice-President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that is was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 28th day of January, 1994. /s/ Gloria K. Bryant Gloria K. Bryant Notary Public. My Commission Expires: June 11, 1995 My County of Residence is: Marion (Notarial Seal) State of Illinois ) ) ss.: County of Cook ) On this 27th day of January, in the year 1994, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice- President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen, and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen, resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that is was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 27th day of January, 1994. /s/ Bernadette G. Janairo Bernadette G. Janairo Notary Public. (Notarial Seal) My Commission Expires: May 22, 1994 My County of Residence is: Cook This instrument was prepared by Marcus E. Woods, Attorney at Law
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO TRUSTEE FORTY-FIRST SUPPLEMENTAL INDENTURE Dated as of January 15, 1995 ESTABLISHING FIRST MORTGAGE BONDS, 6-5.8% Series, Due 2024 TABLE OF CONTENTS* of FORTY-FIRST SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY Page Parties 1 Recitals 1 Section 1 Granting clauses 3 Part I Electric Distributing Systems 4 Part II Steam and Hot Water Distributing Systems 4 Part III Indeterminate Permits and Franchises 5 Part IV Other Property 5 General and after-acquired title 6 Section 2 Designation of Thirty-Ninth series of bonds and kind and denominations thereof 6 Designation of Company or American National Bank and Trust Company of Chicago as paying agent 7 Purpose of bonds 7 Redemption of bonds 8 Exchange of bonds 12 Transfer of bonds 13 Series limited to $40,000,000 13 Section 3 Form of fully registered bond 13 Form of Trustee's certificate on bonds 16 Section 4 Temporary bonds 19 Section 5 Payment of principal and interest; credits 19 Section 6 Annual Payments for Maintenance and Improvement Fund 20 Section 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions 20 Section 8 Acceptance of trusts by Trustee and conditions of acceptance 20 *Table of Contents is not part of the Forty-First Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. Page Section 9 Successors and assigns 20 Section 10 Limitation of rights hereunder 21 Section 11 Compliance with terms, provisions and conditions of Mortgage 21 Section 12 Execution in counterparts 21 Testimonium 22 Signatures and Seals 22 Acknowledgements 23 THIS FORTY-FIRST SUPPLEMENTAL INDENTURE, dated as of January 15, 1995, between Indianapolis Power & Light Company, a corporation of the State of Indiana, hereinafter sometimes called the ''Company,'' party of the first part, and American National Bank and Trust Company of Chicago, a national banking association, as Trustee, hereinafter sometimes called the ''Trustee,'' party of the second part; Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the ''Original Mortgage'' when referred to as existing prior to any supplement thereto or modification thereof, and the ''Mortgage'' when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and Whereas, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 and as of February 1, 1994. Whereas, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and Whereas, the Company has entered into a Loan Agreement, dated as of January 15, 1995 (hereinafter called the Loan Agreement'') with the City of Petersburg, Indiana (the ''City''), in order to obtain funds for the refunding of the aggregate principal amount of Forty Million Dollars ($40,000,000) of the City's Pollution Control Revenue Bonds, Series 1984 (Indianapolis Power & Light Company Project) issued by the City pursuant to related loan agreements to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain pollution control facilities (the ''Facilities''), and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Forty-First Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and Whereas, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its ''First Mortgage Bonds, 6-5/8% Series, due 2024'' (the bonds of said series being hereinafter sometimes referred to as the ''2024 PC Bond''), limited to the aggregate principal amount of Forty Million Dollars ($40,000,000); and Whereas, all things necessary to make the 2024 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Forty-First Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and Whereas, the execution and delivery by the Company of this Forty-First Supplemental Indenture, and the terms of the 2024 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and Whereas, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and Whereas, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forty-First Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; Now, Therefore, This Indenture Witnesseth that, in consideration of the premises and of the acceptance or purchase of the 2024 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Forty-First Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Forty-First Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Forty Million Dollars ($40,000,000) to be issued under and secured by the Mortgage, to be designated '' 6-5/8% Series, due 2024'', each of which shall also bear the descriptive title ''First Mortgage Bonds''; said bonds shall mature on December 1, 2024, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on June 1 and December 1 of each year (except that the first interest payment thereon shall be made June 1, 1995 for the period from January 15, 1995 through May 31, 1995); and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2024 PC Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2024 PC Bond, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2024 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2024 PC Bond will be issued to evidence and secure a loan to the Company by the City pursuant to the Loan Agreement of certain funds to be acquired by the City through the issuance of City of Petersburg, Indiana, Pollution Control Refunding Revenue Bonds, Series 1995A (Indianapolis Power & Light Company Project) (the ''Series 1995A Bonds''), authenticated and delivered under and pursuant to an Indenture of Trust dated as of January 15, 1995 (hereinafter called the ''City Indenture''), by and between the City and Bank One Indianapolis, NA, as Trustee (the ''City Trustee''). Pursuant to the City's pledge and assignment of the Loan Agreement, as set forth in the City Indenture, the 2024 PC Bond shall be issued to the City and assigned to the City Trustee. All of the proceeds of the Series 1995A Bonds will be used for the refunding of the aggregate principal amount of Forty Million Dollars ($40,000,000) of the City's Pollution Control Revenue Bonds, Series 1984 (Indianapolis Power & Light Company Project) issued by the City pursuant to applicable loan agreements. Upon the notice and in the manner and with the effect provided in this Section 2, the 2024 PC Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances: (a) In whole, at the option of the Company, if the Facilities or Units 3 or 4 of the Petersburg Generating Station serviced by the Facilities shall have been damaged or destroyed (i) to such extent that they cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company. (b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Facilities or Units 3 or 4 of the Petersburg Generating Station serviced by the Facilities, shall have been taken, under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations of either the Facilities or such Units 3 or 4 for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company. (c) In whole, at the option of the Company, if, as a result of any changes in the Constitution or law of the State of Indiana or the Constitution or law of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith or the decision of the Company not to contest the same, the Loan Agreement shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the City or the Company, with respect to the Facilities or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Facilities. (d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Facilities or the operation of Units 3 or 4 of the Petersburg Generating Station serviced by the Facilities shall have occurred or technological or other changes shall have occurred which render the Facilities or said Units 3 or 4 uneconomic for use in the reasonable opinion of the Company. (e) In part, at the option of the Company, to the extent of net proceeds received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Facilities shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the City and the City Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Facilities that was taken by such condemnation, taking or sale is not essential to the character or significance of the Facilities, or (ii) that the Facilities have been restored to a condition substantially equivalent to their condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Facilities. (f) In whole, at any time on or after December 1, 2004, or in part on any interest payment date on or after December 1, 2004, at the option of the Company at a price equal to the principal amount of the 2024 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth under the heading ''Redemption Premium'' in the form of the 2024 PC Bond hereinafter recited, so long as the Company is not in default under the Loan Agreement or the 2024 PC Bond. (g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2024 PC Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage. (h) In the event that the Company is notified by the City Trustee that (i) an event of default under the City Indenture has occurred and is continuing, and (ii) the City Trustee has declared the principal of all the Series 1995A Bonds then outstanding immediately due and payable pursuant to the City Indenture, the Company shall call for redemption, on a redemption date selected by it not later than thirty (30) days following the date on which such notice is mailed, the 2024 PC Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2024 PC Bond (x) such event of default is waived or cured as set forth in the City Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2024 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 2(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2024 PC Bond. (i) In the event the City Trustee notifies the Company and the City that the interest payable on the Series 1995A Bonds held by persons other than a ''substantial user'' or a ''related person'' as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service to be subject to federal income taxation by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2024 PC Bond then outstanding to be redeemed on the next succeeding interest payment date within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2024 PC Bond pursuant to this Section 2(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2024 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the Series 1995A Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2024 PC Bond on the next succeeding interest payment date within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2024 PC Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the City Trustee to redeem the Series 1995A Bonds in part, which redemption would have the result that the interest payable on the Series 1995A Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a ''substantial user'' or a ''related person'' as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended. In case of redemption of 2024 PC Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (f), (g), (h) or (i) above, the amounts payable upon redemption of 2024 PC Bond shall be a sum sufficient, together with other funds deposited with the City Trustee and available for such purpose, to pay the principal of (and premium, in the case of redemption pursuant to (f) above), and interest on the 2024 PC Bond then outstanding and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through final payment of the 2024 PC Bond. In case of redemption in part pursuant to (e), (f) or (i) above, the amount payable by the Company under this Forty-First Supplemental Indenture, the Loan Agreement and the 2024 PC Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of (and premium in the case of prepayment pursuant to (f) above) and interest on the 2024 PC Bond so to be redeemed, which sum together with other funds deposited with the City Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the Series 1995A Bonds and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through such partial prepayment. The 2024 PC Bond and the Series 1995A Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above. To exercise any of the options granted to redeem the 2024 PC Bond in whole or in part or to comply with any obligations to redeem the 2024 PC Bond in whole or in part imposed in this Section 2, the Company shall give written notice of the date of redemption to the City Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2024 PC Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2024 PC Bond. At the option of the holder, the 2024 PC Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2024 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2024 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Forty-First Supplemental Indenture. The Company shall not be required to transfer or exchange the 2024 PC Bond for a period of ten (10) days next preceding any interest payment date of said bond. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2024 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2024 PC Bond shall be limited to an aggregate principal amount of Forty Million Dollars ($40,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage. Section 3. The 2024 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [form of face of 2024 pc bond] This First Mortgage Bond, 6-5/8% Series, due 2024 (hereinafter called the ''2024 PC Bond'') is not transferable except to a successor trustee under the Indenture of Trust dated as of January 15, 1995, between the City of Petersburg, Indiana and Bank One Indianapolis, N.A., Indiana, as the Trustee, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 6-5/8% Series, Due 2024 Due December 1, 2024 No. 1 $40,000,000 INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the ''Company''), for value received, hereby promises to pay to BankOne Indianapolis, N.A., Indiana, as the Trustee (hereinafter called the ''City Trustee'') under the Indenture of Trust between the City of Petersburg, Indiana (the ''City'') and the City Trustee, dated as of January 15, 1995 (the ''City Indenture'') or registered assigns, on December 1, 2024, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, Forty Million Dollars ($40,000,000) in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of June or the first day of December next preceding the date of this 2024 PC Bond (except that the first interest payment hereunder shall be made June 1, 1995 for the period from January 15, 1995 through May 31, 1995), at the rate of six and five-eighths percent (6-5/8%) per annum in like lawful money at said office or agency, on June 1 and December 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on June 1 or December 1 will be paid to the registered owner of this 2024 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2024 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for the payment of the principal of or interest on this 2024 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2024 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. In Witness Whereof, Indianapolis Power & Light Company has caused this 2024 PC Bond to be signed in its name by its President or its Treasurer, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. Indianapolis Power & Light Company Dated By Treasurer Attest: By Secretary [form of trustee's certificate on 2024 pc bond] Trustee's Certificate This 2024 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Forty-First Supplemental Indenture thereto. American National Bank and Trust Company of Chicago Trustee By Authorized Signature [form of reverse side of 2024 pc bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 6-5/8% Series, due 2024 Due January 1, 2024 This 2024 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 6-5/8% Series, due 2024 (herein called the ''2024 PC Bond'') limited in aggregate principal amount to Forty Million Dollars ($40,000,000) and established by a Forty-First Supplemental Indenture dated as of January 15, 1995, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the ''Mortgage''), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. This 2024 PC Bond evidences and secures a loan made by the City to the Company, pursuant to a Loan Agreement, dated as of January 15, 1995, between the City and the Company (the ''Loan Agreement''). In order to obtain funds for such loan, the City, contemporaneously with the issue of this 2024 PC Bond, will issue Forty Million Dollars ($40,000,000) principal amount of its Pollution Control Refunding Revenue Bonds, Series 1995A (Indianapolis Power & Light Company Project) (the ''City Bonds'') under and pursuant to the City Indenture. The City Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2024 PC Bond and from moneys in the Bond Fund created under the City Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2024 PC Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the City Bonds and are directed by the Company to be applied thereto, all as provided in the Forty-First Supplemental Indenture. This 2024 PC Bond is not subject to redemption prior to December 1, 2004, except as provided in Section 2 of the Forty-First Supplemental Indenture, to which reference is made for full description of redemption provisions.
This 2024 PC Bond is subject to redemption in whole at any time on or after December 1, 2004, or in part on any interest payment date on or after December 1, 2004, at the option of the Company, upon at least thirty (30) days prior notice, all as provided in the Forty-First Supplemental Indenture, at a price equal to the principal amount of the 2024 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading ''Redemption Premium'': If Redeemed During the Twelve Months Ending With the Thirtieth Day Redemption of November of the Year Stated Premium 2005 2.0% 2006 1.0% and without premium if redeemed after November 30, 2006. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (662/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2024 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2024 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Forty-First Supplemental Indenture, the principal of, and premium, if any, and interest on this 2024 PC Bond at the place, at the respective times and at the rate and the manner herein prescribed. This 2024 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars. This 2024 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2024 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Forty-First Supplemental Indenture. [end of 2024 pc bond form] Section 4. Until the 2024 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2024 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Forty-First Supplemental Indenture for a statement of such redemption prices. Section 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2024 PC Bond the principal thereof, premium, if any, and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that: (a) The obligation of the Company to pay the principal of, and premium, if any, and interest on the 2024 PC Bond shall be discharged to the extent that any moneys in the Series 1995A Bond Account within the Bond Fund created under and pursuant to the City Indenture are available for the payment of the principal of, or premium, if any, or interest on the Series 1995A Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the City Indenture on or prior to the dates on which the Company is required to pay the principal of, or premium, if any, or interest on the 2024 PC Bond. (b) Except as otherwise provided in this Section 5, the principal amount of any Series 1995A Bond acquired by the Company and delivered to the City Trustee, or acquired by the City Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2024 PC Bond. As the principal of, premium, if any, and interest on the 2024 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2024 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2024 PC Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the City Trustee specifying the amount of such payment or credit and the principal amount of the 2024 PC Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2024 PC Bond, any such certificate shall be controlling and conclusive. Section 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2024 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2024 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2024 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto. Section 7. The Company covenants that, so long as the 2024 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Forty-First Supplemental Indenture or of the 2024 PC Bond issued hereunder. Section 9. Whenever in this Forty-First Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Forty-First Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 10. Nothing in this Forty-First Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Forty-First Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Forty-First Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2024 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Forty-First Supplemental Indenture. Section 12. This Forty-First Supplemental Indenture is dated as of January 15, 1995, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank And Trust Company Of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company, By /s/ Bryan G. Tabler Bryan G. Tabler, Senior Vice-President Attest: /s/ Clark L. Snyder Clark L. Snyder, Assistant Secretary American National Bank And Trust Company of Chicago By /s/ Ronald B. Bremen Ronald B. Bremen, Vice-President Attest: (Seal) /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary
State of Indiana County of Marion On this 2nd day of February, in the year 1995, before me, a Notary Public in and for the County and State aforesaid, personally came Bryan G. Tabler, Senior Vice-President, and Clark L. Snyder, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice-President and Assistant Secretary, respectively. Said Bryan G. Tabler and Clark L. Snyder being by me severally duly sworn did depose and say that the said Bryan G. Tabler resides in Marion County, Indiana and the said Clark L. Snyder resides in Marion County, Indiana; that said Bryan G. Tabler is Senior Vice-President and said Clark L. Snyder is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 2nd day of February 1995. /s/ Gloria K. Bryant Gloria K. Bryant, Notary Public My Commission Expires: June 11, 1995 My County of Residence is: Marion (Notarial Seal) State of Illinois County of Cook
On this 1st day of February, in the year 1995, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice-President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 1st day of February, 1995. /s/ Bernadette G. Janairo Bernadette G. Janairo Notary Public My Commission Expires: May 22, 1998 My County of Residence is: Cook (Notarial Seal) This instrument was prepared by Bryan G. Tabler
INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee Forty-Second Supplemental Indenture Dated as of October 1, 1995 ESTABLISHING FIRST MORTGAGE BONDS, 5.21% Series, Due 2023 TABLE OF CONTENTS* of FORTY-SECOND SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY Page Parties 1 Recitals 1 Section 1 Granting clauses 4 Part I Electric Distributing Systems 5 Part II Steam and Hot Water Distributing Systems 5 Part III Indeterminate Permits and Franchises 6 Part IV Other Property 6 General and after-acquired title 6 Section 2 Designation of Fortieth series of bonds and kind and denominations thereof 7 Designation of Company or American National Bank and Trust Company of Chicago as paying agent 8 Purpose of bonds 8 Redemption of bonds 8 Exchange of bonds 9 Transfer of bonds 9 Series limited to $40,000,000 9 Section 3 Form of fully registered bond 10 Form of Trustee's certificate on bonds 12 Section 4 Temporary bonds 14 Section 5 Payments made hereunder; discharge of obligation; credits 14 Section 6 Annual Payments for Maintenance and Improvement Fund 15 Section 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions 15 Section 8 Acceptance of trusts by Trustee and conditions of acceptance 15 *Table of Contents is not part of the Forty-Second Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference. Page Section 9 Successors and assigns 16 Section 10 Limitation of rights hereunder 16 Section 11 Compliance with terms, provisions and conditions of Mortgage 16 Section 12 Execution in counterparts 16 Testimonium 17 Signatures and Seals 17 Acknowledgements 18 THIS FORTY-SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 1995, between Indianapolis Power & Light Company, a corporation of the State of Indiana, hereinafter sometimes called the ''Company,'' party of the first part, and American National Bank and Trust Company of Chicago, a national banking association, as Trustee, hereinafter sometimes called the ''Trustee,'' party of the second part; Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the ''Original Mortgage'' when referred to as existing prior to any supplement thereto or modification thereof, and the ''Mortgage'' when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and Whereas, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949, as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981, as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993, as of February 1, 1994 and as of January 15, 1995. Whereas, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and Whereas, the Company has entered into a Loan Agreement, dated as of October 1, 1995 (hereinafter called the ''Loan Agreement'') with the City of Petersburg, Indiana (the ''City''), in order to obtain funds for the refunding of the aggregate principal amount of Forty Million Dollars ($40,000,000) of the City's Pollution Control Refunding Revenue Bonds, Series 1985 (Indianapolis Power & Light Company Project) issued by the City pursuant to related loan agreements to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain pollution control facilities (the ''Facilities''); and Whereas, the Company has secured a Municipal Bond Insurance Policy issued by AMBAC Indemnity Corporation (''AMBAC'') to secure the timely payment of principal and interest on the City of Petersburg Pollution Control Refunding Revenue Bonds, Adjustable Rate Tender Securities (ARTS)SM, Series 1995B (Indianapolis Power & Light Company Project), due January 1, 2023 (the ''Series 1995B Bonds''); and Whereas, the Company will enter into an Insurance Agreement dated as of October 18, 1995 with AMBAC (the ''Insurance Agreement'') to evidence the reimbursement obligations of the Company to AMBAC for the payment by AMBAC of the principal of and interest on the Series 1995B Bonds pursuant to the Municipal Bond Insurance Policy issued by AMBAC (the ''Bond Obligations''); and Whereas, the Company has entered into an Interest Rate Swap Agreement, dated as of October 11, 1995 with AMBAC Financial Services Limited Partnership (hereinafter ''AFSLP''), (the ''Swap Agreement'') under which AFSLP will have an obligation to make payments to the Company equal to the variable rate interest payments on the Series 1995B Bonds, subject to adjustment in accordance with the terms of the Swap Agreement, and the Company will have an obligation to make payments to AFSLP equal to the fixed rate interest payment on the Company's 2023 PC Bond, as defined below, and such payments subject to a netting of those obligations in accordance with the terms of the Swap Agreement (to the extent amounts are owing by the Company after such netting, the ''Swap Obligations''); and Whereas, the Company has secured a Financial Guaranty Insurance Policy pursuant to which AMBAC insures the payment obligations of the Company pursuant to the Swap Agreement (the ''Swap Policy''); and Whereas, the Insurance Agreement also evidences the reimbursement obligations of the Company to AMBAC for any payments made pursuant to the Swap Policy; and Whereas, pursuant to the terms of the Swap Agreement and the Insurance Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Forty-Second Supplemental Indenture in order to evidence and secure amounts owing under the terms of the Swap Agreement and the Insurance Agreement; and Whereas, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its ''First Mortgage Bonds, 5.21% Series, due 2023'' (the bonds of said series being hereinafter sometimes referred to as the ''2023 PC Bond''), limited to the aggregate principal amount of Forty Million Dollars ($40,000,000); and Whereas, all things necessary to make the 2023 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Forty-Second Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and Whereas, the execution and delivery by the Company of this Forty-Second Supplemental Indenture, and the terms of the 2023 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and Whereas, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and Whereas, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forty-Second Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto; Now, Therefore, This Indenture Witnesseth that, in consideration of the premises and of the acceptance or purchase of the 2023 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Forty-Second Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Forty-Second Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: Section 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby and Sullivan, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. STEAM AND HOT WATER DISTRIBUTING SYSTEMS. All the steam and hot water distributing systems acquired by the Company after May 1, 1940, the date of the Original Mortgage, and located in the City of Indianapolis, Marion County, Indiana, and any additions to or extensions of any such systems; together with the buildings, erections, structures, boilers, heaters, engines, tanks, pipe lines, mains, connections, service pipes, meters, tools, instruments, appliances, apparatus, facilities, machinery and other property and equipment used or provided for use in the construction, maintenance, repair and operation thereof; and together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. Section 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Forty Million Dollars ($40,000,000) to be issued under and secured by the Mortgage, to be designated ''5.21% Series, due 2023'', each of which shall also bear the descriptive title ''First Mortgage Bonds''; said bonds shall mature on January 1, 2023, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall be payable on the dates, at the times and in the amounts required by the Swap Agreement and the Insurance Agreement; provided, however, that the amount payable hereunder shall not exceed the principal amount of $40,000,000 plus interest at the per annum rate of 5.21% and shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of amounts due hereunder, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, being to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2023 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2023 PC Bond will be issued to evidence and secure the reimbursement obligations of the Company to AMBAC under the Insurance Agreement for the payment by AMBAC of the principal of and interest on the Series 1995B Bonds pursuant to the Municipal Bond Insurance Policy, and to secure payments made by the Company to AFSLP under the Swap Agreement. Upon the notice and in the manner and with the effect provided in this Section 2, the 2023 PC Bond shall be redeemable prior to the maturity thereof in whole or in part at the times, and in the amounts that corresponding redemptions are made on the Series 1995B Bonds and to the extent that a corresponding reduction occurs in the notional amount under the Swap Agreement. The Company shall provide notice to the Trustee of a reduction, in whole or in part, in the notional amounts owing under the Swap Agreement and a corresponding reduction, in whole or in part, in the outstanding principal amount of the Series 1995B Bonds, and the Trustee shall thereafter notify the holders of such event and request the holders to surrender their 2023 PC Bonds for cancellation; or, in the case of a partial reduction, surrender of the bonds in connection with the issuance of replacement bonds in denominations equal to the remaining notional amount owing under the Swap Agreement and the outstanding principal amount of the Series 1995B Bonds. At the option of the holder, the 2023 PC Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2023 PC Bond will be nontransferable except with the prior written consent of the Company and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2023 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Forty-Second Supplemental Indenture. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2023 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2023 PC Bond shall be limited to an aggregate principal amount of Forty Million Dollars ($40,000,000), together with interest at the per annum rate of 5.21% from the date of authentication to maturity, (such total obligation hereinafter referred to as the ''Stated Amount'') and shall be issued under the provisions of Article VII of the Original Mortgage. Section 3. The 2023 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [form of face of 2023 pc bond] This First Mortgage Bond, 5.21% Series, due 2023 (hereinafter called the ''2023 PC Bond'') is not transferable except with the prior written consent of the Company, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 5.21% Series, Due 2023 Due January 1, 2023 No. 1 $40,000,000 INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the ''Company''), for value received, hereby promises to pay to AMBAC Indemnity Corporation the Bond Obligations (as defined in the hereinafter defined Indenture) and to AMBAC Financial Services, Limited Partnership the Swap Obligations (as defined in the hereinafter defined Indenture) payable on the dates and at the times required by the Insurance Agreement and the Swap Agreement (both as defined in the hereinafter defined Indenture) in lawful money of the United States of America; provided, however, that the amount payable hereunder shall not exceed the principal amount of $40,000,000 plus interest at the per annum rate of 5.21%. The amounts payable hereunder are subject to reduction in the manner described in the Indenture in the event of reductions in the Bond Obligations and the Swap Obligations. The amounts payable hereunder will be paid to the registered owner of this 2023 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2023 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for any amounts payable on this 2023 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2023 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. In Witness Whereof, Indianapolis Power & Light Company has caused this 2023 PC Bond to be signed in its name by its President or its Treasurer, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. Indianapolis Power & Light Company Dated By Treasurer Attest: By Secretary [form of trustee's certificate on 2023 pc bond] Trustee's Certificate This 2023 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Forty-Second Supplemental Indenture thereto. American National Bank and Trust Company of Chicago Trustee By Authorized Signature [form of reverse side of 2023 pc bond] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 5.21% Series, due 2023 Due January 1, 2023 This 2023 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 5.21% Series, due 2023 (herein called the ''2023 PC Bond'') limited in aggregate principal amount to Forty Million Dollars ($40,000,000) and established by a Forty-Second Supplemental Indenture dated as of October 1, 1995 (the ''Indenture''), all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the ''Mortgage''), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. This 2023 PC Bond evidences and secures the reimbursement obligations of the Company to AMBAC under the Insurance Agreement for the payment by AMBAC of the principal of and interest on the Series 1995B Bonds pursuant to the Municipal Bond Insurance Policy, and to secure certain payments made by the Company to AFSLP under the Swap Agreement. Anything herein to the contrary notwithstanding, all amounts constituting Settlement Amounts, as defined in the Swap Agreement, shall not be payable hereunder or secured hereby. This 2023 PC Bond is subject to redemption in whole or in part at the times and in the amounts that corresponding redemptions are made on the Series 1995B Bonds and to the extent that a corresponding reduction occurs in the notional amount under the Swap Agreement. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds per centum (662/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2023 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of amounts owing hereunder without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2023 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, to pay, subject to the provisions of the Forty-Second Supplemental Indenture, all amounts owing under the Swap Agreement and the Insurance Agreement at the place, at the respective times and in the manner herein prescribed. This 2023 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars. This 2023 PC Bond will be nontransferable except with the prior written consent of the Company and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2023 PC Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Forty-Second Supplemental Indenture. [end of 2023 pc bond form] Section 4. Until the 2023 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2023 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Forty-Second Supplemental Indenture for a statement of such redemption prices. Section 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2023 PC Bond all amounts due and owing under the Swap Agreement or the Insurance Agreement up to the Stated Amount, at the dates and place and in the manner mentioned therein; provided, however, that: (a) the obligation of the Company hereunder to AFSLP shall be discharged upon termination of the Swap Agreement and payment of all amount owing thereunder; and (b) the obligation of the Company hereunder to AMBAC shall be discharged upon termination of the Swap Agreement together with the delivery to the Trustee under the Indenture of Trust dated as of October 1, 1995 between the City and Bank One, Indianapolis, NA, as Trustee, of a new First Mortgage Bond in the principal amount of the Series 1995B Bonds then outstanding. Upon payment of all amounts owing hereunder, the 2023 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2023 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2023 PC Bond unless it has received (a) the bond for cancellation by it, or (b) certificates signed by duly authorized officers of AMBAC Indemnity or AFSLP specifying the amount of such payment or credit. In the absence of receipt by the Trustee of any 2023 PC Bond, any such certificates shall be controlling and conclusive. Section 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2023 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2023 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2023 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto. Section 7. The Company covenants that, so long as the 2023 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. Section 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Forty-Second Supplemental Indenture or of the 2023 PC Bond issued hereunder. Section 9. Whenever in this Forty-Second Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Forty-Second Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. Section 10. Nothing in this Forty-Second Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Forty-Second Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Forty-Second Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. Section 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2023 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Forty-Second Supplemental Indenture. Section 12. This Forty-Second Supplemental Indenture is dated as of October 1, 1995, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. In Witness Whereof, Indianapolis Power & Light Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its Vice-President or Treasurer, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and American National Bank And Trust Company Of Chicago, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Vice-Presidents, and its corporate seal to be hereto affixed and attested by one of its Assistant Secretaries, all as of the day, month and year first above written. Indianapolis Power & Light Company, /s/ Steven L. Meyer By Steven L. Meyer, Treasurer Attest: /s/ Wendy V. Yerkes Wendy V. Yerkes, Assistant Secretary American National Bank And Trust Company of Chicago /s/ Ronald B. Bremen By Ronald B. Bremen, Vice-President Attest: (Seal) /s/ Robert M. Selangowski Robert M. Selangowski, Assistant Secretary State of Indiana ) ) ss: County of Marion ) On this 12th day of October, in the year 1995, before me, a Notary Public in and for the County and State aforesaid, personally came Steven L. Meyer, Treasurer, and Wendy V. Yerkes, Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Treasurer and Assistant Secretary, respectively. Said Steven L. Meyer and Wendy V. Yerkes being by me severally duly sworn did depose and say that the said Steven L. Meyer resides in Marion County, Indiana and the said Wendy V. Yerkes resides in Marion County, Indiana; that said Steven L. Meyer is Treasurer and said Wendy V. Yerkes is Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 12th day of October, 1995. /s/ Sandra L. Stewart Sandra L. Stewart Notary Public My Commission Expires: July 24, 1998 My County of Residence is: Johnson (Notarial Seal) State of Illinois ) ) ss: County of Cook ) On this 12th day of October, in the year 1995, before me, a Notary Public in and for the County and State aforesaid, personally came Ronald B. Bremen, Vice-President, and Robert M. Selangowski, Assistant Secretary, of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice-President and Assistant Secretary, respectively. Said Ronald B. Bremen and Robert M. Selangowski, being by me severally sworn did depose and say that the said Ronald B. Bremen resides in Glencoe, Illinois, and that the said Robert M. Selangowski resides in Lansing, Illinois; that said Ronald B. Bremen is Vice-President and said Robert M. Selangowski is Assistant Secretary of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. In Witness Whereof, I have hereunto set my hand and affixed my official seal this 12th day of October, 1995. /s/ Bernadette G. Janairo Bernadette G. Janairo Notary Public My Commission Expires: May 22, 1998 My County of Residence is: Cook (Notarial Seal) This instrument was prepared by Bryan G. Tabler
Exhibit 4.4.14 [CONFORMED COPY] ================================================================================ INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee ---------- Forty-Fourth Supplemental Indenture ---------- Dated as of August 1, 2001 ESTABLISHING FIRST MORTGAGE BONDS, 5.90% Series, Due 2024 ================================================================================
ii TABLE OF CONTENTS* of FORTY-FOURTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY Page PARTIES........................................................................1 RECITALS ......................................................................1 SECTION 1 Granting clauses...............................................3 Part I Electric Distributing Systems.....................4 Part II Reserved...........................................4 Part III Indeterminate Permits and Franchises..............4 Part IV Other Property....................................5 General and after-acquired title...........................6 SECTION 2 Designation of Forty-Fourth series of bonds and kind and denominations thereof .....................................6 Designation of Company or American National Bank and Trust Company of Chicago as paying agent.........................6 Purpose of bonds...............................................7 Redemption of bonds............................................7 Exchange of bonds.............................................12 Transfer of bonds.............................................12 Series limited to $20,000,000.................................13 SECTION 3 Form of fully registered bond.................................13 Form of Trustees certificate on bonds........................15 SECTION 4 Temporary bonds...............................................19 SECTION 5 Payment of principal and interest; credits....................19 SECTION 6 Annual Payments for Maintenance and Improvement Fund..........20 SECTION 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions...........................20 SECTION 8 Acceptance of trusts by Trustee and conditions of Acceptance.................................................20 ------------------- * Table of Contents is not part of the Forty-Fourth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
Page SECTION 9 Successors and assigns......................................20 SECTION 10 Limitation of rights hereunder..............................21 SECTION 11 Compliance with terms, provisions and conditions of Mortgage................................21 SECTION 12 Execution in counterparts...................................21 TESTIMONIUM...................................................................22 SIGNATURES AND SEALS..........................................................22 ACKNOWLEDGEMENTS..............................................................22
THIS FORTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of August 1, 2001, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981 (two), as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995 and as of August 1, 2001; and WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company entered into a Loan Agreement, dated as of December 1, 1994 (hereinafter called the "Loan Agreement") with the City of Petersburg, Indiana (the "City"), in order to obtain funds for the financing of solid waste disposal facilities acquired, constructed, installed and equipped by the Company (the "Facilities") at the Petersburg Generating Station Units 1 and 2 (the "Plant") and the issuance of $20,000,000 aggregate principal amount of the City's Solid Waste Disposal Revenue Bonds, Series 1994A (Indianapolis Power & Light Company Project) (the "Bonds"); and WHEREAS, the Company has elected to convert the applicable interest rate on the Bonds to the Long Term Rate effective as of August 1, 2001, and pursuant to the Loan Agreement, the Company has agreed to issue a series of its bonds under the Mortgage and this Forty-Fourth Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 5.90% Series, due 2024" (the bonds of said series being hereinafter sometimes referred to as the "2024 PC Bond"), limited to the aggregate principal amount of Twenty Million Dollars ($20,000,000); and WHEREAS, all things necessary to make the 2024 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Forty-Fourth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Forty-Fourth Supplemental Indenture, and the terms of the 2024 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forty-Fourth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereof; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2024 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Forty-Fourth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Forty-Fourth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. [Reserved] PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. SECTION 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Twenty Million Dollars ($20,000,000) to be issued under and secured by the Mortgage, to be designated "5.90% Series, due 2024", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on DECEMBER 1, 2024, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on June 1 and December 1 of each year (except that the first interest payment thereon shall be made December 1, 2001 for the period from August 1, 2001 through November 30, 2001); and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2024 PC Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2024 PC Bond, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2024 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2024 PC Bond will be issued to evidence and secure a loan to the Company by the City pursuant to the Loan Agreement of certain funds previously acquired by the City through the issuance of City of Petersburg, Indiana, Solid Waste Disposal Revenue Bonds, Series 1994A (Indianapolis Power & Light Company Project) (the "Series 1994A Bonds"), authenticated and delivered under and pursuant to an Indenture of Trust dated as of December 1, 1994 (hereinafter called the "City Indenture"), by and between the City and Chase Manhattan Trust Company, National Association, as successor to Society National Bank, Indiana, as Trustee (the "City Trustee"). Pursuant to the City's pledge and assignment of the Loan Agreement, as set forth in the City Indenture, the 2024 PC Bond shall be issued to the City and assigned to the City Trustee. All of the proceeds of the Series 1994A Bonds were used for the financing of the Facilities at the Plant. Upon the notice and in the manner and with the effect provided in this Section 2, the 2024 PC Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances: (a) In whole, at the option of the Company, if the Facilities or the Plant shall have been damaged or destroyed to such extent that (i) it cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company. (b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Facilities or the Plant, shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations of either the Facilities or the Plant for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company. (c) In whole, at the option of the Company, if, as a result of any changes in the Constitution or law of the State of Indiana or the Constitution or law of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) the Loan Agreement or the Note shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the City or the Company, with respect to the Facilities or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Facilities. (d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Facilities or the Plant shall have occurred or technological or other changes shall have occurred which render the Facilities uneconomic for use in the reasonable opinion of the Company. (e) In part, at the option of the Company, to the extent of net proceeds, received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Facilities shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the City and the City Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Facilities that was taken by such condemnation, taking or sale is not essential to the character or significance of the Facilities, or (ii) that the Facilities have been restored to a condition substantially equivalent to their condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Facilities as a qualified exempt facility. (f) In whole or in part, at the option of the Company at any time on or after August 1, 2011, at a price equal to the principal amount of the 2024 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth under the heading "Redemption Premium" in the form of the 2024 PC Bond hereinafter recited, so long as the Company is not in default under the Loan Agreement or the 2024 PC Bond. (g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2024 PC Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage. (h) In the event that the Company is notified by the City Trustee that (i) an event of default under the City Indenture has occurred and is continuing, and (ii) the City Trustee has declared the principal of all the Series 1994A Bonds then outstanding immediately due and payable pursuant to the City Indenture, the Company shall call for redemption, on a redemption date selected by it not later than thirty (30) days following the date on which such notice is mailed, the 2024 PC Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2024 PC Bond (x) such event of default is waived or cured as set forth in the City Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2024 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 2(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2024 PC Bond. (i) In the event the City Trustee notifies the Company and the City that the interest payable on the Series 1994A Bonds held by persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service to be subject to federal income taxation by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2024 PC Bond then outstanding to be redeemed within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2024 PC Bond pursuant to this Section 2(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2024 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the Series 1994A Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2024 PC Bond within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2024 PC Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the City Trustee to redeem the Series 1994A Bonds in part, which redemption would have the result that the interest payable on the Series 1994A Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended. In case of redemption of the 2024 PC Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (f), (g), (h) or (i) above, the amounts payable upon redemption of the 2024 PC Bond shall be a sum sufficient, together with other funds deposited with the City Trustee and available for such purpose, to pay the principal of (and premium, in the case of redemption pursuant to (f) above), and interest on the 2024 PC Bond then outstanding and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through final payment of the 2024 PC Bond. In case of redemption in part pursuant to (e), (f) or (i) above, the amount payable by the Company under this Forty-Fourth Supplemental Indenture, the Loan Agreement and the 2024 PC Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of (and premium in the case of prepayment pursuant to (f) above) and interest on the 2024 PC Bond so to be redeemed, which sum together with other funds deposited with the City Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the Series 1994A Bonds and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through such partial prepayment. The 2024 PC Bond and the Series 1994A Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above. To exercise any of the options granted to redeem the 2024 PC Bond in whole or in part or to comply with any obligations to redeem the 2024 PC Bond in whole or in part imposed in this Section 2, the Company shall give written notice of the date of redemption to the City Trustee, which date shall be not less than thirty (30) days nor more than sixty (60) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2024 PC Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2024 PC Bond. At the option of the holder, the 2024 PC Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2024 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2024 PC Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Forty-Fourth Supplemental Indenture. The Company shall not be required to transfer or exchange the 2024 PC Bond for a period of ten (10) days next preceding any interest payment date of said bond. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2024 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2024 PC Bond shall be limited to an aggregate principal amount of Twenty Million Dollars ($20,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage. SECTION 3. The 2024 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [FORM OF FACE OF 2024 PC BOND] This First Mortgage Bond, 5.90% Series, due 2024 (hereinafter called the "2024 PC Bond") is not transferable except to a successor trustee under the Indenture of Trust dated as of December 1, 1994, between the City of Petersburg, Indiana and Chase Manhattan Trust Company, National Association, as successor to Society National Bank, Indiana, as the Trustee, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND, 5.90% Series, Due 2024 Due December 1, 2024 No. 1 $20,000,000 INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay Chase Manhattan Trust Company, National Association, as successor to Society National Bank, Indiana, as the Trustee (hereinafter called the "City Trustee") under the Indenture of Trust between the City of Petersburg, Indiana (the "City") and the City Trustee, dated as of December 1, 1994 (the "City Indenture") or registered assigns, on December 1, 2024, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, Twenty Million Dollars ($20,000,000) in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of June or the first day of December next preceding the date of this 2024 PC Bond (except that the first interest payment hereunder shall be made on December 1, 2001 for the period from August 1, 2001 through November 30, 2001), at the rate of five and ninety hundreths percent (5.90%) per annum in like lawful money at said office or agency on June 1 and December 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on June 1 or December 1 will be paid to the registered owner of this 2024 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2024 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for the payment of the principal of or interest on this 2024 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2024 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY has caused this 2024 PC Bond to be signed in its name by its President or one of its Vice Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated_______________ By_______________________________ President Attest: By_____________________________ Secretary
[FORM OF TRUSTEE'S CERTIFICATE ON 2024 PC BOND] Trustee's Certificate This 2024 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Forty-Fourth Supplemental Indenture thereto. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By________________________________ Authorized Signature [FORM OF REVERSE SIDE OF 2024 PC BOND] INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND, 5.90% Series, due 2024 Due December 1, 2024 This 2024 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 5.90% Series, due 2024 (herein called the "2024 PC Bond") limited in aggregate principal amount to Twenty Million Dollars ($20,000,000) and established by a Forty-Fourth Supplemental Indenture dated as of August 1, 2001, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. This 2024 PC Bond evidences and secures a loan made by the City to the Company, pursuant to a Loan Agreement, dated as of December 1, 1994, between the City and the Company (the "Loan Agreement"). In order to obtain funds for such loan, the City issued Twenty Million Dollars ($20,000,000) principal amount of its Solid Waste Disposal Revenue Bonds, Series 1994A (Indianapolis Power & Light Company Project) (the "City Bonds") under and pursuant to the City Indenture. The City Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2024 PC Bond and from moneys in the Bond Fund created under the City Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2024 PC Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the City Bonds and are directed by the Company to be applied thereto, all as provided in the Forty-Fourth Supplemental Indenture. This 2024 PC Bond is not subject to redemption prior to August 1, 2011, except as provided in Section 2 of the Forty-Fourth Supplemental Indenture, to which reference is made for full description of redemption provisions. This 2024 PC Bond is subject to redemption in whole or in part at any time on or after August 1, 2011, at the option of the Company, upon at least thirty (30) days prior notice, all as provided in the Forty-Fourth Supplemental Indenture, at a price equal to the principal amount of the 2024 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading "Redemption Premium": If Redeemed During the Twelve Months Ending With the Thirty-first Day Redemption Of July of the Year Stated Premium --------------------------------------------------------------- 2012 2.0% 2013 1.5% 2014 1.0% 2015 0.5% and without premium if redeemed after July 31, 2015. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2024 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2024 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Forty-Fourth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2024 PC Bond at the place, at the respective times and at the rate and the manner herein prescribed. This 2024 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars ($5,000) and any larger denomination which is a whole multiple of Five Thousand Dollars ($5,000). This 2024 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2024 PC Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Forty-Fourth Supplemental Indenture. Upon redemption of this 2024 PC Bond in part and surrender thereof at the office or agency of the Company in Chicago, Illinois, for exchange, the Trustee shall authenticate and deliver a new registered 2024 PC Bond in an authorized denomination and principal amount equal to the reduced principal amount due on that series after such partial redemption. [END OF 2024 PC BOND FORM] SECTION 4. Until the 2024 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2024 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Forty-Fourth Supplemental Indenture for a statement of such redemption prices. SECTION 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2024 PC Bond the principal thereof, premium, if any, and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that: (a) the obligation of the Company to pay the principal of, and premium, if any, and interest on the 2024 PC Bond shall be discharged to the extent that any moneys in the Bond Fund created under and pursuant to the City Indenture are available for the payment of the principal of, or premium, if any, or interest on the Series 1994A Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the City Indenture on or prior to the dates on which the Company is required to pay the principal of, or premium, if any, or interest on the 2024 PC Bond. (b) Except as otherwise provided in this Section 5, the principal amount of any Series 1994A Bond acquired by the Company and delivered to the City Trustee, or acquired by the City Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2024 PC Bond. As the principal of, premium, if any, and interest on the 2024 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2024 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2024 PC Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the City Trustee specifying the amount of such payment or credit and the principal amount of the 2024 PC Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2024 PC Bond, any such certificate shall be controlling and conclusive. SECTION 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2024 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2024 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2024 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto. SECTION 7. The Company covenants that, so long as the 2024 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. SECTION 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Forty-Fourth Supplemental Indenture or of the 2024 PC Bond issued hereunder. SECTION 9. Whenever in this Forty-Fourth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Forty-Fourth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 10. Nothing in this Forty-Fourth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Forty-Fourth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Forty-Fourth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. SECTION 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2024 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Forty-Fourth Supplemental Indenture. SECTION 12. This Forty-Fourth Supplemental Indenture is dated as of August 1, 2001, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written. INDIANAPOLIS POWER & LIGHT COMPANY, By /s/WILLIAM H. HENLEY ---------------------------------- (SEAL) WILLIAM H. HENLEY, President Attest: By: /s/WILLIAM R. DODDS ------------------------------ WILLIAM R. DODDS, Secretary AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO By /s/ROBERT M. SELANGOWSKI --------------------------------- ROBERT M. SELANGOWSKI, Authorized Officer Attest: (SEAL) By: /s/F. HENRY KLESCHEN --------------------------------- F. HENRY KLESCHEN, Authorized Officer
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STATE OF ILLINOIS ) ) SS: COUNTY OF COOK ) On this 26th day of July, in the year 2001, before me, a Notary Public in and for the County and State aforesaid, personally came ROBERT M. SELANGOWSKI and F. HENRY KLESCHEN, Authorized Officers of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said ROBERT M. SELANGOWSKI and F. HENRY KLESCHEN, being by me severally sworn did depose and say that the said ROBERT M. SELANGOWSKI resides in Lansing, Illinois, and that the said F. HENRY KLESCHEN resides in Evanston, Illinois; that said ROBERT M. SELANGOWSKI and said F. HENRY KLESCHEN, are Authorized Officers of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 26th day of July, 2001. /s/KATHLEEN A. WHITE -------------------------------- KATHLEEN A. WHITE, Notary Public My Commission Expires: February 9, 2002 My County of Residence is: Cook (NOTARIAL SEAL) This instrument was prepared by BRIANE M. HOUSE
RECORDING DATA Forty-Fourth Supplemental Indenture Dated as of August 1, 2001 Instrument Recording County Record Page No. Date -------------------------------------------------------------------------------- Bartholomew --- --- 200100009897 7/27/2001 Boone --- --- 0109136 7/27/2001 Daviess --- --- 01-3597 7/27/2001 Gibson --- --- 200100005589 7/27/2001 Greene Inden. Bk. 27 44-70 200100004075 7/27/2001 Hamilton --- --- 200100046496 7/27/2001 Hancock --- --- 0110423 7/27/2001 Hendricks Mtg. Rec. 261 789-815 200100021810 7/27/2001 Johnson --- --- 2001-022710 7/27/2001 Knox Mtg. Rec. 554 543-569 5736 7/27/2001 Madison --- --- 200117485 7/27/2001 Marion --- --- 2001-0130009 7/27/2001 Monroe --- --- 2001015472 7/27/2001 Morgan --- --- 20111810 7/27/2001 Owen Mtg. Rec. IC 523-549 138715 7/27/2001 Pike Mtg. Rec. 306 269-295 01-1784 7/27/2001 Putnam --- --- 2001005422 7/27/2001 Shelby --- --- 0106331 7/27/2001 Sullivan Mtg. Rec. 258 978 012792 7/27/2001 Switzerland Mtg. Rec. 133 26 8807 7/27/2001
Exhibit 4.4.15 [CONFORMED COPY] ================================================================================ INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee ---------- Forty-Fifth Supplemental Indenture ---------- Dated as of August 1, 2001 ESTABLISHING FIRST MORTGAGE BONDS, 5.95% Series, Due 2029 ================================================================================
ii TABLE OF CONTENTS* of FORTY-FIFTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY Page PARTIES........................................................................1 RECITALS ......................................................................1 SECTION 1 Granting clauses...............................................3 Part I Electric Distributing Systems.....................4 Part II Reserved...........................................4 Part III Indeterminate Permits and Franchises..............4 Part IV Other Property....................................5 General and after-acquired title...........................6 SECTION 2 Designation of Forty-Fifth series of bonds and kind and denominations thereof .....................................6 Designation of Company or American National Bank and Trust Company of Chicago as paying agent.........................6 Purpose of bonds...............................................7 Redemption of bonds............................................7 Exchange of bonds.............................................12 Transfer of bonds.............................................12 Series limited to $30,000,000.................................13 SECTION 3 Form of fully registered bond.................................13 Form of Trustee's certificate on bonds........................15 SECTION 4 Temporary bonds...............................................19 SECTION 5 Payment of principal and interest; credits....................19 SECTION 6 Annual Payments for Maintenance and Improvement Fund..........20 SECTION 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions...........................20 SECTION 8 Acceptance of trusts by Trustee and conditions of Acceptance.................................................20 ------------------- * Table of Contents is not part of the Forty-Fifth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
Page SECTION 9 Successors and assigns......................................20 SECTION 10 Limitation of rights hereunder..............................21 SECTION 11 Compliance with terms, provisions and conditions of Mortgage............................21 SECTION 12 Execution in counterparts...................................21 TESTIMONIUM...................................................................22 SIGNATURES AND SEALS..........................................................22 ACKNOWLEDGEMENTS..............................................................22
THIS FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of August 1, 2001, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981 (two), as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995 and as of August 1, 2001 (two); and WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company entered into a Loan Agreement, dated as of December 1, 1995 (hereinafter called the "Loan Agreement") with the City of Petersburg, Indiana (the "City"), in order to obtain funds for the financing of certain facilities and equipment collectively comprising solid waste disposal facilities (the "Facilities") located at the Petersburg Generating Station Units 1 and 2 (the "Plant") and the issuance of $30,000,000 aggregate principal amount of the City's Solid Waste Disposal Revenue Bonds, Series 1995C (Indianapolis Power & Light Company Project) (the "Bonds"); and WHEREAS, the Company has elected to convert the applicable interest rate on the Bonds to the Long Term Rate effective as of August 1, 2001, and pursuant to the Loan Agreement, the Company has agreed to issue a series of its bonds under the Mortgage and this Forty-Fifth Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 5.95% Series, due 2029" (the bonds of said series being hereinafter sometimes referred to as the "2029 PC Bond"), limited to the aggregate principal amount of Thirty Million Dollars ($30,000,000); and WHEREAS, all things necessary to make the 2029 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Forty-Fifth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Forty-Fifth Supplemental Indenture, and the terms of the 2029 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forty-Fifth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereof; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2029 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Forty-Fifth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Forty-Fifth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. [Reserved] PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. SECTION 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Thirty Million Dollars ($30,000,000) to be issued under and secured by the Mortgage, to be designated "5.95% Series, due 2029", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on DECEMBER 1, 2029, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on June 1 and December 1 of each year (except that the first interest payment thereon shall be made December 1, 2001 for the period from August 1, 2001 through November 30, 2001); and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2029 PC Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2029 PC Bond, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2029 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2029 PC Bond will be issued to evidence and secure a loan to the Company by the City pursuant to the Loan Agreement of certain funds previously acquired by the City through the issuance of City of Petersburg, Indiana, Solid Waste Disposal Revenue Bonds, Series 1995C (Indianapolis Power & Light Company Project) (the "Series 1995C Bonds"), authenticated and delivered under and pursuant to an Indenture of Trust dated as of December 1, 1995 (hereinafter called the "City Indenture"), by and between the City and Bank One Trust Company, National Association, formerly Bank One, Indianapolis, NA, as Trustee (the "City Trustee"). Pursuant to the City's pledge and assignment of the Loan Agreement, as set forth in the City Indenture, the 2029 PC Bond shall be issued to the City and assigned to the City Trustee. All of the proceeds of the Series 1995C Bonds were used for the financing of the Facilities at the Plant. Upon the notice and in the manner and with the effect provided in this Section 2, the 2029 PC Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances: (a) In whole, at the option of the Company, if the Facilities or the Plant shall have been damaged or destroyed to such extent that (i) it cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company. (b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Facilities or the Plant, shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations of either the Facilities or the Plant for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company. (c) In whole, at the option of the Company, if, as a result of any changes in the Constitution or law of the State of Indiana or the Constitution or law of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) the Loan Agreement, the Note or the 2029 PC Bond shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the City or the Company, with respect to the Facilities or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Facilities. (d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Facilities or the Plant shall have occurred or technological or other changes shall have occurred which render the Facilities uneconomic for use in the reasonable opinion of the Company. (e) In part, at the option of the Company, to the extent of net proceeds, received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Facilities shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the City and the City Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Facilities that was taken by such condemnation, taking or sale is not essential to the character or significance of the Facilities, or (ii) that the Facilities have been restored to a condition substantially equivalent to their condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Facilities as a qualified exempt facility. (f) In whole or in part, at the option of the Company at any time on or after August 1, 2011, at a price equal to the principal amount of the 2029 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth under the heading "Redemption Premium" in the form of the 2029 PC Bond hereinafter recited, so long as the Company is not in default under the Loan Agreement or the 2029 PC Bond. (g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2029 PC Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage. (h) In the event that the Company is notified by the City Trustee that (i) an event of default under the City Indenture has occurred and is continuing, and (ii) the City Trustee has declared the principal of all the Series 1995C Bonds then outstanding immediately due and payable pursuant to the City Indenture, the Company shall call for redemption, on a redemption date selected by it not later than thirty (30) days following the date on which such notice is mailed, the 2029 PC Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2029 PC Bond (x) such event of default is waived or cured as set forth in the City Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2029 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 2(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2029 PC Bond. (i) In the event the City Trustee notifies the Company and the City that the interest payable on the Series 1995C Bonds held by persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service to be subject to federal income taxation by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2029 PC Bond then outstanding to be redeemed within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2029 PC Bond pursuant to this Section 2(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2029 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the Series 1995C Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2029 PC Bond within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2029 PC Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the City Trustee to redeem the Series 1995C Bonds in part, which redemption would have the result that the interest payable on the Series 1995C Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a "substantial user" or a "related person" as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended. In case of redemption of the 2029 PC Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (f), (g), (h) or (i) above, the amounts payable upon redemption of the 2029 PC Bond shall be a sum sufficient, together with other funds deposited with the City Trustee and available for such purpose, to pay the principal of (and premium, in the case of redemption pursuant to (f) above), and interest on the 2029 PC Bond then outstanding and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through final payment of the 2029 PC Bond. In case of redemption in part pursuant to (e), (f) or (i) above, the amount payable by the Company under this Forty-Fifth Supplemental Indenture, the Loan Agreement and the 2029 PC Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of (and premium in the case of prepayment pursuant to (f) above) and interest on the 2029 PC Bond so to be redeemed, which sum together with other funds deposited with the City Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the Series 1995C Bonds and to pay all reasonable and necessary fees and expenses of the City Trustee accrued and to accrue through such partial prepayment. The 2029 PC Bond and the Series 1995C Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above. To exercise any of the options granted to redeem the 2029 PC Bond in whole or in part or to comply with any obligations to redeem the 2029 PC Bond in whole or in part imposed in this Section 2, the Company shall give written notice of the date of redemption to the City Trustee, which date shall be not less than thirty (30) days nor more than sixty (60) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2029 PC Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2029 PC Bond. At the option of the holder, the 2029 PC Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2029 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2029 PC Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Forty-Fifth Supplemental Indenture. The Company shall not be required to transfer or exchange the 2029 PC Bond for a period of ten (10) days next preceding any interest payment date of said bond. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2029 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2029 PC Bond shall be limited to an aggregate principal amount of Thirty Million Dollars ($30,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage. SECTION 3. The 2029 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [FORM OF FACE OF 2029 PC BOND] This First Mortgage Bond, 5.95% Series, due 2029 (hereinafter called the "2029 PC Bond") is not transferable except to a successor trustee under the Indenture of Trust dated as of December 1, 1995, between the City of Petersburg, Indiana and Bank One Trust Company, National Association, formerly Bank One, Indianapolis, NA, as the Trustee, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND, 5.95% Series, Due 2029 Due December 1, 2029 No. 1 $30,000,000 INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay Bank One Trust Company, National Association, formerly Bank One, Indianapolis, NA, as the Trustee (hereinafter called the "City Trustee") under the Indenture of Trust between the City of Petersburg, Indiana (the "City") and the City Trustee, dated as of December 1, 1995 (the "City Indenture") or registered assigns, on December 1, 2029, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, Thirty Million Dollars ($30,000,000) in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of June or the first day of December next preceding the date of this 2029 PC Bond (except that the first interest payment hereunder shall be made on December 1, 2001 for the period from August 1, 2001 through November 30, 2001), at the rate of five and ninety-five hundreths percent (5.95%) per annum in like lawful money at said office or agency on June 1 and December 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on June 1 or December 1 will be paid to the registered owner of this 2029 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2029 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for the payment of the principal of or interest on this 2029 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2029 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY has caused this 2029 PC Bond to be signed in its name by its President or one of its Vice Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated_______________ By_______________________________ President Attest: By_____________________________ Secretary [FORM OF TRUSTEE'S CERTIFICATE ON 2029 PC BOND] Trustee's Certificate This 2029 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Forty-Fifth Supplemental Indenture thereto. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By_______________________________ Authorized Signature
[FORM OF REVERSE SIDE OF 2029 PC BOND] INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND, 5.95% Series, due 2029 Due December 1, 2029 This 2029 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 5.95% Series, due 2029 (herein called the "2029 PC Bond") limited in aggregate principal amount to Thirty Million Dollars ($30,000,000) and established by a Forty-Fifth Supplemental Indenture dated as of August 1, 2001, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. This 2029 PC Bond evidences and secures a loan made by the City to the Company, pursuant to a Loan Agreement, dated as of December 1, 1995, between the City and the Company (the "Loan Agreement"). In order to obtain funds for such loan, the City issued Thirty Million Dollars ($30,000,000) principal amount of its Solid Waste Disposal Revenue Bonds, Series 1995C (Indianapolis Power & Light Company Project) (the "City Bonds") under and pursuant to the City Indenture. The City Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2029 PC Bond and from moneys in the Bond Fund created under the City Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2029 PC Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the City Bonds and are directed by the Company to be applied thereto, all as provided in the Forty-Fifth Supplemental Indenture. This 2029 PC Bond is not subject to redemption prior to August 1, 2011, except as provided in Section 2 of the Forty-Fifth Supplemental Indenture, to which reference is made for full description of redemption provisions. This 2029 PC Bond is subject to redemption in whole or in part at any time on or after August 1, 2011, at the option of the Company, upon at least thirty (30) days prior notice, all as provided in the Forty-Fifth Supplemental Indenture, at a price equal to the principal amount of the 2029 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading "Redemption Premium": If Redeemed During the Twelve Months Ending With the Thirty-first Day Redemption Of July of the Year Stated Premium ---------------------------------------------------------------- 2012 2.0% 2013 1.5% 2014 1.0% 2015 0.5% and without premium if redeemed after July 31, 2015. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2029 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2029 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Forty-Fifth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2029 PC Bond at the place, at the respective times and at the rate and the manner herein prescribed. This 2029 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars ($5,000) and any larger denomination which is a whole multiple of Five Thousand Dollars ($5,000). This 2029 PC Bond will be nontransferable except to the City Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2029 PC Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Forty-Fifth Supplemental Indenture. Upon redemption of this 2029 PC Bond in part and surrender thereof at the office or agency of the Company in Chicago, Illinois, for exchange, the Trustee shall authenticate and deliver a new registered 2029 PC Bond in an authorized denomination and principal amount equal to the reduced principal amount due on that series after such partial redemption. [END OF 2029 PC BOND FORM] SECTION 4. Until the 2029 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2029 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Forty-Fifth Supplemental Indenture for a statement of such redemption prices. SECTION 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2029 PC Bond the principal thereof, premium, if any, and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that: (a) the obligation of the Company to pay the principal of, and premium, if any, and interest on the 2029 PC Bond shall be discharged to the extent that any moneys in the Bond Fund created under and pursuant to the City Indenture are available for the payment of the principal of, or premium, if any, or interest on the Series 1995C Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the City Indenture on or prior to the dates on which the Company is required to pay the principal of, or premium, if any, or interest on the 2029 PC Bond. (b) Except as otherwise provided in this Section 5, the principal amount of any Series 1995C Bond acquired by the Company and delivered to the City Trustee, or acquired by the City Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2029 PC Bond. As the principal of, premium, if any, and interest on the 2029 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2029 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2029 PC Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the City Trustee specifying the amount of such payment or credit and the principal amount of the 2029 PC Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2029 PC Bond, any such certificate shall be controlling and conclusive. SECTION 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2029 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2029 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2029 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto. SECTION 7. The Company covenants that, so long as the 2029 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. SECTION 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Forty-Fifth Supplemental Indenture or of the 2029 PC Bond issued hereunder. SECTION 9. Whenever in this Forty-Fifth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Forty-Fifth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 10. Nothing in this Forty-Fifth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Forty-Fifth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Forty-Fifth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. SECTION 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2029 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Forty-Fifth Supplemental Indenture. SECTION 12. This Forty-Fifth Supplemental Indenture is dated as of August 1, 2001, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written. INDIANAPOLIS POWER & LIGHT COMPANY, By /s/WILLIAM H. HENLEY --------------------------------- (SEAL) WILLIAM H. HENLEY, President Attest: By: /s/WILLIAM R. DODDS ------------------------------- WILLIAM R. DODDS, Secretary AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO By /s/ROBERT M. SELANGOWSKI ---------------------------------- ROBERT M. SELANGOWSKI, Authorized Officer Attest: (SEAL) By: /s/F. HENRY KLESCHEN ------------------------------- F. HENRY KLESCHEN, Authorized Officer
STATE OF INDIANA ) ) SS: COUNTY OF MARION ) On this 26th day of July, in the year 2001, before me, a Notary Public in and for the County and State aforesaid, personally came WILLIAM H. HENLEY, President and WILLIAM R. DODDS, Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such President and Secretary, respectively. Said WILLIAM H. HENLEY and WILLIAM R. DODDS being by me severally duly sworn did depose and say that the said WILLIAM H. HENLEY resides in Marion County, Indiana and the said WILLIAM R. DODDS resides in Fulton County, Illinois; that said WILLIAM H. HENLEY is President and said WILLIAM R. DODDS is Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 26th day of July, 2001. /s/DINAH L. KIRKHAM -------------------------------- DINAH L. KIRKHAM, Notary Public My Commission Expires: June 23, 2008 My County of Residence is: Johnson (NOTARIAL SEAL)
STATE OF ILLINOIS ) ) SS: COUNTY OF COOK ) On this 26th day of July, in the year 2001, before me, a Notary Public in and for the County and State aforesaid, personally came ROBERT M. SELANGOWSKI and F. HENRY KLESCHEN, Authorized Officers of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said ROBERT M. SELANGOWSKI and F. HENRY KLESCHEN, being by me severally sworn did depose and say that the said ROBERT M. SELANGOWSKI resides in Lansing, Illinois, and that the said F. HENRY KLESCHEN resides in Evanston, Illinois; that said ROBERT M. SELANGOWSKI and said F. HENRY KLESCHEN, are Authorized Officers of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 26th day of July, 2001. /s/KATHLEEN A. WHITE -------------------------------- KATHLEEN A. WHITE, Notary Public My Commission Expires: February 9, 2002 My County of Residence is: Cook (NOTARIAL SEAL) This instrument was prepared by BRIANE M. HOUSE
RECORDING DATA Forty-Fifth Supplemental Indenture Dated as of August 1, 2001 Instrument Recording County Record... Page No. Date -------------------------------------------------------------------------------- Bartholomew --- --- 200100009898 7/27/2001 Boone --- --- 0109137 7/27/2001 Daviess --- --- 01-3598 7/27/2001 Gibson --- --- 200100005590 7/27/2001 Greene Inden. Bk. 27 71-97 200100004076 7/27/2001 Hamilton --- --- 200100046497 7/27/2001 Hancock --- --- 0110424 7/27/2001 Hendricks Mtg. Rec. 261 762-788 200100021809 7/27/2001 Johnson --- --- 2001-022711 7/27/2001 Knox Mtg. Rec. 554 570-596 5737 7/27/2001 Madison --- --- 200117486 7/27/2001 Marion --- --- 2001-0130010 7/27/2001 Monroe --- --- 2001015473 7/27/2001 Morgan --- --- 20111811 7/27/2001 Owen Mtg. Rec. IC 550-576 138716 7/27/2001 Pike Mtg. Rec. 306 296-322 01-1785 7/27/2001 Putnam --- --- 2001005423 7/27/2001 Shelby --- --- 0106332 7/27/2001 Sullivan Mtg. Rec. 258 979 012793 7/27/2001 Switzerland Mtg. Rec. 133 27 8808 7/27/2001
Exhibit 4.4.16 [CONFORMED COPY] ================================================================================ INDIANAPOLIS POWER & LIGHT COMPANY TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee ------------- Forty-Sixth Supplemental Indenture ------------- Dated as of August 1, 2001 ESTABLISHING FIRST MORTGAGE BONDS, 5.95% Series, Due 2030 ================================================================================
TABLE OF CONTENTS* of FORTY-SIXTH SUPPLEMENTAL INDENTURE of INDIANAPOLIS POWER & LIGHT COMPANY Page PARTIES........................................................................1 RECITALS ......................................................................1 SECTION 1 Granting clauses...............................................3 Part I Electric Distributing Systems.....................4 Part II Reserved...........................................4 Part III Indeterminate Permits and Franchises..............4 Part IV Other Property....................................5 General and after-acquired title...........................6 SECTION 2 Designation of Forty-Sixth series of bonds and kind and denominations thereof .....................................6 Designation of Company or American National Bank and Trust Company of Chicago as paying agent.........................6 Purpose of bonds...............................................7 Redemption of bonds............................................7 Exchange of bonds.............................................12 Transfer of bonds.............................................12 Series limited to $17,350,000.................................13 SECTION 3 Form of fully registered bond.................................13 Form of Trustee's certificate on bonds........................15 SECTION 4 Temporary bonds...............................................19 SECTION 5 Payment of principal and interest; credits....................19 SECTION 6 Annual Payments for Maintenance and Improvement Fund..........20 SECTION 7 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions...........................20 SECTION 8 Acceptance of trusts by Trustee and conditions of Acceptance.................................................20 ------------------- * Table of Contents is not part of the Forty-Sixth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
Page SECTION 9 Successors and assigns......................................20 SECTION 10 Limitation of rights hereunder..............................21 SECTION 11 Compliance with terms, provisions and conditions of Mortgage............................21 SECTION 12 Execution in counterparts...................................21 TESTIMONIUM...................................................................22 SIGNATURES AND SEALS..........................................................22 ACKNOWLEDGEMENTS..............................................................22
THIS FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of August 1, 2001, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part; Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981 (two), as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995 and as of August 1, 2001 (three); and WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and WHEREAS, the Company entered into a Loan Agreement, dated as of September 1, 1999, as amended and supplemented by the First Supplement and Amendment to Loan Agreement dated as of August 1, 2001 (together hereinafter called the "Loan Agreement") with the Indiana Development Finance Authority (the "Authority"), in order to obtain funds for the refunding of the aggregate principal amount of Twenty Three Million Five Hundred Thousand ($23,500,000) Indiana Employment Development Commission (the "Commission") Exempt Facilities Revenue Bonds, Series 1989 (Indianapolis Power & Light Company Project) issued by the Commission pursuant to related loan agreements to finance the acquisition, construction, installation and equipping of certain pollution control facilities, sewage facilities, solid waste disposal facilities and local district heating or cooling facilities (the "Project") at various generating stations, a service center and service area of Indianapolis Power & Light Company located throughout the State of Indiana and the issuance of $23,500,000 (of which $17,350,000 remain outstanding) aggregate principal amount of the Authority's Exempt Facilities Revenue Refunding Bonds, Series 1999 (Indianapolis Power & Light Company Project) (the "Bonds"); and WHEREAS, the Company has elected to convert the applicable interest rate on the Bonds to the Long Term Interest Rate effective as of August 1, 2001, and pursuant to the Loan Agreement, the Company has agreed to issue a series of its bonds under the Mortgage and this Forty-Sixth Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 5.95% Series, due 2030" (the bonds of said series being hereinafter sometimes referred to as the "2030 PC Bond"), limited to the aggregate principal amount of Seventeen Million Three Hundred Fifty Thousand Dollars ($17,350,000); and WHEREAS, all things necessary to make the 2030 PC Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Forty-Sixth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and WHEREAS, the execution and delivery by the Company of this Forty-Sixth Supplemental Indenture, and the terms of the 2030 PC Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forty-Sixth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereof; NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2030 PC Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Forty-Sixth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Forty-Sixth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say: SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to permitted encumbrances as defined in the Original Mortgage), unto said American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana: PART I. ELECTRIC DISTRIBUTING SYSTEMS. All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems. PART II. [Reserved] PART III. INDETERMINATE PERMITS AND FRANCHISES. All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage. PART IV. OTHER PROPERTY. All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to; Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof. SECTION 2. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Seventeen Million Three Hundred Fifty Thousand Dollars ($17,350,000) to be issued under and secured by the Mortgage, to be designated "5.95% Series, due 2030", each of which shall also bear the descriptive title "First Mortgage Bonds"; said bonds shall mature on AUGUST 1, 2030, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall bear interest from the beginning of the current interest period during which each bond is dated, at the rate per annum designated in the title thereof, payable semi-annually, on February 1 and August 1 of each year (except that the first interest payment thereon shall be made February 1, 2002 for the period from August 1, 2001 through January 31, 2002); and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at American National Bank and Trust Company of Chicago, which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2030 PC Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of, premium, if any, and interest on the 2030 PC Bond, or the registration, transfer or exchange thereof, being to American National Bank and Trust Company of Chicago. In event of the resignation or inability to act of American National Bank and Trust Company of Chicago, then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company. The 2030 PC Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage. The 2030 PC Bond will be issued to evidence and secure a loan to the Company by the Authority pursuant to the Loan Agreement of certain funds previously acquired by the Authority through the issuance of Indiana Development Finance Authority Exempt Facilities Revenue Refunding Bonds, Series 1999 (Indianapolis Power & Light Company Project) (the "Series 1999 Bonds"), authenticated and delivered under and pursuant to an Indenture of Trust dated as of September 1, 1999, as amended and supplemented by the First Supplement and Amendment to Indenture of Trust dated as of August 1, 2001 (together hereinafter called the "Authority Indenture"), by and between National City Bank of Indiana, as Trustee (the "Authority Trustee") and the Authority. Pursuant to the Authority's pledge and assignment of the Loan Agreement, as set forth in the Authority Indenture, the 2030 PC Bond shall be issued to the Authority and assigned to the Authority Trustee. All of the proceeds of the Series 1999 Bonds were used for the refunding of the aggregate principal amount of Twenty Three Million Five Hundred Thousand ($23,500,000) of the Indiana Employment Development Commission (the "Commission") Exempt Facilities Revenue Bonds, Series 1989 (Indianapolis Power & Light Company Project) issued by the Commission pursuant to applicable loan agreements. Upon the notice and in the manner and with the effect provided in this Section 2, the 2030 PC Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances: (a) In part, at the option of the Company, if any Project component or the facilities serviced thereby shall have been damaged or destroyed to such extent that (i) it cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company. (b) In part, at the option of the Company, if title to, or the temporary use of, all or substantially all of any Project component or the facilities serviced thereby, shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company. (c) In whole, at the option of the Company, if, as a result of any changes in the Constitution or law of the State of Indiana or the Constitution or law of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) the Loan Agreement, the Note or the 2030 PC Bond shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the Authority or the Company, with respect to the Project or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as the Project. (d) In part, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of any Project component or facilities serviced thereby shall have occurred or technological or other changes shall have occurred which render the facilities uneconomic for use in the reasonable opinion of the Company. (e) In part, at the option of the Company, to the extent of net proceeds, received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Project shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the Authority and the Authority Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Project that was taken by such condemnation, taking or sale is not essential to the character or significance of the Project, or (ii) that the Project have been restored to a condition substantially equivalent to their condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Project as qualified exempt facilities. (f) In whole or in part, at the option of the Company at any time on or after August 1, 2011, at a price equal to the principal amount of the 2030 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth under the heading "Redemption Premium" in the form of the 2030 PC Bond hereinafter recited, so long as the Company is not in default under the Loan Agreement or the 2030 PC Bond. (g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2030 PC Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage. (h) In the event that the Company is notified by the Authority Trustee that (i) an event of default under the Authority Indenture has occurred and is continuing, and (ii) the Authority Trustee has declared the principal of all the Series 1999 Bonds then outstanding immediately due and payable pursuant to the Authority Indenture, the Company shall call for redemption, on a redemption date selected by it not later than thirty (30) days following the date on which such notice is mailed, the 2030 PC Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2030 PC Bond (x) such event of default is waived or cured as set forth in the Authority Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2030 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 2(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2030 PC Bond. (i) The Company shall call the 2030 PC Bond then outstanding to be redeemed within one hundred eighty (180) days after the date of the Company receives written notice from a bondholder, a beneficial owner or former bondholder or former beneficial owner, the Authority Trustee or the tender agent of a final determination by the Internal Revenue Service or a court of competent jurisdiction that, as a result of a failure by the Company to perform any of its agreements in the Agreement or the inaccuracy of any of its representations in the Agreement, the interest paid or to be paid on any Series 1999 Bond (except to a "substantial user" of the Project or a "related person" as those terms are used in Section 147(a) of the Internal Revenue Code of 1986, as amended, (the "Code")) is or was includable in the gross income of the Series 1999 Bond's owner for federal income tax purposes (a "Determination of Taxability"). No such determination will be considered final unless the bondholder, beneficial owner, former bondholder, or former beneficial owner involved in the determination give the Company, the Authority Trustee and the tender agent prompt written notice of the commencement of the proceedings resulting in the determination and offers the Company, subject to the Company's agreeing to pay all reasonable expenses of the proceeding and to indemnify the holder against all liabilities that might result in connection with the Bonds, the opportunity to control the defense of the proceeding. Fewer than all the 2030 PC Bonds may be redeemed if redemption of fewer than all would result in the interest payable on the Series 1999 Bonds remaining outstanding being not includable in the gross income for federal income tax purposes of any holder other than a "substantial user" or "related person." If fewer than all Series 1999 Bonds are redeemed, the Registrar will select the bonds to be redeemed by lot as provided in the Authority Indenture or by such other method acceptable to the Registrar as may be specified in an Opinion of Tax Counsel. Provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2030 PC Bond pursuant to this Section 2(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2030 PC Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the Series 1999 Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2030 PC Bond within one hundred eighty (180) days after the curing and making good of such completed default. IF THE LIEN OF THE INDENTURE IS DISCHARGED PRIOR TO THE OCCURRENCE OF A FINAL DETERMINATION OF TAXABILITY, THE BONDS WILL NOT BE REDEMED AS DESCRIBED IN THIS PARAGRAPH. (j) In part, if any governmental body or agency order the Company to divest itself or as a result of any legislative or administrative action (whether state or federal) or by final decree, judgment or the order of any court or administrative body (whether state or federal) the Company shall be required to divest itself of all or substantially all of any Project component or the facilities services thereby. In case of redemption of the 2030 PC Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (f), (g), (h), (i) or (j) above, the amounts payable upon redemption of the 2030 PC Bond shall be a sum sufficient, together with other funds deposited with the Authority Trustee and available for such purpose, to pay the principal of (and premium, in the case of redemption pursuant to (f) above), and interest on the 2030 PC Bond then outstanding and to pay all reasonable and necessary fees and expenses of the Authority Trustee accrued and to accrue through final payment of the 2030 PC Bond. In case of redemption in part pursuant to (a), (b), (d), (e), (f), (i) or (j) above, the amount payable by the Company under this Forty-Sixth Supplemental Indenture, the Loan Agreement and the 2030 PC Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of (and premium in the case of prepayment pursuant to (f) above) and interest on the 2030 PC Bond so to be redeemed, which sum together with other funds deposited with the Authority Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the Series 1999 Bonds and to pay all reasonable and necessary fees and expenses of the Authority Trustee accrued and to accrue through such partial prepayment. The principal amount of the 2030 PC Bond subject to redemption pursuant to (a), (b), (d) and (j) above will be an amount equal to the amount of proceeds of the 2030 PC Bond allocated to the Project component affected by the related event, rounded up to the nearest $5,000 increment. The 2030 PC Bond and the Series 1999 Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d), (e) or (f) above. To exercise any of the options granted to redeem the 2030 PC Bond in whole or in part or to comply with any obligations to redeem the 2030 PC Bond in whole or in part imposed in this Section 2, the Company shall give written notice of the date of redemption to the Authority Trustee, which date shall be not less than thirty (30) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2030 PC Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2030 PC Bond. At the option of the holder, the 2030 PC Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations. The 2030 PC Bond will be nontransferable except to the Authority Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2030 PC Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Forty-Sixth Supplemental Indenture. The Company shall not be required to transfer or exchange the 2030 PC Bond for a period of ten (10) days next preceding any interest payment date of said bond. Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2030 PC Bond other than for any tax or taxes or other governmental charge required to be paid by the Company. The 2030 PC Bond shall be limited to an aggregate principal amount of Seventeen Million Three Hundred Fifty Thousand Dollars ($17,350,000) and shall be issued under the provisions of Article VII of the Original Mortgage. SECTION 3. The 2030 PC Bond, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively: [FORM OF FACE OF 2030 PC BOND] This First Mortgage Bond, 5.95% Series, due 2030 (hereinafter called the "2030 PC Bond") is not transferable except to a successor trustee under the Indenture of Trust dated as of September 1, 1999, between the Indiana Development Finance Authority and National City Bank of Indiana, as the Trustee, as supplemented and amended by the First Supplement and Amendment to Indenture of Trust dated as of August 1, 2001, or to Indianapolis Power & Light Company. INDIANAPOLIS POWER & LIGHT COMPANY FIRST MORTGAGE BOND, 5.95% Series, Due 2030 Due August 1, 2030 No. 1 $17,350,000 INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay National City Bank of Indiana, as the Trustee under the Indenture of Trust between the Indiana Development Finance Authority and National City Bank of Indiana dated as of September 1, 1999, or registered assigns, on August 1, 2030, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, Seventeen Million Three Hundred Fifty Thousand Dollars ($17,350,000) in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from the first day of February or the first day of August next preceding the date of this 2030 PC Bond (except that the first interest payment hereunder shall be made on February 1, 2002 for the period from August 1, 2001 through January 31, 2002), at the rate of five and ninety-five hundreths percent (5.95%) per annum in like lawful money at said office or agency on February 1 and August 1 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on February 1 or August 1 will be paid to the registered owner of this 2030 PC Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2030 PC BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. No recourse shall be had for the payment of the principal of or interest on this 2030 PC Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined. This 2030 PC Bond shall not become obligatory until American National Bank and Trust Company of Chicago, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY has caused this 2030 PC Bond to be signed in its name by its President or one of its Vice Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof. INDIANAPOLIS POWER & LIGHT COMPANY Dated_______________ By_______________________________ President Attest: By_____________________________ Secretary [FORM OF TRUSTEE'S CERTIFICATE ON 2030 PC BOND] Trustee's Certificate This 2030 PC Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Forty-Sixth Supplemental Indenture thereto. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO Trustee By________________________________ Authorized Signature [FORM OF REVERSE SIDE OF 2030 PC BOND] INDIANAPOLIS POWER & LIGHT COMPANY First Mortgage Bond, 5.95% Series, due 2030 Due August 1, 2030 This 2030 PC Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 5.95% Series, due 2030 (herein called the "2030 PC Bond") limited in aggregate principal amount to Seventeen Million Three Hundred Fifty Thousand Dollars ($17,350,000) and established by a Forty-Sixth Supplemental Indenture dated as of August 1, 2001, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago, as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured. This 2030 PC Bond evidences and secures a loan made by the Indiana Development Finance Authority (the "Authority"), to the Company, pursuant to a Loan Agreement, dated as of September 1, 1999, between the Authority and the Company (the "Loan Agreement"), as supplemented and amended by the First Supplement and Amendment to Loan Agreement dated as of August 1, 2001, between the Company and the Authority. In order to obtain funds for such loan, the Authority contemporaneously with the issue of this 2030 PC Bond, will issue Seventeen Million Three Hundred Fifty Thousand Dollars ($17,350,000) principal amount of its Exempt Facilities Revenue Refunding Bonds, Series 1999 (Indianapolis Power & Light Company Project) (the "Authority Bonds") under and pursuant to an Indenture of Trust, dated as of September 1, 1999 (the "Authority Indenture") between the Authority and National City Bank of Indiana, as Trustee (the "Authority Trustee"), as supplemented and amended by the First Supplement and Amendment to Indenture of Trust dated as of August 1, 2001, between the Authority and the Trustee. The Authority Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2030 PC Bond and from moneys in the Bond Fund created under the Authority Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2030 PC Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the Authority Bonds and are directed by the Company to be applied thereto, all as provided in the Forty-Sixth Supplemental Indenture. This 2030 PC Bond is not subject to redemption prior to August 1, 2011, except as provided in Section 2 of the Forty-Sixth Supplemental Indenture, to which reference is made for full description of redemption provisions. This 2030 PC Bond is subject to redemption in whole or in part at any time on or after August 1, 2011, at the option of the Company, upon at least thirty (30) days prior notice, all as provided in the Forty-Sixth Supplemental Indenture, at a price equal to the principal amount of the 2030 PC Bond so to be redeemed and accrued interest to the date of redemption, together with a premium equal to a percentage of the principal amount thereof set forth below under the heading "Redemption Premium": If Redeemed During the Twelve Months Ending With the Thirty-first Day Redemption Of July of the Year Stated Premium ---------------------------------------------------------------- 2012 1.0% 2013 0.5% and without premium if redeemed after July 31, 2013. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2030 PC Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. No reference herein to the Mortgage, and no provision of this 2030 PC Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Forty-Sixth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2030 PC Bond at the place, at the respective times and at the rate and the manner herein prescribed. This 2030 PC Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars ($5,000) and any larger denomination which is a whole multiple of Five Thousand Dollars ($5,000). This 2030 PC Bond will be nontransferable except to the Authority Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2030 PC Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Forty-Sixth Supplemental Indenture. Upon redemption of this 2030 PC Bond in part and surrender thereof at the office or agency of the Company in Chicago, Illinois, for exchange, the Trustee shall authenticate and deliver a new registered 2030 PC Bond in an authorized denomination and principal amount equal to the reduced principal amount due on that series after such partial redemption. [END OF 2030 PC BOND FORM] SECTION 4. Until the 2030 PC Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2030 PC Bond in temporary form, as provided in Section 15 of the Original Mortgage. Such bond may, in lieu of the statement of the specific redemption prices required to be set forth in such bond in definitive form, include a reference to this Forty-Sixth Supplemental Indenture for a statement of such redemption prices. SECTION 5. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2030 PC Bond the principal thereof, premium, if any, and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that: (a) the obligation of the Company to pay the principal of, and premium, if any, and interest on the 2030 PC Bond shall be discharged to the extent that any moneys in the Bond Fund created under and pursuant to the Authority Indenture are available for the payment of the principal of, or premium, if any, or interest on the Series 1999 Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the Authority Indenture on or prior to the dates on which the Company is required to pay the principal of, or premium, if any, or interest on the 2030 PC Bond. (b) Except as otherwise provided in this Section 5, the principal amount of any Series 1999 Bond acquired by the Company and delivered to the Authority Trustee, or acquired by the Authority Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2030 PC Bond. As the principal of, premium, if any, and interest on the 2030 PC Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2030 PC Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2030 PC Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the Authority Trustee specifying the amount of such payment or credit and the principal amount of the 2030 PC Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2030 PC Bond, any such certificate shall be controlling and conclusive. SECTION 6. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2030 PC Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2030 PC Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2030 PC Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto. SECTION 7. The Company covenants that, so long as the 2030 PC Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock. SECTION 8. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions: The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Forty-Sixth Supplemental Indenture or of the 2030 PC Bond issued hereunder. SECTION 9. Whenever in this Forty-Sixth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Forty-Sixth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 10. Nothing in this Forty-Sixth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Forty-Sixth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Forty-Sixth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage. SECTION 11. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2030 PC Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Forty-Sixth Supplemental Indenture. SECTION 12. This Forty-Sixth Supplemental Indenture is dated as of August 1, 2001, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and in its behalf, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written. INDIANAPOLIS POWER & LIGHT COMPANY, By: /s/ WILLIAM H. HENLEY --------------------------------- (SEAL) WILLIAM H. HENLEY, President Attest: By: /s/WILLIAM R. DODDS ---------------------------------- WILLIAM R. DODDS, Secretary AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO By: /s/ ROBERT M. SELANGOWSKI -------------------------------- ROBERT M. SELANGOWSKI, Authorized Officer Attest: (SEAL) By: /s/F. HENRY KLESCHEN --------------------------------- F. HENRY KLESCHEN, Authorized Officer
STATE OF INDIANA ) ) SS: COUNTY OF MARION ) On this 26th day of July, in the year 2001, before me, a Notary Public in and for the County and State aforesaid, personally came WILLIAM H. HENLEY, President and WILLIAM R. DODDS, Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such President and Secretary, respectively. Said WILLIAM H. HENLEY and WILLIAM R. DODDS being by me severally duly sworn did depose and say that the said WILLIAM H. HENLEY resides in Marion County, Indiana and the said WILLIAM R. DODDS resides in Fulton County, Illinois; that said WILLIAM H. HENLEY is President and said WILLIAM R. DODDS is Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 26th day of July, 2001. /s/DINAH L. KIRKHAM -------------------------------- DINAH L. KIRKHAM, Notary Public My Commission Expires: June 23, 2008 My County of Residence is: Johnson (NOTARIAL SEAL)
STATE OF ILLINOIS ) ) SS: COUNTY OF COOK ) On this 26th day of July, in the year 2001, before me, a Notary Public in and for the County and State aforesaid, personally came ROBERT M. SELANGOWSKI and F. HENRY KLESCHEN, Authorized Officers of American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said ROBERT M. SELANGOWSKI and F. HENRY KLESCHEN, being by me severally sworn did depose and say that the said ROBERT M. SELANGOWSKI resides in Lansing, Illinois, and that the said F. HENRY KLESCHEN resides in Evanston, Illinois; that said ROBERT M. SELANGOWSKI and said F. HENRY KLESCHEN, are Authorized Officers of said American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 26th day of July, 2001. /s/KATHLEEN A. WHITE -------------------------------- KATHLEEN A. WHITE, Notary Public My Commission Expires: February 9, 2002 My County of Residence is: Cook (NOTARIAL SEAL) This instrument was prepared by BRIANE M. HOUSE
RECORDING DATA Forty-Sixth Supplemental Indenture Dated as of August 1, 2001 Instrument Recording County Record Page No. Date -------------------------------------------------------------------------------- Bartholomew --- --- 200100009899 7/27/2001 Boone --- --- 0109138 7/27/2001 Daviess --- --- 01-3599 7/27/2001 Gibson --- --- 200100005591 7/27/2001 Greene Inden. Bk. 27 98-124 200100004077 7/27/2001 Hamilton --- --- 200100046498 7/27/2001 Hancock --- --- 0110425 7/27/2001 Hendricks Mtg. Rec. 261 735-761 200100021808 7/27/2001 Johnson --- --- 2001-022712 7/27/2001 Knox Mtg. Rec. 554 597-622 5738 7/27/2001 Madison --- --- 200117487 7/27/2001 Marion --- --- 2001-0130011 7/27/2001 Monroe --- --- 2001015474 7/27/2001 Morgan --- --- 20111812 7/27/2001 Owen Mtg. Rec. IC 577-603 138717 7/27/2001 Pike Mtg. Rec. 307 1-27 01-1786 7/27/2001 Putnam --- --- 2001005424 7/27/2001 Shelby --- --- 0106333 7/27/2001 Sullivan Mtg. Rec. 258 980 012794 7/27/2001 Switzerland Mtg. Rec. 133 28 8809 7/27/2001
_______________________ __________________
INDIANAPOLIS POWER & LIGHT COMPANY
TO
BANK ONE, NATIONAL ASSOCIATION,
as successor in interest to
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
Trustee
________
Forty-Seventh Supplemental Indenture
________
Dated as of August 1, 2003
ESTABLISHING FIRST MORTGAGE BONDS,
6.30% Series, Due 2013
__________________________________________________________
of
FORTY-SEVENTH SUPPLEMENTAL INDENTURE
of
INDIANAPOLIS POWER & LIGHT COMPANY
Page
PARTIES 1
RECITALS 1
SECTION 1 Granting clauses 3
Part I Electric Distributing Systems 3
Part II Reserved 4
Part III Indeterminate Permits and Franchises 4
Part IV Other Property 4
SECTION 2 Definitions 5
SECTION 3 Designation and Authentication of 2013 Bonds 7
SECTION 4 Optional Redemption 10
SECTION 5 Registration, Transfer and Exchange 12
SECTION 6 Restrictions on Transfer and Exchange 15
SECTION 7 Temporary Offshore Global Bond 17
SECTION 8 Form of fully registered bond 17
Form of Trustee's certificate on bonds 19
SECTION 9 Temporary Bonds 23
SECTION 10 Annual Payments for Maintenance and Improvement Fund 24
SECTION 11 Compliance with Section 47 of Original Mortgage with
respect to dividend restrictions 24
-------------------
*Table of Contents is not part of this Forty-Seventh Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
Page
SECTION 12 Rule 144A Information Request 24
SECTION 13 Acceptance of trusts by Trustee and conditions of Acceptance 24
SECTION 14 Successors and assigns 25
SECTION 15 Limitation of rights hereunder 25
SECTION 16 Compliance with terms, provisions and conditions of Mortgage 25
SECTION 17 Execution in counterparts 25
SIGNATURES AND SEALS 26
ACKNOWLEDGEMENTS 28
EXHIBITS
EXHIBIT A Certificate of Beneficial Ownership
EXHIBIT B DTC Legend
EXHIBIT C Regulation S Certificate
EXHIBIT D Restricted Legend
EXHIBIT E Rule 144A Certificate
EXHIBIT F Temporary Offshore DTC Legend
THIS FORTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 1, 2003, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and BANK ONE, NATIONAL ASSOCIATION, as successor in interest to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part;
WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981 (two), as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995 and as of August 1, 2001 (four); and
WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 6.30% Series, due 2013" (the bonds of said series being hereinafter sometimes referred to as the "2013 Bonds"), limited to the aggregate principal amount of One Hundred Ten Million Dollars ($110,000,000); and
WHEREAS, all things necessary to make the 2013 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Forty-Seventh Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
WHEREAS, the execution and delivery by the Company of this Forty-Seventh Supplemental Indenture, and the terms of the 2013 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and
WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forty-Seventh Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereof;
NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2013 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Forty-Seventh Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Forty-Seventh Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to excepted encumbrances as defined in the Mortgage), unto said Bank One, National Association, as successor in interest to American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana:
PART I.
ELECTRIC DISTRIBUTING SYSTEMS.
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
PART II.
[Reserved]
PART III.
INDETERMINATE PERMITS AND FRANCHISES.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV.
OTHER PROPERTY.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
SECTION 2. Capitalized terms not otherwise defined in this Forty-Seventh Supplemental Indenture shall have the following meanings:
"Agent Member" means a member of, or a participant in, the Depositary.
"Certificate of Beneficial Ownership" means a certificate substantially in the form of Exhibit A.
"Certificated Bond" means a 2013 Bond in registered individual form without interest coupons.
"Clearstream" means Clearstream Banking SA and its successors.
"Depositary" means the depositary of each Global Bond, which will initially be DTC.
"DTC" means The Depository Trust Company, a New York Corporation, and its successors.
"DTC Legend" means the legend set forth in Exhibit B.
"Euroclear" means Euroclear Bank S.A./N.V., and its successors and assigns, as operator of the Euroclear System.
"Exchange Act" means the Securities Act of 1934, as amended.
"Global Bond" means a 2013 Bond in registered global form without interest coupons.
"Initial Purchasers" means the initial purchasers party to a purchase agreement with the Company relating to the sale of the 2013 Bonds by the Company.
"Officer's 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 Bond" means a Global Bond representing 2013 Bonds issued and sold pursuant to Regulation S.
"Permanent Offshore Global Bond" means an Offshore Global Bond that does not bear the Temporary Offshore DTC Legend.
"Regulation S" means Regulations S under the Securities Act.
"Regulation S Certificate" means a certificate substantially in the form of Exhibit C hereto.
"Restricted Period" means the relevant 40-day distribution compliance period as defined in Regulation S.
"Restricted Legend" means the legend set forth in Exhibit D.
"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 2013 Bond (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.
"Securities Act" means the Securities Act of 1933, as amended.
"Temporary Offshore Global Bond" means an Offshore Global Bond that bears the Temporary Offshore DTC Legend.
"Temporary Offshore DTC Legend" means the legend set forth in Exhibit F.
"U.S. Global Bond" means a Global Bond that bears the Restricted Legend representing 2013 Bonds issued and sold pursuant to Rule 144A.
SECTION 3. (a) There shall be and is hereby established a series of bonds, limited in aggregate principal amount to One Hundred Ten Million Dollars ($110,000,000) to be issued under and secured by the Mortgage, to be designated ''6.30% Series, due 2013'', each of which shall also bear the descriptive title ''First Mortgage Bonds''; said bonds shall mature on July 1, 2013, and shall be issued only as fully registered bonds without coupons in the denomination of one thousand dollars and any larger denomination which is a whole multiple of one thousand dollars; said 2013 Bonds shall accrue interest from and including the most recent date to which interest has been paid or if no interest has been paid from the date on which the 2013 Bonds are issued and authenticated through but excluding the date on which is paid, at the rate per annum designated in the title thereof; interest shall be payable in arrears semi-annually, on January 1 and July 1 of each year commencing January 1, 2004; and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the city of the principal corporate trust offices of the paying agent appointed by the Company, which shall initially be in the City of Chicago, Illinois. The person in whose name any such 2013 Bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such 2013 Bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or on behalf of the Company by notice mailed to the holders of the 2013 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date, or, if such tenth day shall be a legal holiday or a day on which banking institutions are authorized by law to close in the cities in which the principal corporate trust offices of any paying agents are located, the day next succeeding such tenth day which shall not be a legal holiday or a day on which such institutions are authorized to close.
(b) Bank One, National Association is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2013 Bonds. All reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2013 Bonds shall be to Bank One, National Association. In the event of the resignation or inability to act of Bank One, National Association, then a successor paying agent for all such purposes shall be appointed by the Board of Directors of the Company. Bank One, National Association is hereby designated and appointed the office and agency of the Company for the registration, transfer and exchange of such bonds. All reference herein to the office or agency of the Company for the registration, transfer or exchange of the 2013 Bonds shall be to Bank One, National Association. In the event of the resignation or inability to act of Bank One, National Association, then a successor agent for the registration, transfer and exchange of the 2013 Bonds shall be appointed by the Board of Directors of the Company.
(c) The 2013 Bonds shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
(d) The 2013 Bonds shall be limited to an aggregate principal amount of One Hundred Ten Million Dollars ($110,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage.
(e) (1) Except as otherwise provided in paragraph (f), Section 6 (b)(3) or (c), or Section 5(b)(4), each 2013 Bond (other than a Permanent Offshore Bond) will bear the Restricted Legend.
(2) Each Global Bond will bear the DTC Legend.
(3) Each Temporary Offshore Global Bond will bear the Temporary Offshore DTC Legend.
(4) 2013 Bonds initially offered and sold in reliance on Regulation S will be issued as provided in Section 7(a).
(f) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a 2013 Bond is eligible for resale pursuant to Rule 144 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 2013 Bond (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Trustee to cancel such 2013 Bond and issue to the holder thereof (or to its transferee) a new 2013 Bond 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.
(g) By its acceptance of any 2013 Bond bearing the Restricted Legend (or any beneficial interest in such a 2013 Bond), each holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such 2013 Bond (and any such beneficial interest) set forth in this Forty-Seventh Supplemental Indenture and in the Restricted Legend and agrees that it will transfer such 2013 Bond (and any such beneficial interest) only in accordance with the Mortgage, as supplemented by this Forty-Seventh Supplemental Indenture, and such legend.
(h) A 2013 Bond will not be valid until the Trustee manually signs the certificate of authentication on the 2013 Bond, with the signature conclusive evidence that the 2013 Bond has been authenticated under this Forty-Seventh Supplemental Indenture.
(i) At any time and from time to time after the execution and delivery of this Forty-Seventh Supplemental Indenture, the Company may deliver 2013 Bonds executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver 2013 Bonds for original issue in the aggregate principal amount not to exceed One Hundred Ten Million Dollars ($110,000,000.00).
SECTION 4. Except as provided in this Section 4, the 2013 Bonds shall not be redeemable.
Upon the notice and in the manner and with the effect provided in the Mortgage and in this Section 4, the 2013 Bonds shall be redeemable by the Company prior to the maturity thereof out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 2013 Bonds as to be redeemed and accrued interest to the date of redemption.
Upon the notice and in the manner and with the effect provided in this Section 4, the 2013 Bonds shall be redeemable prior to the maturity thereof, as a whole or in part at any time, at the option of the Company, at a redemption price, together with accrued interest to the date of redemption, equal to the greater of (i) 100% of the principal amount of the 2013 Bonds being redeemed; and (ii) the sum of the present values of the principal amount of the 2013 Bonds to be redeemed and the remaining scheduled payments of interest on the 2013 Bonds from the redemption date to July 1, 2013, discounted from their respective scheduled payment dates to the redemption date semi-annually, assuming a 360-day year consisting of twelve 30-day months at a discount rate equal to the Treasury Yield plus thirty-five (35) basis points.
"Treasury Yield" means, with respect to any redemption date, the annual rate equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue expressed as a percentage of its principal amount equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States treasury security selected by an independent investment banker as having a maturity comparable to the remaining term of the 2013 Bonds to be redeemed that would be utilized, 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 the 2013 Bonds.
"Comparable Treasury Price" means, with respect to any date of redemption, (i) 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, as set forth in the daily statistical release published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities," or (ii) if this release is not published or does not contain such prices on the business day in question, the Reference Treasury Dealer Quotation for the redemption date.
"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer and redemption date, 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 the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date.
"Reference Treasury Dealer" means a primary United States government securities dealer in New York City appointed by the Company and reasonably acceptable to the Trustee.
The notice required for the redemption of the 2013 Bonds shall be as provided in Section 59 of the Mortgage.
If fewer than all the 2013 Bonds are to be redeemed, selection of 2013 Bonds for redemption will be made by the Trustee in the manner specified in the Mortgage.
Unless the Company defaults in payment of the redemption price, from and after the date of redemption, the 2013 Bonds or portions thereof called for redemption will cease to bear interest, and the holders of the 2013 Bonds will have no right in respect of the 2013 Bonds except the right to receive the redemption price.
No sinking fund is provided for the 2013 Bonds.
SECTION 5. (a) The 2013 Bonds will be issued in registered form only, without coupons, and except under the circumstances described in subsection (b)(2) or (b)(4) of this Section 5, the 2013 Bonds will be issued in global form only. The Company shall cause the agent for the registration, transfer and exchange named in Section 3(b) (the "Transfer Agent") to maintain a register (the "Register") of the 2013 Bonds, for registering the record ownership of 2013 Bonds by the holders thereof and transfers and exchanges of 2013 Bonds.
(b) (1) Each Global Bond will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereon will bear the DTC Legend.
(2) Each Global Bond will be delivered to the Transfer Agent as custodian for the Depositary. Transfers of a Global Bond (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 (i) as set forth in Section 5(b)(4) and (ii) transfers of portions thereof in the form of Certificated Bonds may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Transfer Agent by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 6.
(3) Agent Members will have no rights under the Mortgage or this Forty- Seventh Supplemental Indenture with respect to any Global Bond 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 Bond 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 Bond through an Agent Member) to take any action which a holder is entitled to take under the Mortgage or this Forty-Seventh Supplemental Indenture or the 2013 Bonds, 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 Bond and a successor depositary is not appointed by the Company within 90 days of the notice, or (y) a completed default (as defined in the Mortgage) has occurred and is continuing and the Transfer Agent has received a request from the Depositary, or (z) the Company determines that the 2013 Bonds will no longer be represented by Global Bonds, the Transfer Agent will promptly exchange each beneficial interest in each Global Bond for one or more Certificated Bonds 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 Transfer Agent by the Depositary, and thereupon each Global Bond will be deemed canceled. If a Global Bond does not bear the Restricted Legend, then the Certificated Bonds issued in exchange therefor will not bear the Restricted Legend. If a Global Bond bears the Restricted Legend, then the Certificated Bonds issued in exchange therefor will bear the Restricted Legend, provided that any holder of any such Certificated Bond issued in exchange for a beneficial interest in a Temporary Offshore Global Bond will have the right upon presentation to the Transfer Agent of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Bond for a Certificated Bond of like tenor and amount that does not bear the Restricted Legend, registered in the name of such holder.
(c) A holder may transfer a 2013 Bond (or a beneficial interest therein) to another person or exchange a 2013 Bond (or a beneficial interest therein) for another 2013 Bond or 2013 Bonds of any authorized denomination by presenting to the Transfer Agent 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 6. The Transfer Agent will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Transfer Agent for the purpose; provided that
(x) no transfer or exchange will be effective until it is registered in the Register and
(y) the Transfer Agent will not be required (i) to issue, register the transfer of or exchange any 2013 Bond for a period of ten (10) days before any interest payment date of such bonds, (ii) to issue, register the transfer of or exchange any 2013 Bond for a period of fifteen (15) days before a selection of 2013 Bonds to be redeemed or purchased, (iii) to register the transfer of or exchange any 2013 Bond 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 2013 Bond not being redeemed or purchased, or (iv) if a redemption or a purchase is to occur after a record date but on or before the corresponding interest payment date, to register the transfer of or exchange any 2013 Bond on or after the 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 2013 Bond is registered as the owner and holder thereof for all purposes (whether or not the 2013 Bond is overdue), and will not be affected by notice to the contrary.
(d) From time to time the Company will execute and the Trustee will authenticate additional 2013 Bonds as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.
(e) No service charge will be imposed in connection with any transfer or exchange of any 2013 Bond, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).
(f) (1) If a beneficial interest in a Global Bond is transferred or exchanged for a beneficial interest in another Global Bond, the Transfer Agent will (x) record a decrease in the principal amount of the Global Bond 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 Bond. Any beneficial interest in one Global Bond that is transferred to a person who takes delivery in the form of an interest in another Global Bond, or exchanged for an interest in another Global Bond of the same series, will, upon transfer or exchange, cease to be an interest in such Global Bond and become an interest in the other Global Bond 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 Bond for as long as it remains such an interest.
(2) If a Certificated Bond is transferred or exchanged for another Certificated Bond, the Transfer Agent will (x) cancel the Certificated Bond being transferred or exchanged, (y) deliver one or more new Certificated Bonds 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 Bond (in the case of an exchange), registered in the name of such transferee or holder, as applicable, and (if such transferor exchange involves less than the entire principal amount of the canceled Certificated Bond) deliver to the holder thereof one or more Certificated Bonds in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Bond, registered in the name of the holder thereof.
SECTION 6. (a) The transfer or exchange of any 2013 Bond (or a beneficial interest therein) may only be made in accordance with this Section and Section 5 and, in the case of a Global Bond (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Transfer Agent 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 2013 Bond (or a beneficial interest therein) of the type set forth in column A below for a 2013 Bond (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.
A |
B |
C |
U.S. Global Bond U.S. Global Bond U.S. Global Bond Certificated Bond Certificated Bond Certificated Bond Offshore Global Bond Offshore Global Bond Offshore Global Bond |
U.S. Global Bond Offshore Global Bond Certificated Bond Certificated Bond U.S. Global Bond Offshore Global Bond U.S. Global Bond Offshore Global Bond Certificated Bond |
(1) (2) (3) (3) (4) (2) (4) (1) (3) |
(1) No certification is required.
(2) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Regulation S Certificate.
(3) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or (z) 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 2013 Bond 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 Transfer Agent or (ii) a 2013 Bond that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Transfer Agent will deliver a Certificated Bond that does not bear the Restricted Legend.
(4) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Rule 144A Certificate.
(c) No certification is required in connection with any transfer or exchange of any 2013 Bond (or a beneficial interest therein)
(1) after such 2013 Bond is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision); provided that the Company has provided the Transfer Agent 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) sold pursuant to an effective registration statement.
Any Certificated Bond delivered in reliance upon this paragraph will not bear the Restricted Legend.
(d) The Transfer Agent will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a 2013 Bond (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 Transfer Agent.
SECTION 7. (a) Each 2013 Bond originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Bonds that bear the Temporary Offshore DTC Legend.
(b) An owner of a beneficial interest in a Temporary Offshore Global Bond (or a person acting on behalf of such an owner) may provide to the Transfer Agent (and the Transfer Agent will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Transfer Agent 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 Transfer Agent will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Bond, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Bond by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Bond by the amount of such beneficial interest.
(c) Notwithstanding anything to the contrary contained herein, beneficial interests in a Temporary Offshore Global Bond may be held through the Depositary only through Euroclear and Clearstream and their respective direct and indirect participants.
SECTION 8. The 2013 Bonds, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively:
[FORM OF FACE OF 2013 BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, 6.30% Series, Due 2013
Due July 1, 2013
No. ___ $___________
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the ''Company''), for value received, hereby promises to pay or registered assigns, on July _____, 2013, at the office or agency of the Company for such purpose, in the city of the principal corporate trust office of the paying agent appointed by the Company, which shall initially be in the City of Chicago, State of Illinois, ________________________Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from and including the most recent date to which interest has been paid, or if no interest has been paid, from the date of this bond through but excluding the date on which interest is paid, at the rate of six and three-tenths percent (6.30%) per annum in like lawful money at said office or agency on January 1 and July 1 in each year commencing January 1, 2004, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on January 1 or July 1 will, subject to the exception provided in Section 3 of the Forty-Seventh Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date or, if such tenth day shall be a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized by law to close in the cities in which the principal corporate trust offices of any paying agents are located, the next day succeeding such tenth day which shall not be a Saturday, Sunday, legal holiday, or a day on which such institutions are authorized to close.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This bond shall not become obligatory until Bank One, National Association, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY has caused this bond to be signed in its name by its President or one of its Vice Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
INDIANAPOLIS POWER & LIGHT COMPANY
Dated_______________ By_______________________________
Attest:
By_____________________________
[FORM OF TRUSTEE'S CERTIFICATE ON BONDS]
Trustee's Certificate
This 2013 Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Forty-Seventh Supplemental Indenture thereto.
BANK ONE, NATIONAL ASSOCIATION,
AS SUCCESSOR IN INTEREST TO
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
Trustee
By________________________________
Authorized Signature
[FORM OF REVERSE SIDE OF BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 6.30% Series, due 2013
Due July 1, 2013
This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 6.30% Series, due 2013 (herein called the ''2013 Bonds'') limited in aggregate principal amount to One Hundred Ten Million Dollars ($110,000,000) and established by a Forty-Seventh Supplemental Indenture dated as of August 1, 2003, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to Bank One, National Association), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the ''Mortgage''), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
This 2013 Bonds are subject to redemption as provided in Section 4 of the Forty-Seventh Supplemental Indenture, to which reference is made for full description of redemption provisions and prices.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2013 Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2013 Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Forty-Seventh Supplemental Indenture, the principal of, and premium, if any, and interest on this 2013 Bonds at the place, at the respective times and at the rate and the manner herein prescribed.
This 2013 Bond is issuable only in full registered form without coupons in denominations of One Thousand Dollars ($1,000) and any larger denomination which is a whole multiple of One Thousand Dollars ($1,000).
The 2013 Bonds shall be transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company for such purpose in the city of the principal corporate trust office of the registrar and transfer agent appointed by the Company, which shall initially be in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2013 Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Forty-Seventh Supplemental Indenture.
Upon redemption of this 2013 Bond in part and surrender thereof at the office or agency of the Company for such purpose in the city of the principal corporate trust office of the registrar and transfer agent appointed by the Company, which shall initially be in Chicago, Illinois, for exchange, the Trustee shall authenticate and deliver a new registered 2013 Bond in an authorized denomination and principal amount equal to the reduced principal amount due on that series after such partial redemption.
[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 bond and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said bond on the books of the Company with full power of substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]
In connection with any transfer of this bond the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
Check One
□
(1) This bond 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 Forty-Seventh Supplemental Indenture is being furnished herewith.□
(2) This bond 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 C to the Forty-Seventh Supplemental Indenture is being furnished herewith.or
□
(3) This bond 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 bond and the Forty-Seventh Supplemental Indenture.If none of the foregoing boxes is checked, the Trustee is not obligated to register this bond 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 Forty-Seventh Supplemental 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.
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 transfer agent, 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 transfer agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
[END OF 2013 BOND FORM]
SECTION 9. Until the 2013 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2013 Bonds in temporary form, as provided in Section 15 of the Original Mortgage.
SECTION 10. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2013 Bonds, and the Company reserves the right, without any consent of, or other action by, the holder of the 2013 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2013 Bonds the holder thereof waives any right or privilege so to consent or take any other action with respect thereto.
SECTION 11. The Company covenants that, so long as any of the 2013 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock.
SECTION 12. The Company shall furnish to the holders or beneficial holders of the 2013 Bonds and prospective purchasers, upon their request, the information required under Rule 144A(d)(4) under the Securities Act until such time as such new bonds are no longer "restricted securities" within the meaning of Rule 144 under the Securities Act, assuming these new 2013 Bonds have not been owned by the Company or an affiliate of the Company.
SECTION 13. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions:
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Forty-Seventh Supplemental Indenture or of the 2013 Bonds issued hereunder.
SECTION 14. Whenever in this Forty-Seventh Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Forty-Seventh Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 15. Nothing in this Forty-Seventh Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Forty-Seventh Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Forty-Seventh Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 16. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2013 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Forty-Seventh Supplemental Indenture.
SECTION 17. This Forty-Seventh Supplemental Indenture is dated as of August 1, 2003, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
(signature pages to follow)
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and BANK ONE, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT
COMPANY
By ______________________________
(SEAL) HAMSA SHADAKSHARAPPA,
Senior Vice President Financial Services,
Chief Financial Officer and Secretary
Attest:
By: _____________________________
Treasurer and Assistant Secretary
BANK ONE, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By________________________________
Authorized Officer
Attest: (SEAL)
By:______________________________
John P. Porzuczek,
Authorized Officer
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 30th day of July, in the year 2003, before me, a Notary Public in and for the County and State aforesaid, personally came HAMSA SHADAKSHARAPPA, Senior Vice President Financial Services, Chief Financial Officer and Secretary and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice President Financial Services, Chief Financial Officer and Secretary and Treasurer and Assistant Secretary, respectively. Said HAMSA SHADAKSHARAPPA and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said HAMSA SHADAKSHARAPPA resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said HAMSA SHADAKSHARAPPA is Senior Vice President Financial Services, Chief Financial Officer and Secretary and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 30th day of July, 2003.
_______________________________
Catherine McDaniel,
Notary Public
My Commission Expires:
My County of Residence is:
Shelby
(NOTARIAL SEAL)
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 1st day of August, in the year 2003, before me, a Notary Public in and for the County and State aforesaid, personally came Derick Rush and John P. Porzuczek, Authorized Officers of Bank One, National Association, as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said Derick Rush and John P. Porzuczek, being by me severally sworn did depose and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said John P. Porzuczek resides in Hamilton County, Indiana; that said Derick Rush and John P. Porzuczek, are Authorized Officers of said Bank One, National Association, as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 1st day of August, 2003.
________________________________
Ruth Dickinson,
Notary Public
My Commission Expires:
My County of Residence is:
Hendricks
(NOTARIAL SEAL)
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg,
11 South Meridian Street, Indianapolis, IN 46104
INDS01 SWT 598579_6
EXHIBIT A
[COMPLETE FORM I OR FORM II AS APPLICABLE.]
[FORM I]
Certificate of Beneficial Ownership
To: Bank One, National Association
Bank One Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration OR
[Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR
[Clearstream Banking SA]
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.30% Series, due 2013 (the "Bonds")
Issued under the Forty-Seventh Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
We are the beneficial owner of $_________ principal amount of Bonds issued under the Mortgage and represented by a Temporary Offshore Global Bond (as defined in the Mortgage).
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 Bonds 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.
Very truly yours,
[NAME OF BENEFICIAL OWNER]
By:
Name:
Title:
Address:
Date:
[FORM II]
Certificate of Beneficial Ownership
To: Bank One, National Association
Bank One Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.30% Series, due 2013 (the "Bonds")
Issued under the Forty-Seventh Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds represented by a Temporary Offshore Global Bond issued under the above- referenced Mortgage, that as of the date hereof, $________ principal amount of Bonds represented by the Temporary Offshore Global Bond 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 Bonds 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 Bond 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 Bond submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.
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:
EXHIBIT B
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 BOND 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 BOND ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE MORTGAGE.
EXHIBIT C
REGULATION S CERTIFICATE
______________, ____
Bank One, National Association
Bank One Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.30% Series, due 2013 (the "Bonds")
Issued under the Forty-Seventh Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
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 Bonds issued under the Mortgage. We hereby certify as follows:1. The offer and sale of the Bonds 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(h)(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 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 Bonds.
4. The proposed transfer of Bonds 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 Bonds, and the proposed transfer takes place during the Restricted Period (as defined in the Mortgage), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Mortgage), 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 Bonds issued under the Mortgage for an equal principal amount of Bonds to be held by us. We hereby certify as follows:1. At the time the offer and sale of the Bonds 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(h)(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 prearrange the transaction in the United States.
3. The proposed exchange of Bonds 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 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:
EXHIBIT D
RESTRICTED LEGEND
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"' AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (III) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (V) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE), SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) OR (IV) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
EXHIBIT E
RULE 144A CERTIFICATE
______________, ____
Bank One, National Association
Bank One Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.30% Series, due 2013 (the "Bonds")
Issued under the Forty-Seventh Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds issued under the Mortgage.□
B. Our proposed exchange of $________ principal amount of Bonds issued under the Mortgage for an equal principal amount of Bonds 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 Bonds 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 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:
EXHIBIT F
TEMPORARY OFFSHORE DTC LEGEND
THIS BOND IS A TEMPORARY GLOBAL BOND. 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 CERTIFICATED BONDS OTHER THAN A PERMANENT GLOBAL BOND IN ACCORDANCE WITH THE TERMS OF THE MORTGAGE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.
INDS01 SWT 598579_6
INDIANAPOLIS POWER & LIGHT COMPANY
TO
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as successor in interest to
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
Trustee
________
Forty-Eighth Supplemental Indenture
________
Dated as of January 1, 2004
ESTABLISHING FIRST MORTGAGE BONDS,
6.60% Series, Due 2034
of
FORTY-EIGHTH SUPPLEMENTAL INDENTURE
of
INDIANAPOLIS POWER & LIGHT COMPANY
Page
PARTIES 1
RECITALS 1
SECTION 1 Granting clauses 3
Part I Electric Distributing Systems 3
Part II Reserved 4
Part III Indeterminate Permits and Franchises 4
Part IV Other Property 4
SECTION 2 Definitions 5
SECTION 3 Designation and Authentication of 2034 Bonds 7
SECTION 4 Optional Redemption 10
SECTION 5 Registration, Transfer and Exchange 12
SECTION 6 Restrictions on Transfer and Exchange 15
SECTION 7 Temporary Offshore Global Bond 17
SECTION 8 Form of fully registered bond 17
Form of Trustee's certificate on bonds 19
SECTION 9 Temporary Bonds 23
SECTION 10 Annual Payments for Maintenance and Improvement Fund 24
SECTION 11 Compliance with Section 47 of Original Mortgage with
respect to dividend restrictions 24
-------------------
*Table of Contents is not part of this Forty-Eighth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
Page
SECTION 12 Rule 144A Information Request 24
SECTION 13 Acceptance of trusts by Trustee and conditions of Acceptance 24
SECTION 14 Successors and assigns 25
SECTION 15 Limitation of rights hereunder 25
SECTION 16 Compliance with terms, provisions and conditions of Mortgage 25
SECTION 17 Execution in counterparts 25
SIGNATURES AND SEALS 26
ACKNOWLEDGEMENTS 28
EXHIBITS
EXHIBIT A Certificate of Beneficial Ownership
EXHIBIT B DTC Legend
EXHIBIT C Regulation S Certificate
EXHIBIT D Restricted Legend
EXHIBIT E Rule 144A Certificate
EXHIBIT F Temporary Offshore DTC Legend
THIS FORTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of January 1, 2004, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part;
WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981 (two), as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995, as of August 1, 2001 (four) and as of August 1, 2003; and
WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 6.60% Series, due 2034" (the bonds of said series being hereinafter sometimes referred to as the "2034 Bonds"), limited to the aggregate principal amount of One Hundred Million Dollars ($100,000,000); and
WHEREAS, all things necessary to make the 2034 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Forty-Eighth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
WHEREAS, the execution and delivery by the Company of this Forty-Eighth Supplemental Indenture, and the terms of the 2034 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and
WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Forty-Eighth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereof;
NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2034 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Forty-Eighth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Forty-Eighth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to excepted encumbrances as defined in the Mortgage), unto said J.P. Morgan Trust Company, National Association, as successor in interest to American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana:
PART I.
ELECTRIC DISTRIBUTING SYSTEMS.
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
PART II.
[Reserved]
PART III.
INDETERMINATE PERMITS AND FRANCHISES.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV.
OTHER PROPERTY.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
SECTION 2. Capitalized terms not otherwise defined in this Forty-Eighth Supplemental Indenture shall have the following meanings:
"Agent Member" means a member of, or a participant in, the Depositary.
"Certificate of Beneficial Ownership" means a certificate substantially in the form of Exhibit A.
"Certificated Bond" means a 2034 Bond in registered individual form without interest coupons.
"Clearstream" means Clearstream Banking SA and its successors.
"Depositary" means the depositary of each Global Bond, which will initially be DTC.
"DTC" means The Depository Trust Company, a New York Corporation, and its successors.
"DTC Legend" means the legend set forth in Exhibit B.
"Euroclear" means Euroclear Bank S.A./N.V., and its successors and assigns, as operator of the Euroclear System.
"Exchange Act" means the Securities Act of 1934, as amended.
"Global Bond" means a 2034 Bond in registered global form without interest coupons.
"Initial Purchasers" means the initial purchasers party to a purchase agreement with the Company relating to the sale of the 2034 Bonds by the Company.
"Officer's 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 Bond" means a Global Bond representing 2034 Bonds issued and sold pursuant to Regulation S.
"Permanent Offshore Global Bond" means an Offshore Global Bond that does not bear the Temporary Offshore DTC Legend.
"Regulation S" means Regulations S under the Securities Act.
"Regulation S Certificate" means a certificate substantially in the form of Exhibit C hereto.
"Restricted Period" means the relevant 40-day distribution compliance period as defined in Regulation S.
"Restricted Legend" means the legend set forth in Exhibit D.
"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 2034 Bond (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.
"Securities Act" means the Securities Act of 1933, as amended.
"Temporary Offshore Global Bond" means an Offshore Global Bond that bears the Temporary Offshore DTC Legend.
"Temporary Offshore DTC Legend" means the legend set forth in Exhibit F.
"U.S. Global Bond" means a Global Bond that bears the Restricted Legend representing 2034 Bonds issued and sold pursuant to Rule 144A.
SECTION 3. (a) There shall be and is hereby established a series of bonds, limited in aggregate principal amount to One Hundred Million Dollars ($100,000,000) to be issued under and secured by the Mortgage, to be designated ''6.60% Series, due 2034'', each of which shall also bear the descriptive title ''First Mortgage Bonds''; said 2034 Bonds shall mature on January 1, 2034, and shall be issued only as fully registered bonds without coupons in the denomination of one thousand dollars and any larger denomination which is a whole multiple of one thousand dollars; said 2034 Bonds shall accrue interest from and including the most recent date to which interest has been paid, or if no interest has been paid from January 13, 2004, through but excluding the date on which interest is paid, at the rate per annum designated in the title thereof; interest shall be payable in arrears semi-annually, on January 1 and July 1 of each year commencing July 1, 2004, or if such day shall be a legal holiday or a day on which banking institutions are authorized by law to close in the City of Chicago, Illinois, the day next succeeding such day which shall not be a legal holiday or a day on which such institutions are authorized to close; and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. The person in whose name any such 2034 Bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such 2034 Bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or on behalf of the Company by notice mailed to the holders of the 2034 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date.
(b) J.P. Morgan Trust Company, National Association is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2034 Bonds. All reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2034 Bonds shall be to J.P. Morgan Trust Company, National Association. In the event of the resignation or inability to act of J.P. Morgan Trust Company, National Association, then a successor paying agent for all such purposes shall be appointed by the Board of Directors of the Company. J.P. Morgan Trust Company, National Association is hereby designated and appointed the office and agency of the Company for the registration, transfer and exchange of such bonds. All reference herein to the office or agency of the Company for the registration, transfer or exchange of the 2034 Bonds shall be to J.P. Morgan Trust Company, National Association. In the event of the resignation or inability to act of J.P. Morgan Trust Company, National Association, then a successor agent for the registration, transfer and exchange of the 2034 Bonds shall be appointed by the Board of Directors of the Company.
(c) The 2034 Bonds shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
(d) The 2034 Bonds shall be limited to an aggregate principal amount of One Hundred Million Dollars ($100,000,000) and shall be issued under the provisions of Article VI of the Original Mortgage.
(e) (1) Except as otherwise provided in paragraph (f), Section 6 (b)(3) or (c), or Section 5(b)(4), each 2034 Bond (other than a Permanent Offshore Bond) will bear the Restricted Legend.
(2) Each Global Bond will bear the DTC Legend.
(3) Each Temporary Offshore Global Bond will bear the Temporary Offshore DTC Legend.
(4) 2034 Bonds initially offered and sold in reliance on Regulation S will be issued as provided in Section 7(a).
(f) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a 2034 Bond is eligible for resale pursuant to Rule 144 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 2034 Bond (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Trustee to cancel such 2034 Bond and issue to the holder thereof (or to its transferee) a new 2034 Bond 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.
(g) By its acceptance of any 2034 Bond bearing the Restricted Legend (or any beneficial interest in such a 2034 Bond), each holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such 2034 Bond (and any such beneficial interest) set forth in this Forty-Eighth Supplemental Indenture and in the Restricted Legend and agrees that it will transfer such 2034 Bond (and any such beneficial interest) only in accordance with the Mortgage, as supplemented by this Forty-Eighth Supplemental Indenture, and such legend.
(h) A 2034 Bond will not be valid until the Trustee manually signs the certificate of authentication on the 2034 Bond, with the signature conclusive evidence that the 2034 Bond has been authenticated under this Forty-Eighth Supplemental Indenture.
(i) At any time and from time to time after the execution and delivery of this Forty-Eighth Supplemental Indenture, the Company may deliver 2034 Bonds executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver 2034 Bonds for original issue in the aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000.00).
SECTION 4. Except as provided in this Section 4, the 2034 Bonds shall not be redeemable.
Upon the notice and in the manner and with the effect provided in the Mortgage and in this Section 4, the 2034 Bonds shall be redeemable by the Company prior to the maturity thereof out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 2034 Bonds as to be redeemed and accrued interest to the date of redemption.
Upon the notice and in the manner and with the effect provided in this Section 4, the 2034 Bonds shall be redeemable prior to the maturity thereof, as a whole or in part at any time, at the option of the Company, at a redemption price, together with accrued interest to the date of redemption, equal to the greater of (i) 100% of the principal amount of the 2034 Bonds being redeemed; and (ii) the sum of the present values of the principal amount of the 2034 Bonds to be redeemed and the remaining scheduled payments of interest on the 2034 Bonds from the redemption date to January 1, 2034, discounted from their respective scheduled payment dates to the redemption date semi-annually, assuming a 360-day year consisting of twelve 30-day months at a discount rate equal to the Treasury Yield plus thirty (30) basis points.
"Treasury Yield" means, with respect to any redemption date, the annual rate equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue expressed as a percentage of its principal amount equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States treasury security selected by an independent investment banker as having a maturity comparable to the remaining term of the 2034 Bonds to be redeemed that would be utilized, 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 the 2034 Bonds.
"Comparable Treasury Price" means, with respect to any date of redemption, (i) 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, as set forth in the daily statistical release published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities," or (ii) if this release is not published or does not contain such prices on the business day in question, the Reference Treasury Dealer Quotation for the redemption date.
"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer and redemption date, 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 the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date.
"Reference Treasury Dealer" means a primary United States government securities dealer in New York City appointed by the Company and reasonably acceptable to the Trustee.
The notice required for the redemption of the 2034 Bonds shall be as provided in Section 59 of the Mortgage.
If fewer than all the 2034 Bonds are to be redeemed, selection of 2034 Bonds for redemption will be made by the Trustee in the manner specified in the Mortgage.
Unless the Company defaults in payment of the redemption price, from and after the date of redemption, the 2034 Bonds or portions thereof called for redemption will cease to bear interest, and the holders of the 2034 Bonds will have no right in respect of the 2034 Bonds except the right to receive the redemption price.
No sinking fund is provided for the 2034 Bonds.
SECTION 5. (a) The 2034 Bonds will be issued in registered form only, without coupons, and except under the circumstances described in subsection (b)(2) or (b)(4) of this Section 5, the 2034 Bonds will be issued in global form only. The Company shall cause the agent for the registration, transfer and exchange named in Section 3(b) (the "Transfer Agent") to maintain a register (the "Register") of the 2034 Bonds, for registering the record ownership of 2034 Bonds by the holders thereof and transfers and exchanges of 2034 Bonds.
(b) (1) Each Global Bond will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereon will bear the DTC Legend.
(2) Each Global Bond will be delivered to the Transfer Agent as custodian for the Depositary. Transfers of a Global Bond (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 (i) as set forth in Section 5(b)(4) and (ii) transfers of portions thereof in the form of Certificated Bonds may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Transfer Agent by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 6.
(3) Agent Members will have no rights under the Mortgage or this Forty- Eighth Supplemental Indenture with respect to any Global Bond 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 Bond 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 Bond through an Agent Member) to take any action which a holder is entitled to take under the Mortgage or this Forty-Eighth Supplemental Indenture or the 2034 Bonds, 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 Bond and a successor depositary is not appointed by the Company within 90 days of the notice, or (y) a completed default (as defined in the Mortgage) has occurred and is continuing and the Transfer Agent has received a request from the Depositary, or (z) the Company determines that the 2034 Bonds will no longer be represented by Global Bonds, the Transfer Agent will promptly exchange each beneficial interest in each Global Bond for one or more Certificated Bonds 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 Transfer Agent by the Depositary, and thereupon each Global Bond will be deemed canceled. If a Global Bond does not bear the Restricted Legend, then the Certificated Bonds issued in exchange therefor will not bear the Restricted Legend. If a Global Bond bears the Restricted Legend, then the Certificated Bonds issued in exchange therefor will bear the Restricted Legend, provided that any holder of any such Certificated Bond issued in exchange for a beneficial interest in a Temporary Offshore Global Bond will have the right upon presentation to the Transfer Agent of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Bond for a Certificated Bond of like tenor and amount that does not bear the Restricted Legend, registered in the name of such holder.
(c) A holder may transfer a 2034 Bond (or a beneficial interest therein) to another person or exchange a 2034 Bond (or a beneficial interest therein) for another 2034 Bond or 2034 Bonds of any authorized denomination by presenting to the Transfer Agent 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 6. The Transfer Agent will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Transfer Agent for the purpose; provided that
(x) no transfer or exchange will be effective until it is registered in the Register and
(y) the Transfer Agent will not be required (i) to issue, register the transfer of or exchange any 2034 Bond for a period of ten (10) days before any interest payment date of such bonds, (ii) to issue, register the transfer of or exchange any 2034 Bond for a period of fifteen (15) days before a selection of 2034 Bonds to be redeemed or purchased, (iii) to register the transfer of or exchange any 2034 Bond 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 2034 Bond not being redeemed or purchased, or (iv) if a redemption or a purchase is to occur after a record date but on or before the corresponding interest payment date, to register the transfer of or exchange any 2034 Bond on or after the 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 2034 Bond is registered as the owner and holder thereof for all purposes (whether or not the 2034 Bond is overdue), and will not be affected by notice to the contrary.
(d) From time to time the Company will execute and the Trustee will authenticate additional 2034 Bonds as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.
(e) No service charge will be imposed in connection with any transfer or exchange of any 2034 Bond, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).
(f) (1) If a beneficial interest in a Global Bond is transferred or exchanged for a beneficial interest in another Global Bond, the Transfer Agent will (x) record a decrease in the principal amount of the Global Bond 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 Bond. Any beneficial interest in one Global Bond that is transferred to a person who takes delivery in the form of an interest in another Global Bond, or exchanged for an interest in another Global Bond of the same series, will, upon transfer or exchange, cease to be an interest in such Global Bond and become an interest in the other Global Bond 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 Bond for as long as it remains such an interest.
(2) If a Certificated Bond is transferred or exchanged for another Certificated Bond, the Transfer Agent will (x) cancel the Certificated Bond being transferred or exchanged, (y) deliver one or more new Certificated Bonds 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 Bond (in the case of an exchange), registered in the name of such transferee or holder, as applicable, and (if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Bond) deliver to the holder thereof one or more Certificated Bonds in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Bond, registered in the name of the holder thereof.
SECTION 6. (a) The transfer or exchange of any 2034 Bond (or a beneficial interest therein) may only be made in accordance with this Section and Section 5 and, in the case of a Global Bond (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Transfer Agent 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 2034 Bond (or a beneficial interest therein) of the type set forth in column A below for a 2034 Bond (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.
A |
B |
C |
U.S. Global Bond U.S. Global Bond U.S. Global Bond Certificated Bond Certificated Bond Certificated Bond Offshore Global Bond Offshore Global Bond Offshore Global Bond |
U.S. Global Bond Offshore Global Bond Certificated Bond Certificated Bond U.S. Global Bond Offshore Global Bond U.S. Global Bond Offshore Global Bond Certificated Bond |
(1) (2) (3) (3) (4) (2) (4) (1) (3) |
(1) No certification is required.
(2) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Regulation S Certificate.
(3) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or (z) 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 2034 Bond 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 Transfer Agent or (ii) a 2034 Bond that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Transfer Agent will deliver a Certificated Bond that does not bear the Restricted Legend.
(4) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Rule 144A Certificate.
(c) No certification is required in connection with any transfer or exchange of any 2034 Bond (or a beneficial interest therein)
(1) after such 2034 Bond is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision); provided that the Company has provided the Transfer Agent 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) sold pursuant to an effective registration statement.
Any Certificated Bond delivered in reliance upon this paragraph will not bear the Restricted Legend.
(d) The Transfer Agent will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a 2034 Bond (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 Transfer Agent.
SECTION 7. (a) Each 2034 Bond originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Bonds that bear the Temporary Offshore DTC Legend.
(b) An owner of a beneficial interest in a Temporary Offshore Global Bond (or a person acting on behalf of such an owner) may provide to the Transfer Agent (and the Transfer Agent will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Transfer Agent 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 Transfer Agent will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Bond, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Bond by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Bond by the amount of such beneficial interest.
(c) Notwithstanding anything to the contrary contained herein, beneficial interests in a Temporary Offshore Global Bond may be held through the Depositary only through Euroclear and Clearstream and their respective direct and indirect participants.
SECTION 8. The 2034 Bonds, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively:
[FORM OF FACE OF 2034 BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, 6.60% Series, Due 2034
Due January 1, 2034
No. ___ $___________
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the ''Company''), for value received, hereby promises to pay or registered assigns, on January 1, 2034, at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, ________________________Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from and including the most recent date to which interest has been paid, or if no interest has been paid from January 13, 2004, through but excluding the date on which interest is paid, at the rate of six and six tenths percent (6.60%) per annum in like lawful money at said office or agency on January 1 and July 1 in each year commencing July 1, 2004, or if such day shall be a legal holiday or a day on which banking institutions are authorized by law to close in the City of Chicago, Illinois, the day next succeeding such day which shall not be a legal holiday or a day on which such institutions are authorized to close, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on January 1 or July 1 will, subject to the exception provided in Section 3 of the Forty-Eighth Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This bond shall not become obligatory until J.P. Morgan Trust Company, National Association, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY has caused this bond to be signed in its name by its President or one of its Vice Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
INDIANAPOLIS POWER & LIGHT COMPANY
Dated_______________ By_______________________________
Attest:
By_____________________________
[FORM OF TRUSTEE'S CERTIFICATE ON BONDS]
Trustee's Certificate
This 2034 Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Forty-Eighth Supplemental Indenture thereto.
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
AS SUCCESSOR IN INTEREST TO
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
Trustee
By________________________________
Authorized Signature
[FORM OF REVERSE SIDE OF BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 6.60% Series, due 2034
Due January 1, 2034
This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 6.60% Series, due 2034 (herein called the ''2034 Bonds'') limited in aggregate principal amount to One Hundred Million Dollars ($100,000,000) and established by a Forty-Eighth Supplemental Indenture dated as of January 1, 2004, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to J.P. Morgan Trust Company, National Association), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the ''Mortgage''), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
This 2034 Bonds are subject to redemption as provided in Section 4 of the Forty-Eighth Supplemental Indenture, to which reference is made for full description of redemption provisions and prices.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2034 Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2034 Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Forty-Eighth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2034 Bonds at the place, at the respective times and at the rate and the manner herein prescribed.
This 2034 Bond is issuable only in full registered form without coupons in denominations of One Thousand Dollars ($1,000) and any larger denomination which is a whole multiple of One Thousand Dollars ($1,000).
The 2034 Bonds shall be transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company for such purpose in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2034 Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Forty-Eighth Supplemental Indenture.
Upon redemption of this 2034 Bond in part and surrender thereof at the office or agency of the Company for such purpose in the City of Chicago, Illinois, for exchange, the Trustee shall authenticate and deliver a new registered 2034 Bond in an authorized denomination and principal amount equal to the reduced principal amount due on that series after such partial redemption.
[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 bond and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said bond on the books of the Company with full power of substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]
In connection with any transfer of this bond the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
Check One
□
(1) This bond 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 Forty-Eighth Supplemental Indenture is being furnished herewith.□
(2) This bond 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 C to the Forty-Eighth Supplemental Indenture is being furnished herewith.or
□
(3) This bond 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 bond and the Forty-Eighth Supplemental Indenture.If none of the foregoing boxes is checked, the Trustee is not obligated to register this bond 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 Forty-Eighth Supplemental 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.
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 transfer agent, 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 transfer agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
[END OF 2034 BOND FORM]
SECTION 9. Until the 2034 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2034 Bonds in temporary form, as provided in Section 15 of the Original Mortgage.
SECTION 10. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2034 Bonds, and the Company reserves the right, without any consent of, or other action by, the holder of the 2034 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2034 Bonds the holder thereof waives any right or privilege so to consent or take any other action with respect thereto.
SECTION 11. The Company covenants that, so long as any of the 2034 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock.
SECTION 12. The Company shall furnish to the holders or beneficial holders of the 2034 Bonds and prospective purchasers, upon their request, the information required under Rule 144A(d)(4) under the Securities Act until such time as such 2034 Bonds are no longer "restricted securities" within the meaning of Rule 144 under the Securities Act, assuming these 2034 Bonds have not been owned by the Company or an affiliate of the Company.
SECTION 13. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions:
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Forty-Eighth Supplemental Indenture or of the 2034 Bonds issued hereunder.
SECTION 14. Whenever in this Forty-Eighth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Forty-Eighth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 15. Nothing in this Forty-Eighth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Forty-Eighth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Forty-Eighth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 16. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2034 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Forty-Eighth Supplemental Indenture.
SECTION 17. This Forty-Eighth Supplemental Indenture is dated as of January 1, 2004, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
(signature pages to follow)
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT
COMPANY
By ______________________________
(SEAL) HAMSA SHADAKSHARAPPA,
Senior Vice President Financial Services,
Chief Financial Officer and Secretary
Attest:
By: _____________________________
Treasurer and Assistant Secretary
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By________________________________
Authorized Officer
Attest: (SEAL)
By:______________________________
John P. Porzuczek,
Authorized Officer
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 7th day of January, in the year 2004, before me, a Notary Public in and for the County and State aforesaid, personally came HAMSA SHADAKSHARAPPA, Senior Vice President Financial Services, Chief Financial Officer and Secretary and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice President Financial Services, Chief Financial Officer and Secretary and Treasurer and Assistant Secretary, respectively. Said HAMSA SHADAKSHARAPPA and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said HAMSA SHADAKSHARAPPA resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said HAMSA SHADAKSHARAPPA is Senior Vice President Financial Services, Chief Financial Officer and Secretary and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 7th day of January, 2004.
_______________________________
Catherine McDaniel,
Notary Public
My Commission Expires:
My County of Residence is:
Shelby
(NOTARIAL SEAL)
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 7th day of January, in the year 2004, before me, a Notary Public in and for the County and State aforesaid, personally came Derick Rush and John P. Porzuczek, Authorized Officers of J.P. Morgan Trust Company, National Association, as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said Derick Rush and John P. Porzuczek, being by me severally sworn did depose and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said John P. Porzuczek resides in Hamilton County, Indiana; that said Derick Rush and John P. Porzuczek, are Authorized Officers of said J.P. Morgan Trust Company, National Association, as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 7th day of January, 2004.
________________________________
Notary Public
My Commission Expires:
My County of Residence is:
Hancock
(NOTARIAL SEAL)
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg,
11 South Meridian Street, Indianapolis, IN 46104
INDS01 SWT 633071_4
EXHIBIT A
[COMPLETE FORM I OR FORM II AS APPLICABLE.]
[FORM I]
Certificate of Beneficial Ownership
To: J.P. Morgan Trust Company, National Association
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration OR
[Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR
[Clearstream Banking SA]
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, due 2034 (the "Bonds")
Issued under the Forty-Eighth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
We are the beneficial owner of $_________ principal amount of Bonds issued under the Mortgage and represented by a Temporary Offshore Global Bond (as defined in the Mortgage).
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 Bonds 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.
Very truly yours,
[NAME OF BENEFICIAL OWNER]
By:
Name:
Title:
Address:
Date:
[FORM II]
Certificate of Beneficial Ownership
To: J.P. Morgan Trust Company, National Association
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, due 2034 (the "Bonds")
Issued under the Forty-Eighth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds represented by a Temporary Offshore Global Bond issued under the above- referenced Mortgage, that as of the date hereof, $________ principal amount of Bonds represented by the Temporary Offshore Global Bond 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 Bonds 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 Bond 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 Bond submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.
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:
EXHIBIT B
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 AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL BOND 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 BOND ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE MORTGAGE.
EXHIBIT C
REGULATION S CERTIFICATE
______________, ____
J.P. Morgan Trust Company, National Association
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, due 2034 (the "Bonds")
Issued under the Forty-Eighth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
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 Bonds issued under the Mortgage. We hereby certify as follows:1. The offer and sale of the Bonds 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(h)(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 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 Bonds.
4. The proposed transfer of Bonds 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 Bonds, and the proposed transfer takes place during the Restricted Period (as defined in the Mortgage), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Mortgage), 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 Bonds issued under the Mortgage for an equal principal amount of Bonds to be held by us. We hereby certify as follows:1. At the time the offer and sale of the Bonds 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(h)(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 prearrange the transaction in the United States.
3. The proposed exchange of Bonds 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 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:
EXHIBIT D
RESTRICTED LEGEND
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"' AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (III) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (V) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE), SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) OR (IV) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
EXHIBIT E
RULE 144A CERTIFICATE
______________, ____
J.P. Morgan Trust Company, National Association
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, due 2034 (the "Bonds")
Issued under the Forty-Eighth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds issued under the Mortgage.□
B. Our proposed exchange of $________ principal amount of Bonds issued under the Mortgage for an equal principal amount of Bonds 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 Bonds 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 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:
EXHIBIT F
TEMPORARY OFFSHORE DTC LEGEND
THIS BOND IS A TEMPORARY GLOBAL BOND. 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 CERTIFICATED BONDS OTHER THAN A PERMANENT GLOBAL BOND IN ACCORDANCE WITH THE TERMS OF THE MORTGAGE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.
INDS01 SWT 633071_4
INDIANAPOLIS POWER & LIGHT COMPANY
to
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION Trustee
________________ Fifty-Second Supplemental Indenture ________________
Dated as of September 1, 2006
ESTABLISHING FIRST MORTAGE BONDS, 4.55% Series, Due 2024
|
of
FIFTY-SECOND Supplemental Indenture
of
Indianapolis Power & Light Company
Page
PARTIES 1
RECITALS 1
SECTION 1 Granting clauses 3
Part I Electric Distributing Systems 4
Part II Reserved 4
Part III Indeterminate Permits and Franchises 4
Part IV Other Property 5
General and after-acquired title 5
SECTION 2 Definitions 6
SECTION 3 Designation of Fifty-Second series of bonds and kind and denominations thereof 6
Designation of Company or J.P. Morgan Trust Company, National Association
as paying agent 7
Purpose of bonds 7
Redemption of bonds 7
Exchange of bonds 12
Transfer of bonds 12
Series limited to $40,000,000 13
SECTION 4 Form of fully registered bond 13
Form of Trustee's certificate on bonds 15
SECTION 5 Temporary bonds 18
SECTION 6 Payment of principal and interest; credits 18
SECTION 7 Annual Payments for Maintenance and Improvement Fund 19
SECTION 8 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions 19
SECTION 9 Acceptance of trusts by Trustee and conditions of acceptance 19
SECTION 10 Successors and assigns 20
SECTION 11 Limitation of rights hereunder 20
SECTION 12 Compliance with terms, provisions and conditions of Mortgage 20
SECTION 13 Execution in counterparts 20
TESTIMONIUM 21
SIGNATURES AND SEALS 21
ACKNOWLEDGEMENTS 22
__________
*Table of Contents is not part of the Fifty-Second Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
THIS FIFTY-SECOND SUPPLEMENTAL INDENTURE
, dated as of September 1, 2006, between Indianapolis Power & Light Company, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and J.P. Morgan Trust Company, National Association, as successor in interest to American National Bank And Trust Company Of Chicago, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part;Whereas, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
Whereas, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June l, 1956, as of March 1, 1958, as of October 1, 1960, as of August l, 1964; as of April l, 1966, as of May l, 1967, as of May l, 1968, as of October l, 1970, as of March l, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June l, 1976, as of July 1, 1976, as of August 1, 1977, as of September l, 1978, as of August 1, 1981 (two), as of November l, 1983, as of November l, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August l, 1992, as of April 1, 1993 and as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995, as of August 1, 2001 (four), as of August 1, 2003, as of January 1, 2004, as of April 1, 2005 (two) and as of September 1, 2006;
Whereas, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company; and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
Whereas, the Company has entered into a Loan Agreement, dated as of September 1, 2006 (hereinafter called the Loan Agreement") with the Indiana Finance Authority (the "IFA"), in order to obtain funds for the refunding of the aggregate principal amount of Forty Million Dollars ($40,000,000) of the City of Petersburg, Indiana Pollution Control Refunding Revenue Bonds, Series 1995A (Indianapolis Power & Light Company Project) issued by the City of Petersburg, Indiana pursuant to a related loan agreement, and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Fifty-Second Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and
Whereas, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 4.55% Series, due 2024" (the bonds of said series being hereinafter sometimes referred to as the "2024 Bond"), limited to the aggregate principal amount of Forty Million Dollars ($40,000,000); and
Whereas, all things necessary to make the 2024 Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Fifty-Second Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
Whereas, the execution and delivery by the Company of this Fifty-Second Supplemental Indenture, and the terms of the 2024 Bond, have been duly authorized by the Board of Directors' of the Company by appropriate resolutions of said Board; and
Whereas, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
Whereas, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Fifty-Second Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto;
Now, Therefore, This Indenture Witnesseth that, in consideration of the premises and of the acceptance or purchase of the 2024 Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Fifty-Second Supplemental Indenture, the receipt of which is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Fifty-Second Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May l, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, substations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power; or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
"IFA 2006 Series B Bonds" means the $40,000,000 Indiana Finance Authority Pollution Control Refunding Revenue Bonds, Series 2006B (Indianapolis Power & Light Company Project) issued under and pursuant to the IFA Indenture.
"IFA Indenture" means the Indenture of Trust, dated as of September 1, 2006, by and between the IFA and U.S. Bank National Association, as Trustee, and any indenture supplemental thereto or amendatory thereof, pursuant to which the IFA 2006 Series B Bonds are issued and secured.
"IFA Trustee" means the person, corporation or association acting as trustee at any time under the IFA Indenture.
"Loan Agreement" means the Loan Agreement dated as of September 1, 2006 between the IFA and the Company, and any and all modifications, amendments and supplements thereof.
"Project" means the pollution control facilities comprising the Project as defined in the Loan Agreement.
The 2024 Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
The 2024 Bond will be issued to evidence and secure a loan to the Company by the IFA pursuant to the Loan Agreement of certain funds to be acquired by the IFA through the issuance of the IFA 2006 Series B Bonds, authenticated and delivered under and pursuant to the IFA Indenture. Pursuant to the Loan Agreement, the 2024 Bond shall be issued to the IFA Trustee. All of the proceeds of the IFA 2006 Series B Bonds will be used for the refunding of the aggregate principal amount of Forty Million Dollars ($40,000,000) of the City of Petersburg, Indiana Pollution Control Refunding Revenue Bonds, Series 1995A (Indianapolis Power & Light Company Project).
Upon the notice and in the manner and with the effect provided in this Section 3, the 2024 Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances:
In case of redemption of the 2024 Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (e), (f), (g), (h) or (i) above, the amounts payable upon redemption of the 2024 Bond shall be a sum sufficient, together with other funds deposited with the IFA Trustee and available for such purpose, to pay the principal of (and premium, in the case of redemption pursuant to (f) above), and interest on the IFA 2006 Series B Bonds then outstanding and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through final payment of the IFA 2006 Series B Bonds.
In case of redemption in part pursuant to (e), (f) or (i) above, the amount payable by the Company under this Fifty-Second Supplemental Indenture, the Loan Agreement and the 2024 Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of (and premium in the case of prepayment pursuant to (f) above) and interest on the 2024 Bond so to be redeemed, which sum together with other funds deposited with the IFA Trustee and available for such purpose shall be sufficient to pay the principal of, premium, if any, and interest on the IFA 2006 Series B Bonds and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through such partial prepayment.
The 2024 Bond and the IFA 2006 Series B Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above.
To exercise any of the options granted to redeem the 2024 Bond in whole or in part or to comply with any obligations to redeem the 2024 Bond in whole or in part imposed in this Section 3, the Company shall give written notice of the date of redemption to the IFA Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2024 Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2024 Bond.
At the option of the holder, the 2024 Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations.
The 2024 Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2024 Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Fifty-Second Supplemental Indenture.
The Company shall not be required to transfer or exchange the 2024 Bond for a period of ten (10) days next preceding any interest payment date of said bond.
Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2024 Bond other than for any tax or taxes or other governmental charge required to be paid by the Company.
The 2024 Bond shall be limited to an aggregate principal amount of Forty Million Dollars ($40,000,000) and shall be issued under the provisions of Article VII of the Original Mortgage.
[Form Of Face Of 2024 Bond]
This First Mortgage Bond, 4.55% Series, due 2024 (hereinafter called the "2024 Bond") is not transferable except to a successor trustee under the Indenture of Trust dated as of September 1, 2006, between the Indiana Finance Authority and U.S. Bank National Association, as the Trustee, or to Indianapolis Power & Light Company.
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.55% Series, Due 2024
Due December 1, 2024
No. $
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the "Company"), for value received, hereby promises to pay to U.S. Bank National Association, as the Trustee (hereinafter called the "IFA Trustee") under the Indenture of Trust between the Indiana Finance Authority (the "IFA") and the IFA Trustee, dated as of September 1, 2006 (the "IFA Indenture") or its registered assigns, on December 1, 2024, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, principal in the amount set forth above and premium, if any, in the amounts and on the dates for the payment of principal and premium, if any, specified in the $40,000,000 Indiana Finance Authority Pollution Control Refunding Revenue Bonds, Series 2006B (Indianapolis Power & Light Company Project) issued under and pursuant to the IFA Indenture (the "IFA 2006 Series B Bonds") in lawful money of the United States of America, and interest thereon at the rate of four and 55/100 percent (4.55%) per annum, in like lawful money at said office or agency, on the interest payment dates specified in the IFA 2006 Series B Bonds, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder will be paid to the registered owner of this 2024 Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2024 BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this 2024 Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This 2024 Bond shall not become obligatory until J.P. Morgan Trust Company, National Association, the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
In Witness Whereof, Indianapolis Power & Light Company has caused this 2024 Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
Indianapolis Power & Light Company
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Dated: Attest: By:
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By:
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[Form Of Trustee's Certificate On 2024 Bond]
Trustee's Certificate
This 2024 Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Fifty-Second Supplemental Indenture thereto.
J.P. Morgan Trust Company, National Association, as successor in interest to American National Bank And Trust Company Of Chicago Trustee By: Authorized Signature |
[Form Of Reverse Side Of 2024 Bond]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.55% Series, Due 2024
Due December 1, 2024
This 2024 Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 4.55% Series, due 2024 (herein called the "2024 Bond") limited in aggregate principal amount to Forty Million Dollars ($40,000,000) and established by a Fifty-Second Supplemental Indenture dated as of September 1, 2006, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to J.P. Morgan Trust Company, National Association), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the "Mortgage"), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
This 2024 Bond evidences and secures a loan made by the Indiana Finance Authority (the "IFA") to the Company, pursuant to a Loan Agreement, dated as of September 1, 2006, between the IFA and the Company (the "Loan Agreement"). In order to obtain funds for such loan, the IFA, contemporaneously with the issue of this 2024 Bond, will issue Forty Million Dollars ($40,000,000) principal amount of its Pollution Control Refunding Revenue Bonds, Series 2006B (Indianapolis Power & Light Company Project) (the "IFA 2006 Series B Bonds") under and pursuant to the Indenture of Trust between the IFA and U.S. Bank National Association, as trustee (the "IFA Trustee"), dated as of September 1, 2006 (the "IFA Indenture"). The IFA 2006 Series B Bonds are payable from payments made by the Company of principal of, premium, if any, and interest on this 2024 Bond and from moneys in the Bond Fund created under the IFA Indenture. The obligation of the Company to pay the principal of, premium, if any, and interest on this 2024 Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the IFA 2006 Series B Bonds and are directed by the Company to be applied thereto, all as provided in the Fifty-Second Supplemental Indenture.
This 2024 Bond is subject to redemption in whole or in part at any time on or after December 1, 2016, at the option of the Company, upon at least thirty (30) days prior notice, all as provided in the Fifty-Second Supplemental Indenture, at a price equal to 100% of the principal amount of the 2024 Bond so to be redeemed and accrued interest to the date of redemption.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2024 Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2024 Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Fifty-Second Supplemental Indenture, the principal of, and premium, if any, and interest on this 2024 Bond at the place, at the respective times and at the rate and the manner herein prescribed.
This 2024 Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars.
This 2024 Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2024 Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Fifty-Second Supplemental Indenture.
[End Of 2024 Bond Form]
As the principal of, premium, if any, and interest on the 2024 Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2024 Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2024 Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the IFA Trustee specifying the amount of such payment or credit and the principal amount of the 2024 Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2024 Bond, any such certificate shall be controlling and conclusive.
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security worded hereby, or as to the validity of this Fifty-Second Supplemental Indenture or of the 2024 Bond issued hereunder.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT
COMPANY
By: /s/ Frank P. Marino
(SEAL) FRANK P. MARINO, Vice President and Chief Financial Officer
Attest:
By: /s/ Connie R. Horwitz
Treasurer and Assistant Secretary
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By /s/ Derick Rush
Authorized Officer
Attest: (SEAL)
By: /s/ Perette Davidson
Authorized Officer
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 19th day of September, in the year 2006, before me, a Notary Public in and for the County and State aforesaid, personally came FRANK P. MARINO, Vice President and Chief Financial Officer and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice President and Chief Financial Officer and Treasurer and Assistant Secretary, respectively. Said FRANK P. MARINO and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said FRANK P. MARINO resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said FRANK P. MARINO is Vice President and Chief Financial Officer and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 19th day of September, 2006.
/s/ Lissa J. Adkins
Notary Public
My Commission Expires:
My County of Residence is:
Johnson
(NOTARIAL SEAL)
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 19th day of September, in the year 2006, before me, a Notary Public in and for the County and State aforesaid, personally came Derick Rush and Perette Davidson, Authorized Officers of J.P. Morgan Trust Company, National Association, as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said Derick Rush and Perette Davidson, being by me severally sworn did depose and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said Perette Davidson resides in Hamilton County, Indiana; that said Derick Rush and Perette Davidson, are Authorized Officers of said J.P. Morgan Trust Company, National Association, as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 19th day of September, 2006.
Notary Public
My Commission Expires:
My County of Residence is:
Hancock
(NOTARIAL SEAL)
I affirm, under penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law.
Signed: /s/ Steven W. Thornton
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg LLP,
11 South Meridian Street, Indianapolis, IN 46204
INDS01 SWT 858016v6
_______________________ __________________
INDIANAPOLIS POWER & LIGHT COMPANY
TO
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as successor in interest to
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
Trustee
________
Fifty-Third Supplemental Indenture
________
Dated as of October 1, 2006
ESTABLISHING FIRST MORTGAGE BONDS,
6.05% Series, Due 2036
__________________________________________________________
of
FIFTY-THIRD SUPPLEMENTAL INDENTURE
of
INDIANAPOLIS POWER & LIGHT COMPANY
Page
PARTIES 1
RECITALS 1
SECTION 1 Granting clauses 3
Part I Electric Distributing Systems 3
Part II Reserved 3
Part III Indeterminate Permits and Franchises 4
Part IV Other Property 4
SECTION 2 Definitions 5
SECTION 3 Designation and Authentication of 2036 Bonds 7
SECTION 4 Optional Redemption 9
SECTION 5 Registration, Transfer and Exchange 10
SECTION 6 Restrictions on Transfer and Exchange 13
SECTION 7 Temporary Offshore Global Bond 15
SECTION 8 Form of fully registered bond 15
Form of Trustee's certificate on bonds 16
SECTION 9 Temporary Bonds 21
SECTION 10 Annual Payments for Maintenance and Improvement Fund 21
SECTION 11 Compliance with Section 47 of Original Mortgage with
respect to dividend restrictions 21
-------------------
*Table of Contents is not part of this Fifty-Third Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
Page
SECTION 12 Rule 144A Information Request 21
SECTION 13 Acceptance of trusts by Trustee and conditions of Acceptance 22
SECTION 14 Successors and assigns 22
SECTION 15 Limitation of rights hereunder 22
SECTION 16 Compliance with terms, provisions and conditions of Mortgage 22
SECTION 17 Execution in counterparts 22
SIGNATURES AND SEALS 23
ACKNOWLEDGEMENTS 25
EXHIBITS
EXHIBIT A Certificate of Beneficial Ownership
EXHIBIT B DTC Legend
EXHIBIT C Regulation S Certificate
EXHIBIT D Restricted Legend
EXHIBIT E Rule 144A Certificate
EXHIBIT F Temporary Offshore DTC Legend
THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE, dated as of October 1, 2006, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor in interest to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part;
WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981 (two), as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995, as of August 1, 2001 (four), as of August 1, 2003, as of January 1, 2004, as of April 1, 2005 (two) and as of September 1, 2006 (two); and
WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 6.05% Series, Due 2036" (the bonds of said series being hereinafter sometimes referred to as the "2036 Bonds"), limited to the aggregate principal amount of One Hundred Fifty-Eight Million Eight Hundred Thousand Dollars ($158,800,000); and
WHEREAS, all things necessary to make the 2036 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Fifty-Third Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
WHEREAS, the execution and delivery by the Company of this Fifty-Third Supplemental Indenture, and the terms of the 2036 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and
WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Fifty-Third Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereof;
NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2036 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Fifty-Third Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Fifty-Third Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to excepted encumbrances as defined in the Mortgage), unto said The Bank of New York Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana:
PART I.
ELECTRIC DISTRIBUTING SYSTEMS.
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
PART II.
[Reserved]
PART III.
INDETERMINATE PERMITS AND FRANCHISES.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV.
OTHER PROPERTY.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
SECTION 2. Capitalized terms not otherwise defined in this Fifty-Third Supplemental Indenture shall have the following meanings:
"Agent Member" means a member of, or a participant in, the Depositary.
"Certificate of Beneficial Ownership" means a certificate substantially in the form of Exhibit A.
"Certificated Bond" means a 2036 Bond in registered individual form without interest coupons.
"Clearstream" means Clearstream Banking SA and its successors.
"Depositary" means the depositary of each Global Bond, which will initially be DTC.
"DTC" means The Depository Trust Company, a New York Corporation, and its successors.
"DTC Legend" means the legend set forth in Exhibit B.
"Euroclear" means Euroclear Bank S.A./N.V., and its successors and assigns, as operator of the Euroclear System.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Global Bond" means a 2036 Bond in registered global form without interest coupons.
"Initial Purchasers" means the initial purchasers party to a purchase agreement with the Company relating to the sale of the 2036 Bonds by the Company.
"Officer's 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 Bond" means a Global Bond representing 2036 Bonds issued and sold pursuant to Regulation S.
"Permanent Offshore Global Bond" means an Offshore Global Bond that does not bear the Temporary Offshore DTC Legend.
"Regulation S" means Regulations S under the Securities Act.
"Regulation S Certificate" means a certificate substantially in the form of Exhibit C hereto.
"Restricted Period" means the relevant 40-day distribution compliance period as defined in Regulation S.
"Restricted Legend" means the legend set forth in Exhibit D.
"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 2036 Bond (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.
"Securities Act" means the Securities Act of 1933, as amended.
"Temporary Offshore Global Bond" means an Offshore Global Bond that bears the Temporary Offshore DTC Legend.
"Temporary Offshore DTC Legend" means the legend set forth in Exhibit F.
"U.S. Global Bond" means a Global Bond that bears the Restricted Legend representing 2036 Bonds issued and sold pursuant to Rule 144A.
SECTION 3. (a) There shall be and is hereby established a series of bonds, limited in aggregate principal amount to One Hundred Fifty-Eight Million Eight Hundred Thousand Dollars ($158,800,000) to be issued under and secured by the Mortgage, to be designated ``6.05% Series, Due 2036'', each of which shall also bear the descriptive title ``First Mortgage Bonds''; said 2036 Bonds shall mature on October 1, 2036, and shall be issued only as fully registered bonds without coupons in the denomination of one thousand dollars and any larger denomination which is a whole multiple of one thousand dollars; said 2036 Bonds shall accrue interest from and including the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the 2036 Bonds through but excluding the date on which interest is paid, at the rate per annum designated in the title thereof; interest shall be payable in arrears semi-annually, on October 1 and April 1 of each year commencing April 1, 2007, or if such day shall be a legal holiday or a day on which banking institutions are authorized by law to close in the City of Chicago, Illinois, the day next succeeding such day which shall not be a legal holiday or a day on which such institutions are authorized to close; and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. The person in whose name any such 2036 Bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such 2036 Bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or on behalf of the Company by notice mailed to the holders of the 2036 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date.
(b) The Bank of New York Trust Company, N.A. is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2036 Bonds. All reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2036 Bonds shall be to The Bank of New York Trust Company, N.A.. In the event of the resignation or inability to act of The Bank of New York Trust Company, N.A., then a successor paying agent for all such purposes shall be appointed by the Board of Directors of the Company. The Bank of New York Trust Company, N.A. is hereby designated and appointed the office and agency of the Company for the registration, transfer and exchange of such bonds. All reference herein to the office or agency of the Company for the registration, transfer or exchange of the 2036 Bonds shall be to The Bank of New York Trust Company, N.A.. In the event of the resignation or inability to act of The Bank of New York Trust Company, N.A., then a successor agent for the registration, transfer and exchange of the 2036 Bonds shall be appointed by the Board of Directors of the Company.
(c) The 2036 Bonds shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
(d) The 2036 Bonds shall be limited to an aggregate principal amount of One Hundred Fifty-Eight Million Eight Hundred Thousand Dollars ($158,800,000) and shall be issued under the provisions of Article VII of the Original Mortgage.
(e) (1) Except as otherwise provided in paragraph (f), Section 6 (b)(3) or (c), or Section 5(b)(4), each 2036 Bond (other than a Permanent Offshore Bond) will bear the Restricted Legend.
(2) Each Global Bond will bear the DTC Legend.
(3) Each Temporary Offshore Global Bond will bear the Temporary Offshore DTC Legend.
(4) 2036 Bonds initially offered and sold in reliance on Regulation S will be issued as provided in Section 7(a).
(f) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a 2036 Bond is eligible for resale pursuant to Rule 144 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 2036 Bond (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Trustee to cancel such 2036 Bond and issue to the holder thereof (or to its transferee) a new 2036 Bond 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.
(g) By its acceptance of any 2036 Bond bearing the Restricted Legend (or any beneficial interest in such a 2036 Bond), each holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such 2036 Bond (and any such beneficial interest) set forth in this Fifty-Third Supplemental Indenture and in the Restricted Legend and agrees that it will transfer such 2036 Bond (and any such beneficial interest) only in accordance with the Mortgage, as supplemented by this Fifty-Third Supplemental Indenture, and such legend.
(h) A 2036 Bond will not be valid until the Trustee manually signs the certificate of authentication on the 2036 Bond, with the signature conclusive evidence that the 2036 Bond has been authenticated under this Fifty-Third Supplemental Indenture.
(i) At any time and from time to time after the execution and delivery of this Fifty-Third Supplemental Indenture, the Company may deliver 2036 Bonds executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver 2036 Bonds for original issue in the aggregate principal amount not to exceed One Hundred Fifty-Eight Million Eight Hundred Thousand Dollars ($158,800,000).
SECTION 4. Except as provided in this Section 4, the 2036 Bonds shall not be redeemable.
Upon the notice and in the manner and with the effect provided in the Mortgage and in this Section 4, the 2036 Bonds shall be redeemable by the Company prior to the maturity thereof out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 2036 Bonds as to be redeemed and accrued interest to the date of redemption.
Upon the notice and in the manner and with the effect provided in this Section 4, the 2036 Bonds shall be redeemable prior to the maturity thereof, as a whole or in part at any time, at the option of the Company, at a redemption price, together with accrued interest to the date of redemption, equal to the greater of (i) 100% of the principal amount of the 2036 Bonds being redeemed; and (ii) the sum of the present values of the principal amount of the 2036 Bonds to be redeemed and the remaining scheduled payments of interest on the 2036 Bonds from the redemption date to October 1, 2036, discounted from their respective scheduled payment dates to the redemption date semi-annually, assuming a 360-day year consisting of twelve 30-day months at a discount rate equal to the Treasury Yield plus twenty (20) basis points.
"Treasury Yield" means, with respect to any redemption date, the annual rate equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue expressed as a percentage of its principal amount equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States treasury security selected by an independent investment banker as having a maturity comparable to the remaining term of the 2036 Bonds to be redeemed that would be utilized, 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 the 2036 Bonds.
"Comparable Treasury Price" means, with respect to any date of redemption, (i) 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, as set forth in the daily statistical release published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities," or (ii) if this release is not published or does not contain such prices on the business day in question, the Reference Treasury Dealer Quotation for the redemption date.
"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer and redemption date, 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 the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date.
"Reference Treasury Dealer" means a primary United States government securities dealer in New York City appointed by the Company and reasonably acceptable to the Trustee.
The notice required for the redemption of the 2036 Bonds shall be as provided in Section 59 of the Mortgage.
If fewer than all the 2036 Bonds are to be redeemed, selection of 2036 Bonds for redemption will be made by the Trustee in the manner specified in the Mortgage.
Unless the Company defaults in payment of the redemption price, from and after the date of redemption, the 2036 Bonds or portions thereof called for redemption will cease to bear interest, and the holders of the 2036 Bonds will have no right in respect of the 2036 Bonds except the right to receive the redemption price.
No sinking fund is provided for the 2036 Bonds.
SECTION 5. (a) The 2036 Bonds will be issued in registered form only, without coupons, and except under the circumstances described in subsection (b)(2) or (b)(4) of this Section 5, the 2036 Bonds will be issued in global form only. The Company shall cause the agent for the registration, transfer and exchange named in Section 3(b) (the "Transfer Agent") to maintain a register (the "Register") of the 2036 Bonds, for registering the record ownership of 2036 Bonds by the holders thereof and transfers and exchanges of 2036 Bonds.
(b) (1) Each Global Bond will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereon will bear the DTC Legend.
(2) Each Global Bond will be delivered to the Transfer Agent as custodian for the Depositary. Transfers of a Global Bond (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 (i) as set forth in Section 5(b)(4) and (ii) transfers of portions thereof in the form of Certificated Bonds may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Transfer Agent by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 6.
(3) Agent Members will have no rights under the Mortgage or this Fifty- Third Supplemental Indenture with respect to any Global Bond 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 Bond 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 Bond through an Agent Member) to take any action which a holder is entitled to take under the Mortgage or this Fifty-Third Supplemental Indenture or the 2036 Bonds, 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 Bond and a successor depositary is not appointed by the Company within 90 days of the notice, or (y) a completed default (as defined in the Mortgage) has occurred and is continuing and the Transfer Agent has received a request from the Depositary, or (z) the Company determines that the 2036 Bonds will no longer be represented by Global Bonds, the Transfer Agent will promptly exchange each beneficial interest in each Global Bond for one or more Certificated Bonds 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 Transfer Agent by the Depositary, and thereupon each Global Bond will be deemed canceled. If a Global Bond does not bear the Restricted Legend, then the Certificated Bonds issued in exchange therefor will not bear the Restricted Legend. If a Global Bond bears the Restricted Legend, then the Certificated Bonds issued in exchange therefor will bear the Restricted Legend, provided that any holder of any such Certificated Bond issued in exchange for a beneficial interest in a Temporary Offshore Global Bond will have the right upon presentation to the Transfer Agent of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Bond for a Certificated Bond of like tenor and amount that does not bear the Restricted Legend, registered in the name of such holder.
(c) A holder may transfer a 2036 Bond (or a beneficial interest therein) to another person or exchange a 2036 Bond (or a beneficial interest therein) for another 2036 Bond or 2036 Bonds of any authorized denomination by presenting to the Transfer Agent 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 6. The Transfer Agent will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Transfer Agent for the purpose; provided that
(x) no transfer or exchange will be effective until it is registered in the Register and
(y) the Transfer Agent will not be required (i) to issue, register the transfer of or exchange any 2036 Bond for a period of ten (10) days before any interest payment date of such bonds, (ii) to issue, register the transfer of or exchange any 2036 Bond for a period of fifteen (15) days before a selection of 2036 Bonds to be redeemed or purchased, (iii) to register the transfer of or exchange any 2036 Bond 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 2036 Bond not being redeemed or purchased, or (iv) if a redemption or a purchase is to occur after a record date but on or before the corresponding interest payment date, to register the transfer of or exchange any 2036 Bond on or after the 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 2036 Bond is registered as the owner and holder thereof for all purposes (whether or not the 2036 Bond is overdue), and will not be affected by notice to the contrary.
(d) From time to time the Company will execute and the Trustee will authenticate additional 2036 Bonds as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.
(e) No service charge will be imposed in connection with any transfer or exchange of any 2036 Bond, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).
(f) (1) If a beneficial interest in a Global Bond is transferred or exchanged for a beneficial interest in another Global Bond, the Transfer Agent will (x) record a decrease in the principal amount of the Global Bond 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 Bond. Any beneficial interest in one Global Bond that is transferred to a person who takes delivery in the form of an interest in another Global Bond, or exchanged for an interest in another Global Bond of the same series, will, upon transfer or exchange, cease to be an interest in such Global Bond and become an interest in the other Global Bond 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 Bond for as long as it remains such an interest.
(2) If a Certificated Bond is transferred or exchanged for another Certificated Bond, the Transfer Agent will (x) cancel the Certificated Bond being transferred or exchanged, (y) deliver one or more new Certificated Bonds 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 Bond (in the case of an exchange), registered in the name of such transferee or holder, as applicable, and (if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Bond) deliver to the holder thereof one or more Certificated Bonds in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Bond, registered in the name of the holder thereof.
SECTION 6. (a) The transfer or exchange of any 2036 Bond (or a beneficial interest therein) may only be made in accordance with this Section and Section 5 and, in the case of a Global Bond (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Transfer Agent 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 2036 Bond (or a beneficial interest therein) of the type set forth in column A below for a 2036 Bond (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.
A |
B |
C |
U.S. Global Bond U.S. Global Bond U.S. Global Bond Certificated Bond Certificated Bond Certificated Bond Offshore Global Bond Offshore Global Bond Offshore Global Bond |
U.S. Global Bond Offshore Global Bond Certificated Bond Certificated Bond U.S. Global Bond Offshore Global Bond U.S. Global Bond Offshore Global Bond Certificated Bond |
(1) (2) (3) (3) (4) (2) (4) (1) (3) |
(1) No certification is required.
(2) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Regulation S Certificate.
(3) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or (z) 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 2036 Bond 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 Transfer Agent or (ii) a 2036 Bond that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Transfer Agent will deliver a Certificated Bond that does not bear the Restricted Legend.
(4) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Rule 144A Certificate.
(c) No certification is required in connection with any transfer or exchange of any 2036 Bond (or a beneficial interest therein)
(1) after such 2036 Bond is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision); provided that the Company has provided the Transfer Agent 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) sold pursuant to an effective registration statement.
Any Certificated Bond delivered in reliance upon this paragraph will not bear the Restricted Legend.
(d) The Transfer Agent will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a 2036 Bond (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 Transfer Agent.
SECTION 7. (a) Each 2036 Bond originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Bonds that bear the Temporary Offshore DTC Legend.
(b) An owner of a beneficial interest in a Temporary Offshore Global Bond (or a person acting on behalf of such an owner) may provide to the Transfer Agent (and the Transfer Agent will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Transfer Agent 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 Transfer Agent will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Bond, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Bond by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Bond by the amount of such beneficial interest.
(c) Notwithstanding anything to the contrary contained herein, beneficial interests in a Temporary Offshore Global Bond may be held through the Depositary only through Euroclear and Clearstream and their respective direct and indirect participants.
SECTION 8. The 2036 Bonds, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively:
[FORM OF FACE OF 2036 BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, 6.05% Series, Due 2036
Due October 1, 2036
No. ___ $___________
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the ``Company''), for value received, hereby promises to pay or registered assigns, on October 1, 2036, at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, ________________________ Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from and including the most recent date to which interest has been paid, or if no interest has been paid from October 6, 2006, through but excluding the date on which interest is paid, at the rate of six and five one-hundreths percent (6.05%) per annum in like lawful money at said office or agency on October 1 and April 1 in each year commencing April 1, 2007, or if such day shall be a legal holiday or a day on which banking institutions are authorized by law to close in the City of Chicago, Illinois, the day next succeeding such day which shall not be a legal holiday or a day on which such institutions are authorized to close, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on October 1 or April 1 will, subject to the exception provided in Section 3 of the Fifty-Third Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This bond shall not become obligatory until The Bank of New York Trust Company, N.A., the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY has caused this bond to be signed in its name by its President or one of its Vice Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
INDIANAPOLIS POWER & LIGHT COMPANY
Dated_______________ By_______________________________
Attest:
By_____________________________
[FORM OF TRUSTEE'S CERTIFICATE ON BONDS]
Trustee's Certificate
This 2036 Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Fifty-Third Supplemental Indenture thereto.
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
AS SUCCESSOR IN INTEREST TO
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
Trustee
By________________________________
Authorized Signature
[FORM OF REVERSE SIDE OF BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 6.05% Series, Due 2036
Due October 1, 2036
This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 6.05% Series, Due 2036 (herein called the ``2036 Bonds'') limited in aggregate principal amount to One Hundred Fifty-Eight Million Eight Hundred Thousand Dollars ($158,800,000) and established by a Fifty-Third Supplemental Indenture dated as of October 1, 2006, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to The Bank of New York Trust Company, N.A.), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the ``Mortgage''), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
The 2036 Bonds are subject to redemption as provided in Section 4 of the Fifty-Third Supplemental Indenture, to which reference is made for full description of redemption provisions and prices.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2036 Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2036 Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Fifty-Third Supplemental Indenture, the principal of, and premium, if any, and interest on this 2036 Bonds at the place, at the respective times and at the rate and the manner herein prescribed.
This 2036 Bond is issuable only in full registered form without coupons in denominations of One Thousand Dollars ($1,000) and any larger denomination which is a whole multiple of One Thousand Dollars ($1,000).
The 2036 Bonds shall be transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company for such purpose in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2036 Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Fifty-Third Supplemental Indenture.
Upon redemption of this 2036 Bond in part and surrender thereof at the office or agency of the Company for such purpose in the City of Chicago, Illinois, for exchange, the Trustee shall authenticate and deliver a new registered 2036 Bond in an authorized denomination and principal amount equal to the reduced principal amount due on that series after such partial redemption.
[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 bond and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said bond on the books of the Company with full power of substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]
In connection with any transfer of this bond the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
Check One
□
(1) This bond 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 Fifty-Third Supplemental Indenture is being furnished herewith.□
(2) This bond 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 C to the Fifty-Third Supplemental Indenture is being furnished herewith.or
□
(3) This bond 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 bond and the Fifty-Third Supplemental Indenture.If none of the foregoing boxes is checked, the Trustee is not obligated to register this bond 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 Fifty-Third Supplemental 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.
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 transfer agent, 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 transfer agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
[END OF 2036 BOND FORM]
SECTION 9. Until the 2036 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2036 Bonds in temporary form, as provided in Section 15 of the Original Mortgage.
SECTION 10. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2036 Bonds, and the Company reserves the right, without any consent of, or other action by, the holder of the 2036 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2036 Bonds the holder thereof waives any right or privilege so to consent or take any other action with respect thereto.
SECTION 11. The Company covenants that, so long as any of the 2036 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock.
SECTION 12. The Company shall furnish to the holders or beneficial holders of the 2036 Bonds and prospective purchasers, upon their request, the information required under Rule 144A(d)(4) under the Securities Act until such time as such 2036 Bonds are no longer "restricted securities" within the meaning of Rule 144 under the Securities Act, assuming these 2036 Bonds have not been owned by the Company or an affiliate of the Company.
SECTION 13. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions:
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Fifty-Third Supplemental Indenture or of the 2036 Bonds issued hereunder.
SECTION 14. Whenever in this Fifty-Third Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Fifty-Third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 15. Nothing in this Fifty-Third Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Fifty-Third Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Fifty-Third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 16. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2036 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Fifty-Third Supplemental Indenture.
SECTION 17. This Fifty-Third Supplemental Indenture is dated as of October 1, 2006, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
(signature pages to follow)
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and THE BANK OF NEW YORK TRUST COMPANY, N.A., AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT
COMPANY
By /s/ Frank P. Marino
(SEAL) FRANK P. MARINO,
Vice President and Chief Financial Officer
Attest:
By: /s/ Connie R. Horwitz
Treasurer and Assistant Secretary
THE BANK OF NEW YORK TRUST COMPANY, N.A., AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By/s/ Daryl F. Mergenthal
Authorized Officer
Attest: (SEAL)
By:/s/ James E. Schultz
Authorized Officer
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 3rd day of October, in the year 2006, before me, a Notary Public in and for the County and State aforesaid, personally came FRANK P. MARINO, Vice President and Chief Financial Officer and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Vice President and Chief Financial Officer and Treasurer and Assistant Secretary, respectively. Said FRANK P. MARINO and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said FRANK P. MARINO resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said FRANK P. MARINO is Vice President and Chief Financial Officer and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his or her name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his or her free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of October, 2006.
Notary Public
My Commission Expires:
My County of Residence is:
Marion
(NOTARIAL SEAL)
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 3rd day of October, in the year 2006, before me, a Notary Public in and for the County and State aforesaid, personally came Daryl F. Mergenthal and James E. Schultz, Authorized Officers of The Bank of New York Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said Daryl F. Mergenthal and James E. Schultz, being by me severally sworn did depose and say that the said Daryl F. Mergenthal resides in Marion County, Indiana, and that the said James E. Schultz resides in Marion County, Indiana; that said Daryl F. Mergenthal and James E. Schultz, are Authorized Officers of said The Bank of New York Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his or her name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his or her free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of October, 2006.
/s/ Gina L. Seller
Notary Public
My Commission Expires:
My County of Residence is:
Marion
(NOTARIAL SEAL)
I affirm, under penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law.
Signed:/s/ Steven W. Thornton
Steven W. Thornton
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg LLP,
11 South Meridian Street, Indianapolis, IN 46204
EXHIBIT A
[COMPLETE FORM I OR FORM II AS APPLICABLE.]
[FORM I]
Certificate of Beneficial Ownership
To: The Bank of New York Trust Company, N.A.
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration OR
[Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR
[Clearstream Banking SA]
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.05% Series, Due 2036 (the "Bonds")
Issued under the Fifty-Third Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
We are the beneficial owner of $_________ principal amount of Bonds issued under the Mortgage and represented by a Temporary Offshore Global Bond (as defined in the Mortgage).
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 Bonds 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.
Very truly yours,
[NAME OF BENEFICIAL OWNER]
By:
Name:
Title:
Address:
Date:
[FORM II]
Certificate of Beneficial Ownership
To: The Bank of New York Trust Company, N.A.
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.05% Series, Due 2036 (the "Bonds")
Issued under the Fifty-Third Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds represented by a Temporary Offshore Global Bond issued under the above- referenced Mortgage, that as of the date hereof, $________ principal amount of Bonds represented by the Temporary Offshore Global Bond 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 Bonds 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 Bond 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 Bond submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.
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:
EXHIBIT B
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 AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL BOND 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 BOND ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE MORTGAGE.
EXHIBIT C
REGULATION S CERTIFICATE
______________, ____
The Bank of New York Trust Company, N.A.
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.05% Series, Due 2036 (the "Bonds")
Issued under the Fifty-Third Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
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 Bonds issued under the Mortgage. We hereby certify as follows:1. The offer and sale of the Bonds 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(h)(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 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 Bonds.
4. The proposed transfer of Bonds 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 Bonds, and the proposed transfer takes place during the Restricted Period (as defined in the Mortgage), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Mortgage), 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 Bonds issued under the Mortgage for an equal principal amount of Bonds to be held by us. We hereby certify as follows:1. At the time the offer and sale of the Bonds 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(h)(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 prearrange the transaction in the United States.
3. The proposed exchange of Bonds 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 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:
EXHIBIT D
RESTRICTED LEGEND
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"` AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (III) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (V) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE), SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) OR (IV) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
EXHIBIT E
RULE 144A CERTIFICATE
______________, ____
The Bank of New York Trust Company, N.A.
Global Trust Services
111 Monument Circle
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.05% Series, Due 2036 (the "Bonds")
Issued under the Fifty-Third Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds issued under the Mortgage.□
B. Our proposed exchange of $________ principal amount of Bonds issued under the Mortgage for an equal principal amount of Bonds 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 ___________, 20__, 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 Bonds 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 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:
EXHIBIT F
TEMPORARY OFFSHORE DTC LEGEND
THIS BOND IS A TEMPORARY GLOBAL BOND. 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 CERTIFICATED BONDS OTHER THAN A PERMANENT GLOBAL BOND IN ACCORDANCE WITH THE TERMS OF THE MORTGAGE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.
INDS01 SWT 882707v5Exhibit 4.9
INDIANAPOLIS POWER & LIGHT COMPANY
TO
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as successor in interest to
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
Trustee
________
Fifty-Fourth Supplemental Indenture
________
Dated as of June 1, 2007
ESTABLISHING FIRST MORTGAGE BONDS,
6.60% Series, Due 2037
of
FIFTY-FOURTH SUPPLEMENTAL INDENTURE
of
INDIANAPOLIS POWER & LIGHT COMPANY
Page
PARTIES.......................................................................................................1
RECITALS....................................................................................................1
SECTION 1 Granting clauses......................................................................3
Part I Electric Distributing Systems..........................................3
Part II Reserved.....................................................................3
Part III Indeterminate Permits and Franchises..........................4
Part IV Other Property...........................................................4
SECTION 2 Definitions.................................................................................5
SECTION 3 Designation and Authentication of 2037 Bonds...........................7
SECTION 4 Optional Redemption.................................................................9
SECTION 5 Registration, Transfer and Exchange.........................................10
SECTION 6 Restrictions on Transfer and Exchange.....................................13
SECTION 7 Temporary Offshore Global Bond............................................15
SECTION 8 Form of fully registered bond...................................................15
Form of Trustee's certificate on bonds..........................................................16
SECTION 9 Temporary Bonds...................................................................21
SECTION 10 Annual Payments for Maintenance and Improvement Fund.....21
SECTION 11 Compliance with Section 47 of Original Mortgage with
respect to dividend restrictions.................................................21
-------------------
*Table of Contents is not part of this Fifty-Fourth Supplemental Indenture and should not be considered such. It is included herein only for purposes of convenient reference.
Page
SECTION 12 Rule 144A Information Request....................................................21
SECTION 13 Acceptance of trusts by Trustee and conditions of Acceptance...22
SECTION 14 Successors and assigns.................................................................22
SECTION 15 Limitation of rights hereunder........................................................22
SECTION 16 Compliance with terms, provisions and conditions of Mortgage.....22
SECTION 17 Execution in counterparts..............................................................22
SIGNATURES AND SEALS............................................................................23
ACKNOWLEDGEMENTS...............................................................................25
EXHIBITS
EXHIBIT A Certificate of Beneficial Ownership
EXHIBIT B DTC Legend
EXHIBIT C Regulation S Certificate
EXHIBIT D Restricted Legend
EXHIBIT E Rule 144A Certificate
EXHIBIT F Temporary Offshore DTC Legend
THIS FIFTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2007, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the "Company," party of the first part, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor in interest to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the "Trustee," party of the second part;
WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the "Original Mortgage" when referred to as existing prior to any supplement thereto or modification thereof, and the "Mortgage" when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June 1, 1956, as of March 1, 1958, as of October 1, 1960, as of August 1, 1964, as of April 1, 1966, as of May 1, 1967, as of May 1, 1968, as of October 1, 1970, as of March 1, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June 1, 1976, as of July 1, 1976, as of August 1, 1977, as of September 1, 1978, as of August 1, 1981 (two), as of November 1, 1983, as of November 1, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August 1, 1992, as of April 1, 1993, as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 15, 1995, as of October 1, 1995, as of August 1, 2001 (four), as of August 1, 2003, as of January 1, 2004, as of April 1, 2005 (two), as of September 1, 2006 (two) and as of October 1, 2006; and
WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company, and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its "First Mortgage Bonds, 6.60% Series, Due 2037" (the bonds of said series being hereinafter sometimes referred to as the "2037 Bonds"), limited to the aggregate principal amount of One Hundred Sixty-Five Million Dollars ($165,000,000); and
WHEREAS, all things necessary to make the 2037 Bonds hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Fifty-Fourth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
WHEREAS, the execution and delivery by the Company of this Fifty-Fourth Supplemental Indenture, and the terms of the 2037 Bonds, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and
WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Fifty-Fourth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereof;
NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2037 Bonds by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Fifty-Fourth Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Fifty-Fourth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to excepted encumbrances as defined in the Mortgage), unto said The Bank of New York Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana:
PART I.
ELECTRIC DISTRIBUTING SYSTEMS.
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
PART II.
[Reserved]
PART III.
INDETERMINATE PERMITS AND FRANCHISES.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May 1, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV.
OTHER PROPERTY.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, power plants, hot water plants, sub-stations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, and power, or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
Together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
SECTION 2. Capitalized terms not otherwise defined in this Fifty-Fourth Supplemental Indenture shall have the following meanings:
"Agent Member" means a member of, or a participant in, the Depositary.
"Certificate of Beneficial Ownership" means a certificate substantially in the form of Exhibit A.
"Certificated Bond" means a 2037 Bond in registered individual form without interest coupons.
"Clearstream" means Clearstream Banking SA and its successors.
"Depositary" means the depositary of each Global Bond, which will initially be DTC.
"DTC" means The Depository Trust Company, a New York Corporation, and its successors.
"DTC Legend" means the legend set forth in Exhibit B.
"Euroclear" means Euroclear Bank S.A./N.V., and its successors and assigns, as operator of the Euroclear System.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Global Bond" means a 2037 Bond in registered global form without interest coupons.
"Initial Purchasers" means the initial purchasers party to a purchase agreement with the Company relating to the sale of the 2037 Bonds by the Company.
"Officer's 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 senior vice president or vice president and (ii) by the chief financial officer, the treasurer or any assistant treasurer or the secretary or any assistant secretary.
"Offshore Global Bond" means a Global Bond representing 2037 Bonds issued and sold pursuant to Regulation S.
"Permanent Offshore Global Bond" means an Offshore Global Bond that does not bear the Temporary Offshore DTC Legend.
"Regulation S" means Regulations S under the Securities Act.
"Regulation S Certificate" means a certificate substantially in the form of Exhibit C hereto.
"Restricted Period" means the relevant 40-day distribution compliance period as defined in Regulation S.
"Restricted Legend" means the legend set forth in Exhibit D.
"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 2037 Bond (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.
"Securities Act" means the Securities Act of 1933, as amended.
"Temporary Offshore Global Bond" means an Offshore Global Bond that bears the Temporary Offshore DTC Legend.
"Temporary Offshore DTC Legend" means the legend set forth in Exhibit F.
"U.S. Global Bond" means a Global Bond that bears the Restricted Legend representing 2037 Bonds issued and sold pursuant to Rule 144A.
SECTION 3. (a) There shall be and is hereby established a series of bonds, limited in aggregate principal amount to One Hundred Sixty-Five Million Dollars ($165,000,000) to be issued under and secured by the Mortgage, to be designated ``6.60% Series, Due 2037'', each of which shall also bear the descriptive title ``First Mortgage Bonds''; said 2037 Bonds shall mature on June 1, 2037, and shall be issued only as fully registered bonds without coupons in the denomination of two thousand dollars and any larger denomination which is a whole multiple of one thousand dollars; said 2037 Bonds shall accrue interest from and including the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the 2037 Bonds through but excluding the date on which interest is paid, at the rate per annum designated in the title thereof; interest shall be payable in arrears semi-annually, on June 1 and December 1 of each year commencing December 1, 2007, or if such day shall be a legal holiday or a day on which banking institutions are authorized by law to close in the City of Chicago, Illinois, the day next succeeding such day which shall not be a legal holiday or a day on which such institutions are authorized to close; and the principal of, premium, if any, and interest on said bond shall be payable in lawful money of the United States of America at the office or agency of the Company in the City of Chicago, Illinois. The person in whose name any such 2037 Bond is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such 2037 Bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date with respect to payment of interest in default may be established by or on behalf of the Company by notice mailed to the holders of the 2037 Bonds not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment date shall mean the tenth day next preceding such interest payment date.
(b) The Bank of New York Trust Company, N.A. is hereby designated and appointed the office and agency of the Company for the payment of the principal of, premium, if any, and interest on the 2037 Bonds. All reference herein to the office or agency of the Company for the payment of the principal of, premium, if any, and interest on the 2037 Bonds shall be to The Bank of New York Trust Company, N.A.. In the event of the resignation or inability to act of The Bank of New York Trust Company, N.A., then a successor paying agent for all such purposes shall be appointed by the Board of Directors of the Company. The Bank of New York Trust Company, N.A. is hereby designated and appointed the office and agency of the Company for the registration, transfer and exchange of such bonds. All reference herein to the office or agency of the Company for the registration, transfer or exchange of the 2037 Bonds shall be to The Bank of New York Trust Company, N.A.. In the event of the resignation or inability to act of The Bank of New York Trust Company, N.A., then a successor agent for the registration, transfer and exchange of the 2037 Bonds shall be appointed by the Board of Directors of the Company.
(c) The 2037 Bonds shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
(d) The 2037 Bonds shall be limited to an aggregate principal amount of One Hundred Sixty-Five Million Dollars ($165,000,000) and shall be issued under the provisions of Article VI of the Original Mortgage.
(e) (1) Except as otherwise provided in paragraph (f), Section 6 (b)(3) or (c), or Section 5(b)(4), each 2037 Bond (other than a Permanent Offshore Bond) will bear the Restricted Legend.
(2) Each Global Bond will bear the DTC Legend.
(3) Each Temporary Offshore Global Bond will bear the Temporary Offshore DTC Legend.
(4) 2037 Bonds initially offered and sold in reliance on Regulation S will be issued as provided in Section 7(a).
(f) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a 2037 Bond is eligible for resale pursuant to Rule 144 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 2037 Bond (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Trustee to cancel such 2037 Bond and issue to the holder thereof (or to its transferee) a new 2037 Bond 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.
(g) By its acceptance of any 2037 Bond bearing the Restricted Legend (or any beneficial interest in such a 2037 Bond), each holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such 2037 Bond (and any such beneficial interest) set forth in this Fifty-Fourth Supplemental Indenture and in the Restricted Legend and agrees that it will transfer such 2037 Bond (and any such beneficial interest) only in accordance with the Mortgage, as supplemented by this Fifty-Fourth Supplemental Indenture, and such legend.
(h) A 2037 Bond will not be valid until the Trustee manually signs the certificate of authentication on the 2037 Bond, with the signature conclusive evidence that the 2037 Bond has been authenticated under this Fifty-Fourth Supplemental Indenture.
(i) At any time and from time to time after the execution and delivery of this Fifty-Fourth Supplemental Indenture, the Company may deliver 2037 Bonds executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver 2037 Bonds for original issue in the aggregate principal amount not to exceed One Hundred Sixty-Five Million Dollars ($165,000,000).
SECTION 4. Except as provided in this Section 4, the 2037 Bonds shall not be redeemable.
Upon the notice and in the manner and with the effect provided in the Mortgage and in this Section 4, the 2037 Bonds shall be redeemable by the Company prior to the maturity thereof out of monies deposited with the Trustee representing the proceeds of mortgaged and pledged property taken by the exercise of the power of eminent domain or otherwise as provided in paragraph B of Section 69 of the Mortgage, at the principal amount of the 2037 Bonds as to be redeemed and accrued interest to the date of redemption.
Upon the notice and in the manner and with the effect provided in this Section 4, the 2037 Bonds shall be redeemable prior to the maturity thereof, as a whole or in part at any time, at the option of the Company, at a redemption price, together with accrued interest to the date of redemption, equal to the greater of (i) 100% of the principal amount of the 2037 Bonds being redeemed; and (ii) the sum of the present values of the principal amount of the 2037 Bonds to be redeemed and the remaining scheduled payments of interest on the 2037 Bonds from the redemption date to June 1, 2037, discounted from their respective scheduled payment dates to the redemption date semi-annually, assuming a 360-day year consisting of twelve 30-day months at a discount rate equal to the Treasury Yield plus twenty (20) basis points.
"Treasury Yield" means, with respect to any redemption date, the annual rate equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue expressed as a percentage of its principal amount equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States treasury security selected by an independent investment banker as having a maturity comparable to the remaining term of the 2037 Bonds to be redeemed that would be utilized, 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 the 2037 Bonds.
"Comparable Treasury Price" means, with respect to any date of redemption, (i) 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, as set forth in the daily statistical release published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities," or (ii) if this release is not published or does not contain such prices on the business day in question, the Reference Treasury Dealer Quotation for the redemption date.
"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer and redemption date, 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 the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date.
"Reference Treasury Dealer" means a primary United States government securities dealer in New York City appointed by the Company and reasonably acceptable to the Trustee.
The notice required for the redemption of the 2037 Bonds shall be as provided in Section 59 of the Mortgage.
If fewer than all the 2037 Bonds are to be redeemed, selection of 2037 Bonds for redemption will be made by the Trustee in the manner specified in the Mortgage.
Unless the Company defaults in payment of the redemption price, from and after the date of redemption, the 2037 Bonds or portions thereof called for redemption will cease to bear interest, and the holders of the 2037 Bonds will have no right in respect of the 2037 Bonds except the right to receive the redemption price.
No sinking fund is provided for the 2037 Bonds.
SECTION 5. (a) The 2037 Bonds will be issued in registered form only, without coupons, and except under the circumstances described in subsection (b)(2) or (b)(4) of this Section 5, the 2037 Bonds will be issued in global form only. The Company shall cause the agent for the registration, transfer and exchange named in Section 3(b) (the "Transfer Agent") to maintain a register (the "Register") of the 2037 Bonds, for registering the record ownership of 2037 Bonds by the holders thereof and transfers and exchanges of 2037 Bonds.
(b) (1) Each Global Bond will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereon will bear the DTC Legend.
(2) Each Global Bond will be delivered to the Transfer Agent as custodian for the Depositary. Transfers of a Global Bond (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 (i) as set forth in Section 5(b)(4) and (ii) transfers of portions thereof in the form of Certificated Bonds may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Transfer Agent by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 6.
(3) Agent Members will have no rights under the Mortgage or this Fifty-Fourth Supplemental Indenture with respect to any Global Bond 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 Bond 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 Bond through an Agent Member) to take any action which a holder is entitled to take under the Mortgage or this Fifty-Fourth Supplemental Indenture or the 2037 Bonds, 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 Bond and a successor depositary is not appointed by the Company within 90 days of the notice, or (y) a completed default (as defined in the Mortgage) has occurred and is continuing and the Transfer Agent has received a request from the Depositary, or (z) the Company determines that the 2037 Bonds will no longer be represented by Global Bonds, the Transfer Agent will promptly exchange each beneficial interest in each Global Bond for one or more Certificated Bonds 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 Transfer Agent by the Depositary, and thereupon each Global Bond will be deemed canceled. If a Global Bond does not bear the Restricted Legend, then the Certificated Bonds issued in exchange therefor will not bear the Restricted Legend. If a Global Bond bears the Restricted Legend, then the Certificated Bonds issued in exchange therefor will bear the Restricted Legend, provided that any holder of any such Certificated Bond issued in exchange for a beneficial interest in a Temporary Offshore Global Bond will have the right upon presentation to the Transfer Agent of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Bond for a Certificated Bond of like tenor and amount that does not bear the Restricted Legend, registered in the name of such holder.
(c) A holder may transfer a 2037 Bond (or a beneficial interest therein) to another person or exchange a 2037 Bond (or a beneficial interest therein) for another 2037 Bond or 2037 Bonds of any authorized denomination by presenting to the Transfer Agent 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 6. The Transfer Agent will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Transfer Agent for the purpose; provided that
(x) no transfer or exchange will be effective until it is registered in the Register and
(y) the Transfer Agent will not be required (i) to issue, register the transfer of or exchange any 2037 Bond for a period of ten (10) days before any interest payment date of such bonds, (ii) to issue, register the transfer of or exchange any 2037 Bond for a period of fifteen (15) days before a selection of 2037 Bonds to be redeemed or purchased, (iii) to register the transfer of or exchange any 2037 Bond 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 2037 Bond not being redeemed or purchased, or (iv) if a redemption or a purchase is to occur after a record date but on or before the corresponding interest payment date, to register the transfer of or exchange any 2037 Bond on or after the 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 2037 Bond is registered as the owner and holder thereof for all purposes (whether or not the 2037 Bond is overdue), and will not be affected by notice to the contrary.
(d) From time to time the Company will execute and the Trustee will authenticate additional 2037 Bonds as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.
(e) No service charge will be imposed in connection with any transfer or exchange of any 2037 Bond, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).
(f) (1) If a beneficial interest in a Global Bond is transferred or exchanged for a beneficial interest in another Global Bond, the Transfer Agent will (x) record a decrease in the principal amount of the Global Bond 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 Bond. Any beneficial interest in one Global Bond that is transferred to a person who takes delivery in the form of an interest in another Global Bond, or exchanged for an interest in another Global Bond of the same series, will, upon transfer or exchange, cease to be an interest in such Global Bond and become an interest in the other Global Bond 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 Bond for as long as it remains such an interest.
(2) If a Certificated Bond is transferred or exchanged for another Certificated Bond, the Transfer Agent will (x) cancel the Certificated Bond being transferred or exchanged, (y) deliver one or more new Certificated Bonds 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 Bond (in the case of an exchange), registered in the name of such transferee or holder, as applicable, and (if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Bond) deliver to the holder thereof one or more Certificated Bonds in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Bond, registered in the name of the holder thereof.
SECTION 6. (a) The transfer or exchange of any 2037 Bond (or a beneficial interest therein) may only be made in accordance with this Section and Section 5 and, in the case of a Global Bond (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Transfer Agent 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 2037 Bond (or a beneficial interest therein) of the type set forth in column A below for a 2037 Bond (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.
A |
B |
C |
U.S. Global Bond U.S. Global Bond U.S. Global Bond Certificated Bond Certificated Bond Certificated Bond Offshore Global Bond Offshore Global Bond Offshore Global Bond |
U.S. Global Bond Offshore Global Bond Certificated Bond Certificated Bond U.S. Global Bond Offshore Global Bond U.S. Global Bond Offshore Global Bond Certificated Bond |
(1) (2) (3) (3) (4) (2) (4) (1) (3) |
(1)
(1) No certification is required.
(2) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Regulation S Certificate.
(3) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate, and/or (z) 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 2037 Bond 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 Transfer Agent or (ii) a 2037 Bond that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Transfer Agent will deliver a Certificated Bond that does not bear the Restricted Legend.
(4) The person requesting the transfer or exchange must deliver or cause to be delivered to the Transfer Agent a duly completed Rule 144A Certificate.
(c) No certification is required in connection with any transfer or exchange of any 2037 Bond (or a beneficial interest therein)
(1) after such 2037 Bond is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision); provided that the Company has provided the Transfer Agent 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) sold pursuant to an effective registration statement.
Any Certificated Bond delivered in reliance upon this paragraph will not bear the Restricted Legend.
(d) The Transfer Agent will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a 2037 Bond (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 Transfer Agent.
SECTION 7. (a) Each 2037 Bond originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Bonds that bear the Temporary Offshore DTC Legend.
(b) An owner of a beneficial interest in a Temporary Offshore Global Bond (or a person acting on behalf of such an owner) may provide to the Transfer Agent (and the Transfer Agent will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Transfer Agent 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 Transfer Agent will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Bond, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Bond by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Bond by the amount of such beneficial interest.
(c) Notwithstanding anything to the contrary contained herein, beneficial interests in a Temporary Offshore Global Bond may be held through the Depositary only through Euroclear and Clearstream and their respective direct and indirect participants.
SECTION 8. The 2037 Bonds, and the Trustee's Certificate to be endorsed thereon, shall be in the following forms, respectively:
[FORM OF FACE OF 2037 BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, 6.60% Series, Due 2037
Due June 1, 2037
No. ___ $___________
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the ``Company''), for value received, hereby promises to pay or registered assigns, on June 1, 2037, at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, ________________________ Dollars in lawful money of the United States of America, and to pay to the registered owner hereof interest thereon from and including the most recent date to which interest has been paid, or if no interest has been paid from June 15, 2007, through but excluding the date on which interest is paid, at the rate of six and six- tenths percent (6.60%) per annum in like lawful money at said office or agency on June 1 and December 1 in each year commencing December 1, 2007, or if such day shall be a legal holiday or a day on which banking institutions are authorized by law to close in the City of Chicago, Illinois, the day next succeeding such day which shall not be a legal holiday or a day on which such institutions are authorized to close, until the Company's obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on June 1 or December 1 will, subject to the exception provided in Section 3 of the Fifty-Fourth Supplemental Indenture hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be the tenth day next preceding such interest payment date.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This bond shall not become obligatory until The Bank of New York Trust Company, N.A., the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY has caused this bond to be signed in its name by its President or one of its Vice Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
INDIANAPOLIS POWER & LIGHT COMPANY
Dated_______________ By_______________________________
Attest:
By_____________________________
[FORM OF TRUSTEE'S CERTIFICATE ON BONDS]
Trustee's Certificate
This 2037 Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Fifty-Fourth Supplemental Indenture thereto.
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
AS SUCCESSOR IN INTEREST TO
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
Trustee
By________________________________
Authorized Signature
[FORM OF REVERSE SIDE OF BOND]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 6.60% Series, Due 2037
Due June 1, 2037
This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 6.60% Series, Due 2037 (herein called the ``2037 Bonds'') limited in aggregate principal amount to One Hundred Sixty-Five Million Dollars ($165,000,000) and established by a Fifty-Fourth Supplemental Indenture dated as of June 1, 2007, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to The Bank of New York Trust Company, N.A.), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the ``Mortgage''), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
The 2037 Bonds are subject to redemption as provided in Section 4 of the Fifty- Fourth Supplemental Indenture, to which reference is made for full description of redemption provisions and prices.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2037 Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2037 Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Fifty-Fourth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2037 Bonds at the place, at the respective times and at the rate and the manner herein prescribed.
This 2037 Bond is issuable only in full registered form without coupons in denominations of Two Thousand Dollars ($2,000) and any larger denomination which is a whole multiple of One Thousand Dollars ($1,000).
The 2037 Bonds shall be transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company for such purpose in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2037 Bond, in an authorized denomination, of equal principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Fifty-Fourth Supplemental Indenture.
Upon redemption of this 2037 Bond in part and surrender thereof at the office or agency of the Company for such purpose in the City of Chicago, Illinois, for exchange, the Trustee shall authenticate and deliver a new registered 2037 Bond in an authorized denomination and principal amount equal to the reduced principal amount due on that series after such partial redemption.
[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 bond and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said bond on the books of the Company with full power of substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]
In connection with any transfer of this bond the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
Check One
□
(1) This bond 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 Fifty-Fourth Supplemental Indenture is being furnished herewith.□
(2) This bond 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 C to the Fifty-Fourth Supplemental Indenture is being furnished herewith.or
□
(3) This bond 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 bond and the Fifty-Fourth Supplemental Indenture.If none of the foregoing boxes is checked, the Trustee is not obligated to register this bond 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 Fifty-Fourth Supplemental 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.
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 transfer agent, 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 transfer agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
[END OF 2037 BOND FORM]
SECTION 9. Until the 2037 Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, fully registered 2037 Bonds in temporary form, as provided in Section 15 of the Original Mortgage.
SECTION 10. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2037 Bonds, and the Company reserves the right, without any consent of, or other action by, the holder of the 2037 Bonds, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2037 Bonds the holder thereof waives any right or privilege so to consent or take any other action with respect thereto.
SECTION 11. The Company covenants that, so long as any of the 2037 Bonds shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock.
SECTION 12. The Company shall furnish to the holders or beneficial holders of the 2037 Bonds and prospective purchasers, upon their request, the information required under Rule 144A(d)(4) under the Securities Act until such time as such 2037 Bonds are no longer "restricted securities" within the meaning of Rule 144 under the Securities Act, assuming these 2037 Bonds have not been owned by the Company or an affiliate of the Company.
SECTION 13. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions:
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Fifty-Fourth Supplemental Indenture or of the 2037 Bonds issued hereunder.
SECTION 14. Whenever in this Fifty-Fourth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Fifty-Fourth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 15. Nothing in this Fifty-Fourth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Fifty-Fourth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Fifty-Fourth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 16. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2037 Bonds issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Fifty-Fourth Supplemental Indenture.
SECTION 17. This Fifty-Fourth Supplemental Indenture is dated as of June 1, 2007, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
(signature pages to follow)
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and THE BANK OF NEW YORK TRUST COMPANY, N.A., AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT
COMPANY
By /s/ Frank P. Marino
(SEAL) FRANK P. MARINO,
Senior Vice President and Chief Financial Officer
Attest:
By: /s/ Connie R. Horwitz
Treasurer and Assistant Secretary
THE BANK OF NEW YORK TRUST COMPANY, N.A., AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
TRUST COMPANY OF CHICAGO
By: /s/ Derick Rush
Authorized Officer
Attest: (SEAL)
By: /s/ Susan R. James
Authorized Officer
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 12th day of June, in the year 2007, before me, a Notary Public in and for the County and State aforesaid, personally came FRANK P. MARINO, Senior Vice President and Chief Financial Officer and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice President and Chief Financial Officer and Treasurer and Assistant Secretary, respectively. Said FRANK P. MARINO and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said FRANK P. MARINO resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said FRANK P. MARINO is Senior Vice President and Chief Financial Officer and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his or her name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his or her free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
his or her name thereto by like order; and each of them acknowledged the execution of saidIN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 12th day of June, 2007.
/s/ Lissa J. Adkins
Notary Public
My Commission Expires:
My County of Residence is:
Johnson
(NOTARIAL SEAL)
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
On this 12th day of June, in the year 2007, before me, a Notary Public in and for the County and State aforesaid, personally came DERICK RUSH and SUSAN R. JAMES, Authorized Officers of The Bank of New York Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said DERICK RUSH and SUSAN R. JAMES, being by me severally sworn did depose and say that the said DERICK RUSH resides in Hamilton County, Indiana, and that the said SUSAN R. JAMES resides in Marion County, Indiana; that said DERICK RUSH and SUSAN R. JAMES, are Authorized Officers of said The Bank of New York Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his or her name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his or her free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
signed his or her name thereto by like authority; and each of them acknowledged the execution ofIN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 12th day of June, 2007.
Notary Public
My Commission Expires:
My County of Residence is:
Hancock
My Commission Expires:
(NOTARIAL SEAL)
My County of Residence is:
I affirm, under penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law.
Signed: /s/ Steven W. Thornton
Steven W. Thornton
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg LLP,
11 South Meridian Street, Indianapolis, IN 46204
EXHIBIT A
[COMPLETE FORM I OR FORM II AS APPLICABLE.]
[FORM I]
Certificate of Beneficial Ownership
To: The Bank of New York Trust Company, N.A.
300 N. Meridian Street
Suite 910
Attention: Corporate Trust Administration
[Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR
[Clearstream Banking SA]
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, Due 2037 (the "Bonds")
Issued under the Fifty-Fourth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
We are the beneficial owner of $_________ principal amount of Bonds issued under the Mortgage and represented by a Temporary Offshore Global Bond (as defined in the Mortgage).
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 Bonds in a transaction that did not require registration under the Securities Act of 1933, as amended. the Bonds in a transaction that did not require registration under the Securities Act of 1933, as
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.
Very truly yours,
[NAME OF BENEFICIAL OWNER]
By:
Name:
Title:
Address:
Date:
[FORM II]
Certificate of Beneficial Ownership
To: The Bank of New York Trust Company, N.A.
300 N. Meridian Street
Suite 910
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, Due 2037 (the "Bonds")
Issued under the Fifty-Fourth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds represented by a Temporary Offshore Global Bond issued under the above- referenced Mortgage, that as of the date hereof, $________ principal amount of Bonds represented by the Temporary Offshore Global Bond 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 Bonds 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 Bond 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 Bond submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.
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:
EXHIBIT B
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 AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL BOND 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 BOND ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE MORTGAGE.
EXHIBIT C
REGULATION S CERTIFICATE
______________, ____
EXHIBIT C
The Bank of New York Trust Company, N.A.
300 N. Meridian Street
Suite 910
Attention: Corporate Trust Administration
The Bank of New York Trust Company, N.A.
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, Due 2037 (the "Bonds")
Issued under the Fifty-Fourth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Re: Indianapolis Power & Light Company
Dear Sirs:
Issued under the Fifty-Fourth Supplemental Indenture to the
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 Bonds issued under the Mortgage. We hereby certify as follows:□
A. This Certificate1. The offer and sale of the Bonds 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(h)(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 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 Bonds.
4. The proposed transfer of Bonds 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 Bonds, and the proposed transfer takes place during the Restricted Period (as defined in the Mortgage), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Mortgage), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.
Period (as defined in the Mortgage), or we are an officer or director of the Company or an Initial□
B. This Certificate relates to our proposed exchange of $________ principal amount of Bonds issued under the Mortgage for an equal principal amount of Bonds to be held by us. We hereby certify as follows:□
B. This Certificate relates1. At the time the offer and sale of the Bonds 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(h)(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 prearrange the transaction in the United States.
3. The proposed exchange of Bonds 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 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:
EXHIBIT D
RESTRICTED LEGEND
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (III) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (V) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING UNDER RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE), SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (III) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (V) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
EXHIBIT E
RULE 144A CERTIFICATE
______________, ____
The Bank of New York Trust Company, N.A.
300 N. Meridian Street
Suite 910
Attention: Corporate Trust Administration
Re: Indianapolis Power & Light Company
First Mortgage Bonds, 6.60% Series, Due 2037 (the "Bonds")
Issued under the Fifty-Fourth Supplemental Indenture to the
Mortgage and Deed of Trust dated as of May 1, 1940
(as supplemented and amended) (the "Mortgage")
Ladies and Gentleman:
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 Bonds issued under the Mortgage.□
B. Our proposed exchange of $________ principal amount of Bonds issued under the Mortgage for an equal principal amount of Bonds to be held by us. 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 ___________, 20__, 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 Bonds 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 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:
EXHIBIT F
TEMPORARY OFFSHORE DTC LEGEND
THIS BOND IS A TEMPORARY GLOBAL BOND. 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 CERTIFICATED BONDS OTHER THAN A PERMANENT GLOBAL BOND IN ACCORDANCE WITH THE TERMS OF THE MORTGAGE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.
INDS01 SWT 962851v1 ACT"). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR CERTIFICATED BONDS OTHER THAN A PERMANENT GLOBAL BOND IN ACCORDANCE WITH THE TERMS OF THE MORTGAGE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.INDS01 SWT 962851v1
Exhibit 4.10
Indianapolis power & light company
to
MELLON TRUST COMPANY, N.A.
Fifty-Fifth Supplemental Indenture
Dated as of May 1, 2009
ESTABLISHING FIRST MORTAGE BONDS,
4.90% Series A, Due 2016
of
Fifty-Fifth Supplemental Indenture
of
Indianapolis Power & Light Company
Page
PARTIES............................................................................................................................................................................
1
RECITALS...........................................................................................................................................................................1
SECTION 1 Granting clauses..................................................................................................................................3
Part I Electric Distributing Systems..........................................................................................4
Part II Reserved...........................................................................................................................4
Part III Indeterminate Permits and Franchises........................................................................4
Part IV Other Property................................................................................................................4
General and after-acquired title.................................................................................................5
SECTION 2 Definitions............................................................................................................................................5
SECTION 3 Designation of Fifty-Fifth series of bonds and kind and denominations thereof.....................6
Designation of Company or The Bank of New York Mellon Trust Company, N.A.
as paying agent
Purpose of bonds
Redemption of bonds
Exchange of bonds
Transfer of bonds
Series limited to $41,850,000
SECTION 4 Form of fully registered bond..........................................................................................................13
Form of Trustee’s certificate on bonds..........................................................................................15
SECTION 5 Temporary bonds...............................................................................................................................18
SECTION 6 Payment of principal and interest; credits.....................................................................................18
SECTION 7 Annual Payments for Maintenance and Improvement Fund.....................................................19
SECTION 8 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions.....19
SECTION 9 Acceptance of trusts by Trustee and conditions of acceptance..............................................19
SECTION 10 Successors and assigns..................................................................................................................19
SECTION 11 Limitation of rights hereunder........................................................................................................19
SECTION 12 Compliance with terms, provisions and conditions of Mortgage............................................20
SECTION 13 Execution in counterparts...............................................................................................................20
TESTIMONIUM..............................................................................................................................................................20
SIGNATURES AND SEALS..........................................................................................................................................21
ACKNOWLEDGEMENTS..............................................................................................................................................22
____________________
*Table of Contents is not part of the Fifty-Fifth Supplemental Indenture and
should not be considered such. It is included herein only for purposes of
convenient reference.
THIS FIFTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2009, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the “Company,” party of the first part, and THE BANK OF MELLON TRUST COMPANY , N.A., as successor in interest to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO , a national banking association, as Trustee, hereinafter sometimes called the “Trustee,” party of the second part;
WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the “Original Mortgage” when referred to as existing prior to any supplement thereto or modification thereof, and the “Mortgage” when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June l, 1956, as of March 1, 1958, as of October 1, 1960, as of August l, 1964; as of April l, 1966, as of May l, 1967, as of May l, 1968, as of October l, 1970, as of March l, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June l, 1976, as of July 1, 1976, as of August 1, 1977, as of September l, 1978, as of August 1, 1981 (two), as of November l, 1983, as of November l, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August l, 1992, as of April 1, 1993 and as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 1, 1995, as of October 1, 1995, as of August 1, 2001 (four), as of August 1, 2003, as of January 1, 2004, as of April 1, 2005 (two), as of September 1, 2006 (two), as of October 1, 2006, and as of June 1, 2007; and
WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company; and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
WHEREAS, the Company has entered into a Loan Agreement, dated as of May l, 2009 (hereinafter called the “Loan Agreement”) with the Indiana Finance Authority (the “IFA”), in order to obtain funds for the refunding of the aggregate principal amount of Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) of the City of Petersburg, Indiana (the “City”) Pollution Control Refunding Revenue Bonds, Series 2005A (Indianapolis Power & Light Company Project) issued by the City pursuant to a related loan agreement to refund bonds previously issued to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain pollution control facilities, and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Fifty-Fifth Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and
WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its “First Mortgage Bonds, 4.90% Series A, Due 2016” (the bonds of said series being hereinafter sometimes referred to as the “2016A Bond”), limited to the aggregate principal amount of Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000); and
WHEREAS, all things necessary to make the 2016A Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Fifty-Fifth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
WHEREAS, the execution and delivery by the Company of this Fifty-Fifth Supplemental Indenture, and the terms of the 2016A Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and
WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Fifty-Fifth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto;
NOW, THERFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2016A Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Fifty-Fifth Supplemental Indenture, the receipt of which is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Fifty-Fifth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to excepted encumbrances as defined in the Original Mortgage), unto said The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana:
PART I.
ELECTRIC DISTRIBUTING SYSTEMS.
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
PART II.
[RESERVED].
PART III.
INDETERMINATE PERMITS AND FRANCHISES.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May l, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV.
OTHER PROPERTY.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, substations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power; or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
SECTION 2. Capitalized terms not otherwise defined in this Fifty-Fifth Supplemental Indenture shall have the following meanings:
“IFA 2009A Bonds” means the $41,850,000 Indiana Finance Authority Environmental Facilities Refunding Revenue Bonds, Series 2009A (Indianapolis Power & Light Company Project) issued under and pursuant to the IFA Indenture. “IFA Indenture” means the Indenture of Trust, dated as of May 1, 2009, by and between the IFA and U.S. Bank National Association, as Trustee, and any indenture supplemental thereto or amendatory thereof, pursuant to which the IFA 2009A Bonds and certain other bonds are issued and secured.
“IFA Trustee” means the person, corporation or association acting as trustee at any time under the IFA Indenture.
“Loan Agreement” means the Loan Agreement dated as of May 1, 2009 between the IFA and the Company, and any and all modifications, amendments and supplements thereof.
“Petersburg Generating Station” means the Company’s electric generating plant located in the City of Petersburg, Pike County, Indiana.
“Series 2009A Project” means certain pollution control facilities at Unit 3 of the Petersburg Generating Station comprising the Series 2009A Project as defined in the Loan Agreement.
“Series 2009B Project” means certain pollution control facilities at Unit 4 of the Petersburg Generating Station comprising the Series 2009B Project as defined in the Loan Agreement.
SECTION 3. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) to be issued under and secured by the Mortgage, to be designated “4.90% Series A, Due 2016”, each of which shall also bear the descriptive title “First Mortgage Bonds”; said bonds shall mature on January 1, 2016, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall accrue interest from and including the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the 2016A Bond, through but excluding the date on which interest is paid, at the rate per annum designated in the title hereof; interest shall be payable in arrears semi-annually on January 1 and July 1 of each year commencing July 1, 2009, or if such date shall be a Saturday, Sunday or holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business; and the principal of and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at The Bank of New York Mellon Trust Company, N.A., which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of and interest on the 2016A Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of and interest on the 2016A Bond, or the registration, transfer or exchange thereof, being to The Bank of New York Mellon Trust Company, N.A. In event of the resignation or inability to act of The Bank of New York Mellon Trust Company, N.A., then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company.
The 2016A Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
The 2016A Bond will be issued to evidence and secure a loan to the Company by the IFA pursuant to the Loan Agreement of certain funds to be acquired by the IFA through the issuance of the IFA 2009A Bonds, authenticated and delivered under and pursuant to the IFA Indenture. Pursuant to the Loan Agreement, the 2016A Bond shall be issued to the IFA Trustee. All of the proceeds of the IFA 2009A Bonds will be used for the refunding of the aggregate principal amount of Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) of the City of Petersburg, Indiana Pollution Control Refunding Revenue Bonds, Series 2005A (Indianapolis Power & Light Company Project) issued by the City pursuant to applicable loan agreements.
Upon the notice and in the manner and with the effect provided in this Section 3, the 2016A Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances:
(a) In whole, at the option of the Company, if the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station shall have been damaged or destroyed (i) to such extent that it cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company.
(b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station shall have been taken, under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations at any of the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company.
(c) In whole, at the option of the Company, if, as a result of any changes in the constitution of the State of Indiana or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, the Loan Agreement shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the IFA or the Company, with respect to the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as, the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station.
(d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station shall have occurred or technological or other changes shall have occurred which render the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station uneconomic for use in the reasonable opinion of the Company.
(e) In part, at the option of the Company, to the extent of net proceeds received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Series 2009A Project or the Series 2009B Project shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the IFA and the IFA Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Series 2009A Project or the Series 2009B Project that was taken by such condemnation, taking or sale is not essential to the character or significance of the Series 2009A Project or the Series 2009B Project, or (ii) that the Series 2009A Project or the Series 2009B Project has been restored to a condition substantially equivalent to its condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Series 2009A Project or the Series 2009B Project as Pollution Control Facilities (as defined in the Loan Agreement).
(f) [Reserved].
(g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2016A Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage.
(h) In the event that the Company is notified by the IFA Trustee that (i) an event of default under the IFA Indenture has occurred and is continuing, and (ii) the IFA Trustee has declared the principal of all the IFA 2009A Bonds then outstanding immediately due and payable pursuant to the IFA Indenture, the Company shall call for redemption, on a redemption date selected by it not later than forty-five (45) days following the date on which such notice is mailed, the 2016A Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2016A Bond (x) such event of default is waived or cured as set forth in the IFA Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016A Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 3(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2016A Bond.
(i) In the event the IFA Trustee notifies the Company and the IFA that the interest payable on the IFA 2009A Bonds held by persons other than a “substantial user” or a “related person” as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service or by a written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds delivered at the request of the Company, to be no longer excludable from gross income for federal tax purposes by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2016A Bond then outstanding to be redeemed on an interest payment date within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2016A Bond pursuant to this Section 3(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016A Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the IFA 2009A Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2016A Bond on an interest payment date within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2016A Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the IFA Trustee to redeem the IFA 2009A Bonds in part, which redemption would have the result that the interest payable on the IFA 2009A Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a “substantial user” or a “related person” as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended; provided further, however, that no such determination by a court of competent jurisdiction or by the Internal Revenue Service will be considered final for this purpose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any owner of an IFA 2009A Bonds, and until the conclusion of any appellate review, if sought.
In case of redemption of 2016A Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (e), (g), (h) or (i) above, the amounts payable upon redemption of 2016A Bond shall be a sum sufficient, together with other funds deposited with the IFA Trustee and available for such purpose, to pay the principal of, and interest on the 2016A Bond then outstanding and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through final payment of the 2016A Bond.
In case of redemption in part pursuant to (e) or (i) above, the amount payable by the Company under this Fifty-Fifth Supplemental Indenture, the Loan Agreement and the 2016A Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of and interest on the 2016A Bond so to be redeemed, which sum together with other funds deposited with the IFA Trustee and available for such purpose shall be sufficient to pay the principal of and interest on the IFA 2009A Bonds and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through such partial prepayment.
The 2016A Bond and the IFA 2009A Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above.
To exercise any of the options granted to redeem the 2016A Bond in whole or in part or to comply with any obligations to redeem the 2016A Bond in whole or in part imposed in this Section 3, the Company shall give written notice of the date of redemption to the IFA Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2016A Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2016A Bond.
At the option of the holder, the 2016A Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations.
The 2016A Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016A Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Fifty-Fifth Supplemental Indenture.
The Company shall not be required to transfer or exchange the 2016A Bond for a period of ten (10) days next preceding any interest payment date of said bond.
Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2016A Bond other than for any tax or taxes or other governmental charge required to be paid by the Company.
The 2016A Bond shall be limited to an aggregate principal amount of Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) and shall be issued under the provisions of Article VI of the Original Mortgage.
SECTION 4. The 2016A Bond, and the Trustee’s Certificate to be endorsed thereon, shall be in the following forms, respectively:
[Form Of Face Of 2016A Bond]
This First Mortgage Bond, 4.90% Series A, Due 2016 (hereinafter called the “2016A Bond”) is not transferable except to a successor trustee under the Indenture of Trust dated as of May 1, 2009, between the Indiana Finance Authority and U.S. Bank National Association, as the Trustee, or to Indianapolis Power & Light Company.
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.90% Series A,
Due 2016
Due January 1, 2016
No. $
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the “Company”), for value received, hereby promises to pay to U.S. Bank National Association, as the Trustee (hereinafter called the “IFA Trustee”) under the Indenture of Trust between the Indiana Finance Authority (the “IFA”) and the IFA Trustee, dated as of May 1, 2009 (the “IFA Indenture”) or registered assigns, on January 1, 2016, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, principal in the amount of Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) in lawful money of the United States of America, and interest thereon from and including the most recent date to which interest has been paid, or if no interest has been paid from June 9, 2009, through but excluding the date on which interest is paid, at a rate of Four and Nine-Tenths percent (4.90%) per annum (determined on the basis of a 360-day year of twelve 30-day months) in like lawful money at said office or agency, on January 1 and July 1 of each year commencing on July 1, 2009, until the Company’s obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on January 1 or July 1 will be paid to the registered owner of this 2016A Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2016A Bond SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this 2016A Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This 2016A Bond shall not become obligatory until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this 2016A Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
INDIANAPOLIS POWER & LIGHT | ||||
COMPANY | ||||
Date: | By: | |||
Attest: | ||||
By:_______________________ |
[Form Of Trustee’s Certificate On 2016A Bond]
Trustee’s Certificate
This 2016A Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Fifty-Fifth Supplemental Indenture thereto.
THE BANK OF NEW YORK MELLON | ||||
TRUST COMPANY, N.A., as successor | ||||
in interest to AMERICAN NATIONAL | ||||
BANK AND TRUST COMPANY OF | ||||
CHICAGO | ||||
Trustee | ||||
By:______________________________ | ||||
Authorized Signature |
[Form Of Reverse Side Of 2016A Bond]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.90% Series A,
Due 2016
Due January 1, 2016
This 2016A Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 4.90% Series A, Due 2016 (herein called the “2016A Bond”) limited in aggregate principal amount to Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) and established by a Fifty-Fifth Supplemental Indenture dated as of May 1, 2009, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to The Bank of New York Mellon Trust Company, N.A.), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the “Mortgage”), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
This 2016A Bond evidences and secures a loan made by the Indiana Finance Authority (the “IFA”) to the Company, pursuant to a Loan Agreement, dated as of May 1, 2009, between the IFA and the Company (the “Loan Agreement”). In order to obtain funds for such loan, the IFA, contemporaneously with the issue of this 2016A Bond, will issue Forty-One Million Eight Hundred Fifty Thousand Dollars ($41,850,000) principal amount of its Environmental Facilities Refunding Revenue Bonds, Series 2009A (Indianapolis Power & Light Company Project) (the “IFA 2009A Bonds”) under and pursuant to the Indenture of Trust between the IFA and U.S. Bank National Association, as trustee (the “IFA Trustee”), dated as of May 1, 2009 (the “IFA Indenture”). The IFA 2009A Bonds are payable from payments made by the Company of principal of and interest on this 2016A Bond and from moneys in the Bond Fund created under the IFA Indenture. The obligation of the Company to pay the principal of and interest on this 2016A Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the IFA 2009A Bonds and are directed by the Company to be applied thereto, all as provided in the Fifty-Fifth Supplemental Indenture.
This 2016A Bond is not subject to redemption, except as provided in Section 3 of the Fifty-Fifth Supplemental Indenture, to which reference is made for full description of redemption provisions.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2016A Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2016A Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Fifty-Fifth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2016A Bond at the place, at the respective times and at the rate and the manner herein prescribed.
This 2016A Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars.
This 2016A Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016A Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Fifty-Fifth Supplemental Indenture.
[End Of 2016A Bond Form]
SECTION 5. Until the 2016A Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2016A Bond in temporary form, as provided in Section 15 of the Original Mortgage.
SECTION 6. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2016A Bond the principal thereof and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that:
(a) The obligation of the Company to pay the principal of and interest on the 2016A Bond shall be discharged to the extent that any moneys in the Series 2009A Bond Fund within the Bond Fund (as defined in the IFA Indenture) created under and pursuant to the IFA Indenture are available for the payment of the principal of or interest on the IFA 2009A Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the IFA Indenture on or prior to the dates on which the Company is required to pay the principal of or interest on the 2016A Bond.
(b) Except as otherwise provided in this Section 6, the principal amount of any IFA Bond acquired by the Company and delivered to the IFA Trustee, or acquired by the IFA Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2016A Bond.
As the principal of and interest on the 2016A Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2016A Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2016A Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the IFA Trustee specifying the amount of such payment or credit and the principal amount of the 2016A Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2016A Bond, any such certificate shall be controlling and conclusive.
SECTION 7. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2016A Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2016A Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2016A Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto.
SECTION 8. The Company covenants that, so long as the 2016A Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock.
SECTION 9. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions:
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Fifty-Fifth Supplemental Indenture or of the 2016A Bond issued hereunder.
SECTION 10. Whenever in this Fifty-Fifth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Fifty-Fifth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 11. Nothing in this Fifty-Fifth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Fifty-Fifth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Fifty-Fifth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 12. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2016A Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Fifty-Fifth Supplemental Indenture.
SECTION 13. This Fifty-Fifth Supplemental Indenture is dated as of May 1, 2009, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT | |||||
COMPANY | |||||
By: | |||||
(SEAL) | KIRK B. MICHAEL | ||||
Senior Vice President and Chief Financial | |||||
Officer | |||||
Attest: | |||||
By: | |||||
CONNIE R. HORWITZ, | |||||
Treasurer and Assistant Secretary | |||||
THE BANK OF NEW YORK MELLON | |||||
TRUST COMPANY, N.A., AS SUCCESSOR | |||||
IN INTEREST TO AMERICAN NATIONAL | |||||
BANK AND | |||||
TRUST COMPANY OF CHICAGO | |||||
By________________________________ | |||||
Derick Rush | |||||
Authorized Officer | |||||
Attest: | |||||
(SEAL) | |||||
By: | |||||
Tanya Smith, | |||||
Authorized Officer |
STATE
OF INDIANA )
)
SS:
COUNTY OF MARION )
On this 3rd day of June, in the year 2009, before me, a Notary Public in and for the County and State aforesaid, personally came KIRK B. MICHAEL, Senior Vice President and Chief Financial Officer and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice President and Chief Financial Officer and Treasurer and Assistant Secretary, respectively. Said KIRK B. MICHAEL and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said KIRK B. MICHAEL resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said KIRK B. MICHAEL is Senior Vice President and Chief Financial Officer and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of June, 2009.
Lissa J. Adkins, | ||||
Notary Public | ||||
My Commission Expires: | ||||
October 30, 2010 | ||||
My County of Residence is: | ||||
Johnson | ||||
(NOTARIAL SEAL) |
STATE
OF INDIANA )
)
SS:
COUNTY OF MARION )
On this 3rd day of June, in the year 2009, before me, a Notary Public in and for the County and State aforesaid, personally came Derick Rush and Tanya Smith, Authorized Officers of The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said Derick Rush and Tanya Smith, being by me severally sworn did depose and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said Tanya Smith resides in Marion County, Indiana; that said Derick Rush and Tanya Smith, are Authorized Officers of said The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of June, 2009.
Lucas Nathaniel Burgin, | ||||
Notary Public | ||||
My Commission Expires: | ||||
June 23, 2011 | ||||
My County of Residence is: | ||||
Hancock | ||||
(NOTARIAL SEAL) |
I affirm, under penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law.
Signed: | ||||
Steven W. Thornton |
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg LLP,
11 South Meridian Street, Indianapolis, IN 46204
Exhibit 4.11
Indianapolis power & light company
to
MELLON TRUST COMPANY, N.A.
Fifty-Sixth Supplemental Indenture
Dated as of May 1, 2009
ESTABLISHING FIRST MORTAGE BONDS,
4.90% Series B, Due 2016
of
Fifty-SIXTH Supplemental Indenture
of
Indianapolis Power & Light Company
Page
PARTIES............................................................................................................................................................................
1
RECITALS...........................................................................................................................................................................1
SECTION 1 Granting clauses..................................................................................................................................3
Part I Electric Distributing Systems..........................................................................................4
Part II Reserved...........................................................................................................................4
Part III Indeterminate Permits and Franchises........................................................................4
Part IV Other Property................................................................................................................4
General and after-acquired title.................................................................................................5
SECTION 2 Definitions............................................................................................................................................5
SECTION 3 Designation of Fifty-Sixth series of bonds and kind and denominations thereof.....................6
Designation of Company or The Bank of New York Mellon Trust Company, N.A.
as paying agent
Purpose of bonds
Redemption of bonds
Exchange of bonds
Transfer of bonds
Series limited to $30,000,000
SECTION 4 Form of fully registered bond..........................................................................................................13
Form of Trustee’s certificate on bonds..........................................................................................15
SECTION 5 Temporary bonds...............................................................................................................................18
SECTION 6 Payment of principal and interest; credits.....................................................................................18
SECTION 7 Annual
Payments for Maintenance and Improvement
Fund.....................................................18
SECTION 8 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions.....19
SECTION 9 Acceptance of trusts by Trustee and conditions of acceptance..............................................19
SECTION 10 Successors and assigns..................................................................................................................19
SECTION 11 Limitation of rights hereunder........................................................................................................19
SECTION 12 Compliance with terms, provisions and conditions of Mortgage............................................20
SECTION 13 Execution in counterparts...............................................................................................................20
TESTIMONIUM..............................................................................................................................................................20
SIGNATURES AND SEALS..........................................................................................................................................21
ACKNOWLEDGEMENTS..............................................................................................................................................22
____________________
*Table of Contents is not part of the Fifty-Sixth Supplemental Indenture and
should not be considered such. It is included herein only for purposes of
convenient reference.
THIS FIFTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2009, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the “Company,” party of the first part, and THE BANK OF MELLON TRUST COMPANY, N.A., as successor in interest to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the “Trustee,” party of the second part;
WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the “Original Mortgage” when referred to as existing prior to any supplement thereto or modification thereof, and the “Mortgage” when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June l, 1956, as of March 1, 1958, as of October 1, 1960, as of August l, 1964; as of April l, 1966, as of May l, 1967, as of May l, 1968, as of October l, 1970, as of March l, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June l, 1976, as of July 1, 1976, as of August 1, 1977, as of September l, 1978, as of August 1, 1981 (two), as of November l, 1983, as of November l, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August l, 1992, as of April 1, 1993 and as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 1, 1995, as of October 1, 1995, as of August 1, 2001 (four), as of August 1, 2003, as of October 1, 2004, as of April 1, 2005 (two), as of September 1, 2006 (two), as of October 1, 2006, as of June 1, 2007 and May 1, 2009; and
WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company; and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
WHEREAS, the Company has entered into a Loan Agreement, dated as of May l, 2009 (hereinafter called the “Loan Agreement”) with the Indiana Finance Authority (the “IFA”), in order to obtain funds for the refunding of the aggregate principal amount of Thirty Million Dollars ($30,000,000) of the City of Petersburg, Indiana (the “City”) Pollution Control Refunding Revenue Bonds, Series 2005B (Indianapolis Power & Light Company Project) issued by the City pursuant to a related loan agreement to refund bonds previously issued to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain pollution control facilities, and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Fifty-Sixth Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and
WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its “First Mortgage Bonds, 4.90% Series B, Due 2016” (the bonds of said series being hereinafter sometimes referred to as the “2016B Bond”), limited to the aggregate principal amount of Thirty Million Dollars ($30,000,000); and
WHEREAS, all things necessary to make the 2016B Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Fifty-Sixth Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
WHEREAS, the execution and delivery by the Company of this Fifty-Sixth Supplemental Indenture, and the terms of the 2016B Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and
WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Fifty-Sixth Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto;
NOW, THERFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2016B Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Fifty-Sixth Supplemental Indenture, the receipt of which is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Fifty-Sixth Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to excepted encumbrances as defined in the Original Mortgage), unto said The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana:
PART I.
ELECTRIC DISTRIBUTING SYSTEMS.
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
PART II.
[RESERVED].
PART III.
INDETERMINATE PERMITS AND FRANCHISES.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May l, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV.
OTHER PROPERTY.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, substations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power; or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
SECTION 2. Capitalized terms not otherwise defined in this Fifty-Sixth Supplemental Indenture shall have the following meanings :
“IFA 2009B Bonds” means the $30,000,000 Indiana Finance Authority Environmental Facilities Refunding Revenue Bonds, Series 2009B (Indianapolis Power & Light Company Project) issued under and pursuant to the IFA Indenture.
“IFA Indenture” means the Indenture of Trust, dated as of May 1, 2009, by and between the IFA and U.S. Bank National Association, as Trustee, and any indenture supplemental thereto or amendatory thereof, pursuant to which the IFA 2009B Bonds and certain other bonds are issued and secured.
“IFA Trustee” means the person, corporation or association acting as trustee at any time under the IFA Indenture.
“Loan Agreement” means the Loan Agreement dated as of May 1, 2009 between the IFA and the Company, and any and all modifications, amendments and supplements thereof.
“Petersburg Generating Station” means the Company’s electric generating plant located in the City of Petersburg, Pike County, Indiana.
“Series 2009A Project” means certain pollution control facilities at Unit 3 of the Petersburg Generating Station comprising the Series 2009A Project as defined in the Loan Agreement.
“Series 2009B Project” means certain pollution control facilities at Unit 4 of the Petersburg Generating Station comprising the Series 2009B Project as defined in the Loan Agreement.
SECTION 3. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Thirty Million Dollars ($30,000,000) to be issued under and secured by the Mortgage, to be designated “4.90% Series B, Due 2016”, each of which shall also bear the descriptive title “First Mortgage Bonds”; said bonds shall mature on January 1, 2016, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall accrue interest from and including the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the 2016B Bond, through but excluding the date on which interest is paid, at the rate per annum designated in the title hereof; interest shall be payable in arrears semi-annually on January 1 and July 1 of each year commencing July 1, 2009, or if such date shall be a Saturday, Sunday or holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business; and the principal of and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at The Bank of New York Mellon Trust Company, N.A., which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of and interest on the 2016B Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of and interest on the 2016B Bond, or the registration, transfer or exchange thereof, being to The Bank of New York Mellon Trust Company, N.A. In event of the resignation or inability to act of The Bank of New York Mellon Trust Company, N.A., then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company.
The 2016B Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
The 2016B Bond will be issued to evidence and secure a loan to the Company by the IFA pursuant to the Loan Agreement of certain funds to be acquired by the IFA through the issuance of the IFA 2009B Bonds, authenticated and delivered under and pursuant to the IFA Indenture. Pursuant to the Loan Agreement, the 2016B Bond shall be issued to the IFA Trustee. All of the proceeds of the IFA 2009B Bonds will be used for the refunding of the aggregate principal amount of Thirty Million Dollars ($30,000,000) of the City of Petersburg, Indiana Pollution Control Refunding Revenue Bonds, Series 2005B (Indianapolis Power & Light Company Project) issued by the City pursuant to applicable loan agreements.
Upon the notice and in the manner and with the effect provided in this Section 3, the 2016B Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances:
(a) In whole, at the option of the Company, if the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station shall have been damaged or destroyed (i) to such extent that it cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company.
(b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station shall have been taken, under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations at any of the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company.
(c) In whole, at the option of the Company, if, as a result of any changes in the constitution of the State of Indiana or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, the Loan Agreement shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the IFA or the Company, with respect to the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as, the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station.
(d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station shall have occurred or technological or other changes shall have occurred which render the Series 2009A Project or the Series 2009B Project or Units 3 or 4 of the Petersburg Generating Station uneconomic for use in the reasonable opinion of the Company.
(e) In part, at the option of the Company, to the extent of net proceeds received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Series 2009A Project or the Series 2009B Project shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the IFA and the IFA Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Series 2009A Project or the Series 2009B Project that was taken by such condemnation, taking or sale is not essential to the character or significance of the Series 2009A Project or the Series 2009B Project, or (ii) that the Series 2009A Project or the Series 2009B Project has been restored to a condition substantially equivalent to its condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Series 2009A Project or the Series 2009B Project as Pollution Control Facilities (as defined in the Loan Agreement).
(f) [Reserved].
(g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2016B Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage.
(h) In the event that the Company is notified by the IFA Trustee that (i) an event of default under the IFA Indenture has occurred and is continuing, and (ii) the IFA Trustee has declared the principal of all the IFA 2009B Bonds then outstanding immediately due and payable pursuant to the IFA Indenture, the Company shall call for redemption, on a redemption date selected by it not later than forty-five (45) days following the date on which such notice is mailed, the 2016B Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2016B Bond (x) such event of default is waived or cured as set forth in the IFA Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016B Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 3(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2016B Bond.
(i) In the event the IFA Trustee notifies the Company and the IFA that the interest payable on the IFA 2009B Bonds held by persons other than a “substantial user” or a “related person” as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service or by a written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds delivered at the request of the Company, to be no longer excludable from gross income for federal tax purposes to be subject to federal income taxation by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2016B Bond then outstanding to be redeemed on an interest payment date within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2016B Bond pursuant to this Section 3(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016B Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the IFA 2009B Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2016B Bond on an interest payment date within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2016B Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the IFA Trustee to redeem the IFA 2009B Bonds in part, which redemption would have the result that the interest payable on the IFA 2009B Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a “substantial user” or a “related person” as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended; provided further, however, that no such determination by a court of competent jurisdiction or by the Internal Revenue Service will be considered final for this purpose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any owner of an IFA 2009 Series B Bond, and until the conclusion of any appellate review, if sought.
In case of redemption of 2016B Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (e), (g), (h) or (i) above, the amounts payable upon redemption of 2016B Bond shall be a sum sufficient, together with other funds deposited with the IFA Trustee and available for such purpose, to pay the principal of and interest on the 2016B Bond then outstanding and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through final payment of the 2016B Bond.
In case of redemption in part pursuant to (e) or (i) above, the amount payable by the Company under this Fifty-Sixth Supplemental Indenture, the Loan Agreement and the 2016B Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of and interest on the 2016B Bond so to be redeemed, which sum together with other funds deposited with the IFA Trustee and available for such purpose shall be sufficient to pay the principal of and interest on the IFA 2009B Bonds and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through such partial prepayment.
The 2016B Bond and the IFA 2009B Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above.
To exercise any of the options granted to redeem the 2016B Bond in whole or in part or to comply with any obligations to redeem the 2016B Bond in whole or in part imposed in this Section 3, the Company shall give written notice of the date of redemption to the IFA Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2016B Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2016B Bond.
At the option of the holder, the 2016B Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations.
The 2016B Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016B Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Fifty-Sixth Supplemental Indenture.
The Company shall not be required to transfer or exchange the 2016B Bond for a period of ten (10) days next preceding any interest payment date of said bond.
Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2016B Bond other than for any tax or taxes or other governmental charge required to be paid by the Company.
The 2016B Bond shall be limited to an aggregate principal amount of Thirty Million Dollars ($30,000,000) and shall be issued under the provisions of Article VI of the Original Mortgage.
SECTION 4. The 2016B Bond, and the Trustee’s Certificate to be endorsed thereon, shall be in the following forms, respectively:
[Form Of Face Of 2016B Bond]
This First Mortgage Bond, 4.90% Series B, Due 2016 (hereinafter called the “2016B Bond”) is not transferable except to a successor trustee under the Indenture of Trust dated as of May 1, 2009, between the Indiana Finance Authority and U.S. Bank National Association, as the Trustee, or to Indianapolis Power & Light Company.
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.90% Series B,
Due 2016
Due January 1, 2016
No. $
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the “Company”), for value received, hereby promises to pay to U.S. Bank National Association, as the Trustee (hereinafter called the “IFA Trustee”) under the Indenture of Trust between the Indiana Finance Authority (the “IFA”) and the IFA Trustee, dated as of May 1, 2009 (the “IFA Indenture”) or registered assigns, on January 1, 2016, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, principal in the amount of Thirty Million Dollars ($30,000,000) in lawful money of the United States of America, and interest thereon from and including the most recent date to which interest has been paid, or if no interest has been paid from June 9, 2009, through but excluding the date on which interest is paid, at a rate of Four and Nine-Tenths percent (4.90%) per annum (determined on the basis of a 360-day year of twelve 30-day months) in like lawful money at said office or agency, on January 1 and July 1 of each year commencing on July 1, 2009, until the Company’s obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on January 1 or July 1 will be paid to the registered owner of this 2016B Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2016B Bond SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this 2016B Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This 2016B Bond shall not become obligatory until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this 2016B Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
INDIANAPOLIS POWER & LIGHT | ||||
COMPANY | ||||
Date: | By: | |||
Attest: | ||||
By:_______________________ |
[Form Of Trustee’s Certificate On 2016B Bond]
Trustee’s Certificate
This 2016B Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Fifty-Sixth Supplemental Indenture thereto.
THE BANK OF NEW YORK MELLON | ||||
TRUST COMPANY, N.A., as successor | ||||
in interest to AMERICAN NATIONAL | ||||
BANK AND TRUST COMPANY OF | ||||
CHICAGO | ||||
Trustee | ||||
By:______________________________ | ||||
Authorized Signature |
[Form Of Reverse Side Of 2016B Bond]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.90% Series B,
Due 2016
Due January 1, 2016
This 2016B Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 4.90% Series B, Due 2016 (herein called the “2016B Bond”) limited in aggregate principal amount to Thirty Million Dollars ($30,000,000) and established by a Fifty-Sixth Supplemental Indenture dated as of May 1, 2009, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to The Bank of New York Mellon Trust Company, N.A.), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the “Mortgage”), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
This 2016B Bond evidences and secures a loan made by the Indiana Finance Authority (the “IFA”) to the Company, pursuant to a Loan Agreement, dated as of May 1, 2009, between the IFA and the Company (the “Loan Agreement”). In order to obtain funds for such loan, the IFA, contemporaneously with the issue of this 2016B Bond, will issue Thirty Million Dollars ($30,000,000) principal amount of its Environmental Facilities Refunding Revenue Bonds, Series 2009B (Indianapolis Power & Light Company Project) (the “IFA 2009B Bonds”) under and pursuant to the Indenture of Trust between the IFA and U.S. Bank National Association, as trustee (the “IFA Trustee”), dated as of May 1, 2009 (the “IFA Indenture”). The IFA 2009B Bonds are payable from payments made by the Company of principal of and interest on this 2016B Bond and from moneys in the Bond Fund created under the IFA Indenture. The obligation of the Company to pay the principal of and interest on this 2016B Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the IFA 2009B Bonds and are directed by the Company to be applied thereto, all as provided in the Fifty-Sixth Supplemental Indenture.
This 2016B Bond is not subject to redemption, except as provided in Section 3 of the Fifty-Sixth Supplemental Indenture, to which reference is made for full description of redemption provisions.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2016B Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2016B Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Fifty-Sixth Supplemental Indenture, the principal of, and premium, if any, and interest on this 2016B Bond at the place, at the respective times and at the rate and the manner herein prescribed.
This 2016B Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars.
This 2016B Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016B Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Fifty-Sixth Supplemental Indenture.
[End Of 2016B Bond Form]
SECTION 5. Until the 2016B Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2016B Bond in temporary form, as provided in Section 15 of the Original Mortgage.
SECTION 6. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2016B Bond the principal thereof and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that:
(a) The obligation of the Company to pay the principal of and interest on the 2016B Bond shall be discharged to the extent that any moneys in the Series 2009B Bond Fund within the Bond Fund (as defined in the IFA Indenture) created under and pursuant to the IFA Indenture are available for the payment of the principal of or interest on the IFA 2009B Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the IFA Indenture on or prior to the dates on which the Company is required to pay the principal of or interest on the 2016B Bond.
(b) Except as otherwise provided in this Section 6, the principal amount of any IFA Bond acquired by the Company and delivered to the IFA Trustee, or acquired by the IFA Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2016B Bond.
As the principal of and interest on the 2016B Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2016B Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2016B Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the IFA Trustee specifying the amount of such payment or credit and the principal amount of the 2016B Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2016B Bond, any such certificate shall be controlling and conclusive.
SECTION 7. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2016B Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2016B Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2016B Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto.
SECTION 8. The Company Company covenants that, so long as the 2016B Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock.
SECTION 9. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions:
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Fifty-Sixth Supplemental Indenture or of the 2016B Bond issued hereunder.
SECTION 10. Whenever in this Fifty-Sixth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Fifty-Sixth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 11. Nothing in this Fifty-Sixth Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Fifty-Sixth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Fifty-Sixth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 12. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2016B Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Fifty-Sixth Supplemental Indenture.
SECTION 13. This Fifty-Sixth Supplemental Indenture is dated as of May 1, 2009, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT | |||||
COMPANY | |||||
By: | |||||
(SEAL) | KIRK B. MICHAEL | ||||
Senior Vice President and Chief Financial | |||||
Officer | |||||
Attest: | |||||
By: | |||||
CONNIE R. HORWITZ, | |||||
Treasurer and Assistant Secretary | |||||
THE BANK OF NEW YORK MELLON | |||||
TRUST COMPANY, N.A., AS SUCCESSOR | |||||
IN INTEREST TO AMERICAN NATIONAL | |||||
BANK AND | |||||
TRUST COMPANY OF CHICAGO | |||||
By________________________________ | |||||
Derick Rush | |||||
Authorized Officer | |||||
Attest: | |||||
(SEAL) | |||||
By: | |||||
Tanya Smith, | |||||
Authorized Officer |
STATE
OF INDIANA )
)
SS:
COUNTY OF MARION )
On this 3rd day of June, in the year 2009, before me, a Notary Public in and for the County and State aforesaid, personally came KIRK B. MICHAEL, Senior Vice President and Chief Financial Officer and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice President and Chief Financial Officer and Treasurer and Assistant Secretary, respectively. Said KIRK B. MICHAEL and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said KIRK B. MICHAEL resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said KIRK B. MICHAEL is Senior Vice President and Chief Financial Officer and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of June, 2009.
Lissa J. Adkins, | ||||
Notary Public | ||||
My Commission Expires: | ||||
October 30, 2010 | ||||
My County of Residence is: | ||||
Johnson | ||||
(NOTARIAL SEAL) |
STATE
OF INDIANA )
)
SS:
COUNTY OF MARION )
On this 3rd day of June, in the year 2009, before me, a Notary Public in and for the County and State aforesaid, personally came Derick Rush and Tanya Smith, Authorized Officers of The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said Derick Rush and Tanya Smith, being by me severally sworn did depose and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said Tanya Smith resides in Marion County, Indiana; that said Derick Rush and Tanya Smith, are Authorized Officers of said The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of June, 2009.
Lucas Nathaniel Burgin, | ||||
Notary Public | ||||
My Commission Expires: | ||||
June 23, 2011 | ||||
My County of Residence is: | ||||
Hancock | ||||
(NOTARIAL SEAL) |
I affirm, under penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law.
Signed: | ||||
Steven W. Thornton |
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg LLP,
11 South Meridian Street, Indianapolis, IN 46204
Exhibit 4.12
Indianapolis power & light company
to
MELLON TRUST COMPANY, N.A.
Fifty-Seventh Supplemental Indenture
Dated as of May 1, 2009
ESTABLISHING FIRST MORTAGE BONDS,
4.90% Series C, Due 2016
of
Fifty-SevenTH Supplemental Indenture
of
Indianapolis Power & Light Company
Page
PARTIES............................................................................................................................................................................
1
RECITALS...........................................................................................................................................................................1
SECTION 1 Granting clauses..................................................................................................................................3
Part I Electric Distributing Systems..........................................................................................4
Part II Reserved...........................................................................................................................4
Part III Indeterminate Permits and Franchises........................................................................4
Part IV Other Property................................................................................................................4
General and after-acquired title.................................................................................................5
SECTION 2 Definitions............................................................................................................................................5
SECTION 3 Designation of Fifty-Seventh series of bonds and kind and denominations thereof................6
Designation of Company or The Bank of New York Mellon Trust Company, N.A.
as paying agent
Purpose of bonds
Redemption of bonds
Exchange of bonds
Transfer of bonds
Series limited to $60,000,000
SECTION 4 Form of
fully registered
bond..........................................................................................................12
Form of Trustee’s certificate on
bonds..........................................................................................12
SECTION 5 Temporary bonds...............................................................................................................................18
SECTION 6 Payment of principal and interest; credits.....................................................................................18
SECTION 7 Annual
Payments for Maintenance and Improvement
Fund.....................................................18
SECTION 8 Compliance with Section 47 of Original Mortgage with respect to dividend restrictions.....19
SECTION 9 Acceptance of trusts by Trustee and conditions of acceptance..............................................19
SECTION 10 Successors and assigns..................................................................................................................19
SECTION 11 Limitation of rights hereunder........................................................................................................19
SECTION 12 Compliance with terms, provisions and conditions of Mortgage............................................20
SECTION 13 Execution in counterparts...............................................................................................................20
TESTIMONIUM..............................................................................................................................................................20
SIGNATURES AND SEALS..........................................................................................................................................21
ACKNOWLEDGEMENTS..............................................................................................................................................22
____________________
*Table of Contents is not part of the Fifty-Seventh Supplemental Indenture and
should not be considered such. It is included herein only for purposes of
convenient reference.
THIS FIFTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2009, between INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana, hereinafter sometimes called the “Company,” party of the first part, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor in interest to AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking association, as Trustee, hereinafter sometimes called the “Trustee,” party of the second part;
WHEREAS, the Company by a Mortgage and Deed of Trust (hereinafter sometimes called the “Original Mortgage” when referred to as existing prior to any supplement thereto or modification thereof, and the “Mortgage” when referred to as now or heretofore supplemented and modified) dated as of May 1, 1940, made to said American National Bank and Trust Company of Chicago, as Trustee, to secure the payment of the bonds issued from time to time under the Mortgage for the purposes of and subject to the limitations specified in the Mortgage, and to secure the performance of the covenants therein contained, conveyed to the Trustee thereunder upon certain trusts, terms and conditions, and with and subject to certain provisos and covenants therein contained, all and singular the property, rights and franchises which the Company then owned or should thereafter acquire, excepting the property expressly excepted by the terms of the Original Mortgage or any indenture supplemental thereto, to which Mortgage reference is hereby made for greater certainty; and
WHEREAS, the Original Mortgage has been supplemented and modified by supplemental indentures dated as of May 1, 1942, as of February 1, 1948, as of April 1, 1949, as of October 1, 1949 (two), as of February 1, 1951, as of March 1, 1953, as of June l, 1956, as of March 1, 1958, as of October 1, 1960, as of August l, 1964; as of April l, 1966, as of May l, 1967, as of May l, 1968, as of October l, 1970, as of March l, 1972, as of March 15, 1973, as of February 15, 1974, as of August 15, 1974, as of September 15, 1975, as of June l, 1976, as of July 1, 1976, as of August 1, 1977, as of September l, 1978, as of August 1, 1981 (two), as of November l, 1983, as of November l, 1984, as of December 1, 1984, as of September 1, 1985, as of October 1, 1986, as of June 1, 1989, as of August 1, 1989, as of October 15, 1991, as of August l, 1992, as of April 1, 1993 and as of October 1, 1993 (two), as of February 1, 1994 (two), as of January 1, 1995, as of October 1, 1995, as of August 1, 2001 (four), as of August 1, 2003, as of January 1, 2004, as of April 1, 2005 (two), as of September 1, 2006 (two), as of October 1, 2006, as of June 1, 2007 and May 1, 2009 (two); and
WHEREAS, Section 8 of the Original Mortgage provides, among other things, that the form of each series of bonds (other than the initial issue of bonds) issued thereunder shall be established by an indenture supplemental thereto authorized by resolution of the Board of Directors of the Company; and that the form of each series, as established by the Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such other provisions as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and secured under the Original Mortgage or any indenture supplemental thereto or in modification thereof; and
WHEREAS, the Company has entered into a Loan Agreement, dated as of May 1, 2009 (hereinafter called the “Loan Agreement”) with the Indiana Finance Authority (the “IFA”), in order to obtain funds for the refunding of the aggregate principal amount of Sixty Million Dollars ($60,000,000) of the IFA’s Environmental Facilities Revenue Bonds, Series 2006A (Indianapolis Power & Light Company Project) issued by the IFA to pay a portion of the cost of acquisition, construction, installation and equipping by the Company of certain environmental facilities, and pursuant to the Loan Agreement the Company has agreed to issue a series of its bonds under the Mortgage and this Fifty-Seventh Supplemental Indenture in order to evidence and secure its indebtedness under the Loan Agreement; and
WHEREAS, the Company now desires to provide for the establishment, execution, authentication and delivery under the Mortgage of bonds of a series to be known as its “First Mortgage Bonds, 4.90% Series C, Due 2016” (the bonds of said series being hereinafter sometimes referred to as the “2016C Bond”), limited to the aggregate principal amount of Sixty Million Dollars ($60,000,000); and
WHEREAS, all things necessary to make the 2016C Bond hereinafter described, when duly executed by the Company and authenticated and delivered by the Trustee, a valid, binding and legal obligation of the Company, and to make this Fifty-Seventh Supplemental Indenture a valid and binding agreement supplemental to the Original Mortgage, have been done and performed; and
WHEREAS, the execution and delivery by the Company of this Fifty-Seventh Supplemental Indenture, and the terms of the 2016C Bond, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board; and
WHEREAS, it is provided in and by the Original Mortgage that the Company will execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Mortgage, and to make subject to the lien thereof any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Company has, since the date of execution and delivery of the Original Mortgage, purchased and acquired property and desires by this Fifty-Seventh Supplemental Indenture specifically to convey to the Trustee such property for the better protection and security of the bonds issued and to be issued under the Original Mortgage, or any indenture supplemental thereto;
NOW, THERFORE, THIS INDENTURE WITNESSETH that, in consideration of the premises and of the acceptance or purchase of the 2016C Bond by the registered owners thereof, and of the sum of one dollar, lawful money of the United States of America, to the Company duly paid by the Trustee at or before the execution and delivery of this Fifty-Seventh Supplemental Indenture, the receipt of which is hereby acknowledged, the Company and the Trustee, respectively, have entered into, executed and delivered this Fifty-Seventh Supplemental Indenture, for the uses and purposes hereinafter expressed, that is to say:
SECTION 1. The Company has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm (subject, however, to excepted encumbrances as defined in the Original Mortgage), unto said The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, as Trustee, as herein provided, and its successors in the trusts declared in the Original Mortgage and herein, all of the property, real, personal and mixed, tangible and intangible, of every kind, character and description which the Company has acquired since the execution and delivery of the Original Mortgage and now owns (except property, rights and assets of a character similar to that excluded from the lien and operation of the Mortgage by the Granting Clauses of the Original Mortgage, which property, rights and assets are excluded from the lien and operation of the Mortgage only to the extent provided therein), including, but without otherwise limiting the generality of the foregoing, the following described property situated within the State of Indiana:
PART I.
ELECTRIC DISTRIBUTING SYSTEMS.
All electric distributing systems of the Company acquired by it after May 1, 1940, the date of the Original Mortgage, and located in the Counties of Bartholomew, Boone, Daviess, Gibson, Greene, Hamilton, Hancock, Hendricks, Johnson, Knox, Madison, Marion, Monroe, Morgan, Owen, Pike, Putnam, Shelby, Sullivan and Switzerland, State of Indiana; and any additions to or extensions of any such systems, together with the buildings, erections, structures, transmission lines, power stations, sub-stations, engines, boilers, condensers, pumps, turbines, machinery, tools, conduits, manholes, insulators, dynamos, motors, lamps, cables, wires, poles, towers, cross-arms, piers, abutments, switchboard equipment, meters, appliances, instruments, apparatus, appurtenances, maps, records, ledgers, contracts, facilities and other property or equipment used or provided for use in connection with the construction, maintenance, repair and operation thereof; together also with all of the rights, privileges, rights-of-way, franchises, licenses, grants, liberties, immunities, ordinances, permits and easements of the Company in respect of the construction, maintenance, repair and operation of said systems.
PART II.
[RESERVED].
PART III.
INDETERMINATE PERMITS AND FRANCHISES.
All indeterminate permits, franchises, ordinances, licenses, and other authorizations by or from any state, county, municipality, or other governmental authority, acquired by the Company after May l, 1940, the date of the Original Mortgage, including particularly, but not limited to, any indeterminate permits under the Public Service Commission Act of the State of Indiana, and all Acts amendatory thereof and supplemental thereto, and all right, title and interest therein now owned by the Company, and all renewals, extensions and modifications of said indeterminate permits, franchises, ordinances, licenses, and other authorizations, and of the indeterminate permits, franchises, ordinances, licenses, and other authorizations referred to in Part VII of the Granting Clauses of the Original Mortgage.
PART IV.
OTHER PROPERTY.
All other property, whether real, personal or mixed (except any in the Mortgage expressly excepted), now owned by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Mortgage) all lands, flowage rights, water rights, flumes, raceways, dams, rights-of-way and roads; all plants for the generation of electricity by water, steam and/or other power, power houses, telephone systems, water systems, steam heat and power plants, hot water plants, substations, transmission lines, distribution systems, bridges, culverts and tracts; all offices, buildings and structures and the equipment thereof; all machinery, engines, boilers, dynamos, machines, regulators, meters, transformers, generators and motors; all appliances whether electrical, gas or mechanical, conduits, cables and lines; all pipes whether for water, steam heat and power; or other purposes; all mains and pipes, service pipes, fittings, valves and connections, poles, wires, tools, implements, apparatus, furniture and chattels; all municipal franchises, indeterminate permits, and other permits; all lines for the transportation, transmission and/or distribution of electric current, steam heat and power or water for any purpose, including towers, poles, wires, cables, pipes, conduits and all apparatus for use in connection therewith; all real estate, lands, leases, leaseholds; all contracts, whether heat, light, power, water or street lighting contracts; all easements, servitudes, licenses, permits, rights, powers, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as hereinafter or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described or referred to;
TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 64 of the Original Mortgage), the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, indeterminate permits, franchises, ordinances, licenses and other authorizations and every part and parcel thereof.
SECTION 2. Capitalized terms not otherwise defined in this Fifty-Seventh Supplemental Indenture shall have the following meanings:
“Harding Street Station” means the Company’s electric generating facilities located on Harding Street in the City of Indianapolis, Marion County, Indiana.
“IFA 2009C Bonds” means the $60,000,000 Indiana Finance Authority Environmental Facilities Refunding Revenue Bonds, Series 2009C (Indianapolis Power & Light Company Project) issued under and pursuant to the IFA Indenture.
“IFA Indenture” means the Indenture of Trust, dated as of May 1, 2009, by and between the IFA and U.S. Bank National Association, as Trustee, and any indenture supplemental thereto or amendatory thereof, pursuant to which the IFA 2009C Bonds and certain other bonds are issued and secured.
“IFA Trustee” means the person, corporation or association acting as trustee at any time under the IFA Indenture.
“Loan Agreement” means the Loan Agreement dated as of May 1, 2009 between the IFA and the Company, and any and all modifications, amendments and supplements thereof.
“Series 2009C Project” means certain pollution control facilities at Unit 7 of the Harding Street Station comprising the Series 2009C Project as defined in the Loan Agreement.
SECTION 3. There shall be and is hereby established a series of bonds, limited in aggregate principal amount to Sixty Million Dollars ($60,000,000) to be issued under and secured by the Mortgage, to be designated “4.90% Series C, Due 2016”, each of which shall also bear the descriptive title “First Mortgage Bonds”; said bonds shall mature on January 1, 2016, and shall be issued only as fully registered bonds without coupons in the denomination of five thousand dollars and any larger denomination which is a whole multiple of five thousand dollars; they shall accrue interest from and including the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the 2016C Bond, through but excluding the date on which interest is paid, at the rate per annum designated in the title hereof; interest shall be payable in arrears semi-annually on January 1 and July 1 of each year commencing July 1, 2009, or if such date shall be a Saturday, Sunday or holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business; and the principal of and interest on said bond shall be payable in lawful money of the United States of America at the office of the Company in the City of Indianapolis, Indiana, or, if no such office is maintained, at The Bank of New York Mellon Trust Company, N.A., which is hereby designated and appointed the office and agency of the Company in the City of Chicago, Illinois, for the payment of the principal of and interest on the 2016C Bond, if necessary, and for the registration, transfer and exchange of such bond as hereinafter provided; all reference herein to the office or agency of the Company in the City of Chicago, Illinois, for the payment of the principal of and interest on the 2016C Bond, or the registration, transfer or exchange thereof, being to The Bank of New York Mellon Trust Company, N.A. In event of the resignation or inability to act of The Bank of New York Mellon Trust Company, N.A., then a successor agent for all such purposes in the City of Chicago, Illinois, shall be appointed by the Board of Directors of the Company.
The 2016C Bond shall be dated as of the date of authentication thereof, except as otherwise provided in Section 10 of the Original Mortgage.
The 2016C Bond will be issued to evidence and secure a loan to the Company by the IFA pursuant to the Loan Agreement of certain funds to be acquired by the IFA through the issuance of the IFA 2009C Bonds, authenticated and delivered under and pursuant to the IFA Indenture. Pursuant to the Loan Agreement, the 2016C Bond shall be issued to the IFA Trustee. All of the proceeds of the IFA 2009C Bonds will be used for the refunding of the aggregate principal amount of Sixty Million Dollars ($60,000,000) of the IFA’s Environmental Facilities Revenue Bonds, Series 2006A (Indianapolis Power & Light Company Project) issued by the IFA pursuant to applicable loan agreements.
Upon the notice and in the manner and with the effect provided in this Section 3, the 2016C Bond shall be redeemable prior to the maturity thereof under any one or more of the following circumstances:
(a) In whole, at the option of the Company, if the Series 2009C Project or Unit 7 of the Harding Street Station shall have been damaged or destroyed (i) to such extent that it cannot be reasonably expected, in the opinion of the Company, to be restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations for a period of six (6) months or more, or (iii) to such extent that the restoration thereof would not be, taking into consideration the net proceeds of any insurance payable as a result of such damage or destruction, economic in the reasonable opinion of the Company.
(b) In whole, at the option of the Company, if title to, or the temporary use of, all or substantially all of the Series 2009C Project or Unit 7 of the Harding Street Station shall have been taken, under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency so that the result of such taking or takings is that (i) the Company, in its reasonable opinion, is thereby prevented from carrying on its normal operations at either of the Series 2009C Project or Unit 7 of the Harding Street Station for a period of six (6) months or more, (ii) the restoration required as a result of the taking cannot be reasonably expected, in the opinion of the Company, to be completed in a period of six (6) months, or (iii) the restoration thereof, taking into consideration the net proceeds from such eminent domain award, would not be economic in the reasonable opinion of the Company.
(c) In whole, at the option of the Company, if, as a result of any changes in the constitution of the State of Indiana or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Company in good faith, the Loan Agreement shall, in the reasonable opinion of counsel for the Company, have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement; or unreasonable burdens or excessive liabilities shall, in the reasonable opinion of the Company, have been imposed upon the IFA or the Company, with respect to the Series 2009C Project or Unit 7 of the Harding Street Station or operation thereof, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Loan Agreement other than ad valorem taxes presently levied upon privately owned property used for the same general purpose as, the Series 2009C Project or Unit 7 of the Harding Street Station.
(d) In whole, at the option of the Company, if changes in the economic availability of raw materials, operating supplies or facilities necessary for the operation of the Series 2009C Project or Unit 7 of the Harding Street Station shall have occurred or technological or other changes shall have occurred which render the Series 2009C Project or Unit 7 of the Harding Street Station uneconomic for use in the reasonable opinion of the Company.
(e) In part, at the option of the Company, to the extent of net proceeds received from any condemnation award, taking or sale as stated herein, if title to, or the temporary use of any portion of the Series 2009C Project shall have been taken under the exercise of the power of eminent domain, or should any governmental body or agency exercise any right it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency; provided the Company shall furnish to the IFA and the IFA Trustee a certificate of an Independent Engineer (as defined in the Loan Agreement) selected by the Company stating (i) that the property forming the part of the Series 2009C Project that was taken by such condemnation, taking or sale is not essential to the character or significance of the Series 2009C Project, or (ii) that the Series 2009C Project has been restored to a condition substantially equivalent to its condition prior to the taking by such condemnation, taking or sale proceedings, or (iii) that improvements have been acquired which are suitable for the operation of the Series 2009C Project as Pollution Control Facilities (as defined in the Loan Agreement).
(f) [Reserved].
(g) In the event all or substantially all of the mortgaged and pledged property under the Mortgage, or all or substantially all such property used in the business of generating, manufacturing, transporting, transmitting, distributing or supplying electricity, should be taken by exercise of the power of eminent domain, or should any governmental body or agency exercise any right which it may have to purchase or designate a purchaser of the same, or should such property be sold to any governmental body or agency, the Company shall be obligated to redeem the 2016C Bond outstanding as promptly as possible in accordance with paragraph B of Section 69 of the Original Mortgage.
(h) In the event that the Company is notified by the IFA Trustee that (i) an event of default under the IFA Indenture has occurred and is continuing, and (ii) the IFA Trustee has declared the principal of all the IFA 2009C Bonds then outstanding immediately due and payable pursuant to the IFA Indenture, the Company shall call for redemption, on a redemption date selected by it not later than forty-five (45) days following the date on which such notice is mailed, the 2016C Bond outstanding, and shall on such redemption date redeem the same; provided, however, that such requirement of redemption shall be deemed waived, if prior to the date fixed for such redemption of the 2016C Bond (x) such event of default is waived or cured as set forth in the IFA Indenture, or (y) there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016C Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; and in case of any subsequent occurrence or continuance of the events described in (i) and (ii) of this Section 3(h), the Company shall have the same obligation (subject to the same proviso) to redeem the 2016C Bond.
(i) In the event the IFA Trustee notifies the Company and the IFA that the interest payable on the IFA 2009C Bonds held by persons other than a “substantial user” or a “related person” as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended, has been determined by a court of competent jurisdiction or a formal ruling of the Internal Revenue Service or by a written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds delivered at the request of the Company, to be no longer excludable from gross income for federal tax purposes by reason of a breach by the Company of any covenant, agreement or representation in the Loan Agreement, the Company shall call the 2016C Bond then outstanding to be redeemed on an interest payment date within one hundred eighty (180) days after the date of such notice; provided, however, that such requirement of redemption, whether in whole or in part shall be deemed waived if, prior to the date fixed for redemption of the 2016C Bond pursuant to this Section 3(i), there shall have occurred any completed default (as defined in the Mortgage) which affects any bond of any series outstanding under the Mortgage and which completed default has not been cured and made good prior to such redemption date, it being the intent of this proviso that, in lieu of such right to redemption, the holder of the 2016C Bond shall be entitled only to such rights as are available to the holders of bonds of any other series outstanding under the Mortgage in the event of such completed default; but when any such completed default shall have been cured and made good, if interest on the IFA 2009C Bonds shall still be taxable as described above, the Company shall have the same obligation (subject to the same proviso) to redeem the 2016C Bond on an interest payment date within one hundred eighty (180) days after the curing and making good of such completed default; provided further, that the Company may call for redemption such portion of the 2016C Bond, which in the written opinion of an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds, would allow the IFA Trustee to redeem the IFA 2009C Bonds in part, which redemption would have the result that the interest payable on the IFA 2009C Bonds remaining outstanding after such redemption in part would not be subject to federal income taxation in the hands of persons other than a “substantial user” or a “related person” as those terms are used in Section 147(a)(2) of the Internal Revenue Code of 1986, as amended; provided further, however, that no such determination by a court of competent jurisdiction or by the Internal Revenue Service will be considered final for this purpose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any owner of an IFA 2009C Bonds, and until the conclusion of any appellate review, if sought.
In case of redemption of 2016C Bond in whole for the purpose of prepayment under the Loan Agreement pursuant to subsections (a), (b), (c), (d), (e), (g), (h) or (i) above, the amounts payable upon redemption of 2016C Bond shall be a sum sufficient, together with other funds deposited with the IFA Trustee and available for such purpose, to pay the principal of and interest on the 2016C Bond then outstanding and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through final payment of the 2016C Bond.
In case of redemption in part pursuant to (e) or (i) above, the amount payable by the Company under this Fifty-Seventh Supplemental Indenture, the Loan Agreement and the 2016C Bond shall be a sum sufficient, together with other funds deposited with the Trustee and available for such purpose, to pay the principal of and interest on the 2016C Bond so to be redeemed, which sum together with other funds deposited with the IFA Trustee and available for such purpose shall be sufficient to pay the principal of and interest on the IFA 2009C Bonds and to pay all reasonable and necessary fees and expenses of the IFA Trustee accrued and to accrue through such partial prepayment.
The 2016C Bond and the IFA 2009C Bonds shall be redeemable at any time within one hundred eighty (180) days following the event or events described as giving rise to an option of the Company to redeem them in subsections (a), (b), (c), (d) or (e) above.
To exercise any of the options granted to redeem the 2016C Bond in whole or in part or to comply with any obligations to redeem the 2016C Bond in whole or in part imposed in this Section 3, the Company shall give written notice of the date of redemption to the IFA Trustee, which date shall be not less than thirty (30) days nor more than ninety (90) days from the date the notice is mailed. No further notice, by publication or otherwise, shall be required for redemption of the 2016C Bond, and the requirements of Section 59 of the Mortgage for notice by newspaper publication shall not apply to the 2016C Bond.
At the option of the holder, the 2016C Bond, upon surrender thereof at the office or agency of the Company in Chicago, Illinois, together with a written instrument of transfer in form approved by the Company duly executed by the holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount of fully registered bonds of the same series of other authorized denominations.
The 2016C Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016C Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in this Fifty-Seventh Supplemental Indenture.
The Company shall not be required to transfer or exchange the 2016C Bond for a period of ten (10) days next preceding any interest payment date of said bond.
Except as set forth herein, no charge shall be made upon any transfer or exchange of any of the 2016C Bond other than for any tax or taxes or other governmental charge required to be paid by the Company.
The 2016C Bond shall be limited to an aggregate principal amount of Sixty Million Dollars ($60,000,000) and shall be issued under the provisions of Article VI of the Original Mortgage.
SECTION 4. The 2016C Bond, and the Trustee’s Certificate to be endorsed thereon, shall be in the following forms, respectively:
[Form Of Face Of 2016C Bond]
This First Mortgage Bond, 4.90% Series C, Due 2016 (hereinafter called the “2016C Bond”) is not transferable except to a successor trustee under the Indenture of Trust dated as of May 1, 2009, between the Indiana Finance Authority and U.S. Bank National Association, as the Trustee, or to Indianapolis Power & Light Company.
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.90% Series C,
Due 2016
Due January 1, 2016
No. $
INDIANAPOLIS POWER & LIGHT COMPANY, a corporation of the State of Indiana (hereinafter called the “Company”), for value received, hereby promises to pay to U.S. Bank National Association, as the Trustee (hereinafter called the “IFA Trustee”) under the Indenture of Trust between the Indiana Finance Authority (the “IFA”) and the IFA Trustee, dated as of May 1, 2009 (the “IFA Indenture”) or registered assigns, on January 1, 2016, at the office of the Company, in the City of Indianapolis, State of Indiana, or if no such office is maintained at the time by the Company, then at the office or agency of the Company for such purpose in the City of Chicago, State of Illinois, principal in the amount of Sixty Million Dollars ($60,000,000) in lawful money of the United States of America, and interest thereon from and including the most recent date to which interest has been paid, or if no interest has been paid from June 9, 2009, through but excluding the date on which interest is paid, at a rate of Four and Nine-Tenths percent (4.90%) per annum (determined on the basis of a 360-day year of twelve 30-day months) in like lawful money at said office or agency, on January 1 and July 1 of each year commencing on July 1, 2009, until the Company’s obligation with respect to the payment of such principal shall have been discharged. The interest payable hereunder on January 1 or July 1 will be paid to the registered owner of this 2016C Bond at or before the close of business on such dates, or if such date shall be a Saturday, Sunday, holiday or a day on which banking institutions in the City of Indianapolis or the city of any paying agents are authorized by law to close, on or before the close of business on the next succeeding business day on which such banking institutions are open for business.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS 2016C Bond SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
No recourse shall be had for the payment of the principal of or interest on this 2016C Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the terms of the Mortgage, as herein defined.
This 2016C Bond shall not become obligatory until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Mortgage, as herein defined, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, Indianapolis Power & Light Company has caused this 2016C Bond to be signed in its name by its President or one of its Vice-Presidents, by his signature or a facsimile thereof, and its corporate seal to be affixed hereon, attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof.
INDIANAPOLIS POWER & LIGHT | ||||
COMPANY | ||||
Date: | By: | |||
Attest: | ||||
By:_______________________ |
[Form Of Trustee’s Certificate On 2016C Bond]
Trustee’s Certificate
This 2016C Bond is one of the bonds, of the series herein designated, provided for in the within-mentioned Mortgage and Fifty-Seventh Supplemental Indenture thereto.
THE BANK OF NEW YORK MELLON | ||||
TRUST COMPANY, N.A., as successor | ||||
in interest to AMERICAN NATIONAL | ||||
BANK AND TRUST COMPANY OF | ||||
CHICAGO | ||||
Trustee | ||||
By:______________________________ | ||||
Authorized Signature |
[Form Of Reverse Side Of 2016C Bond]
INDIANAPOLIS POWER & LIGHT COMPANY
First Mortgage Bond, 4.90% Series C,
Due 2016
Due January 1, 2016
This 2016C Bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 4.90% Series C, Due 2016 (herein called the “2016C Bond”) limited in aggregate principal amount to Sixty Million Dollars ($60,000,000) and established by a Fifty-Seventh Supplemental Indenture dated as of May 1, 2009, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of May 1, 1940, executed by the Company to American National Bank and Trust Company of Chicago (predecessor to The Bank of New York Mellon Trust Company, N.A.), as the Trustee (which Mortgage and Deed of Trust as supplemented and modified by all supplemental indentures thereto is hereinafter referred to as the “Mortgage”), to which Mortgage reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the bonds in respect of such security, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are secured.
This 2016C Bond evidences and secures a loan made by the Indiana Finance Authority (the “IFA”) to the Company, pursuant to a Loan Agreement, dated as of May 1, 2009, between the IFA and the Company (the “Loan Agreement”). In order to obtain funds for such loan, the IFA, contemporaneously with the issue of this 2016C Bond, will issue Sixty Million Dollars ($60,000,000) principal amount of its Environmental Facilities Refunding Revenue Bonds, Series 2009C (Indianapolis Power & Light Company Project) (the “IFA 2009C Bonds”) under and pursuant to the Indenture of Trust between the IFA and U.S. Bank National Association, as trustee (the “IFA Trustee”), dated as of May 1, 2009 (the “IFA Indenture”). The IFA 2009C Bonds are payable from payments made by the Company of principal of and interest on this 2016C Bond and from moneys in the Bond Fund created under the IFA Indenture. The obligation of the Company to pay the principal of and interest on this 2016C Bond shall be discharged to the extent that any moneys in said Bond Fund are available for payments on the IFA 2009C Bonds and are directed by the Company to be applied thereto, all as provided in the Fifty-Seventh Supplemental Indenture.
This 2016C Bond is not subject to redemption, except as provided in Section 3 of the Fifty-Seventh Supplemental Indenture, to which reference is made for full description of redemption provisions.
With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or any instruments supplemental thereto may be modified or altered by affirmative vote of the holders of at least sixty-six and two thirds per centum (66-2/3%) in principal amount of the bonds affected by such modification or alteration then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this 2016C Bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest without the consent of the holder hereof. The principal hereof may be declared or may become due and payable prior to the stated date of maturity hereof, on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.
No reference herein to the Mortgage, and no provision of this 2016C Bond or of the Mortgage, shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay, subject to the provisions of the Fifty-Seventh Supplemental Indenture, the principal of, and premium, if any, and interest on this 2016C Bond at the place, at the respective times and at the rate and the manner herein prescribed.
This 2016C Bond is issuable only in full registered form without coupons in denominations of Five Thousand Dollars and any larger denomination which is a whole multiple of Five Thousand Dollars.
This 2016C Bond will be nontransferable except to the IFA Trustee and successors thereto, if any, and to the Company. To the extent that it is transferable, it is transferable by the registered holder thereof, in person or by attorney duly authorized in writing, on the books of the Company at the office or agency of the Company in the City of Chicago, Illinois, upon surrender thereof for cancellation at said office and upon presentation of a written instrument of transfer duly executed. Thereupon, the Company shall issue in the name of the transferee, and the Trustee shall authenticate and deliver, a new registered 2016C Bond or Bonds, in authorized denominations, of equal aggregate principal amount. Any such transfer shall be subject to the terms and conditions specified in the Mortgage and in the Fifty-Seventh Supplemental Indenture.
[End Of 2016C Bond Form]
SECTION 5. Until the 2016C Bond in definitive form is ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, a fully registered 2016C Bond in temporary form, as provided in Section 15 of the Original Mortgage.
SECTION 6. The Company covenants and agrees that it will duly and punctually pay to the holder of the 2016C Bond the principal thereof and interest on said bond at the dates and place and in the manner mentioned therein; provided, however, that:
(a) The obligation of the Company to pay the principal of and interest on the 2016C Bond shall be discharged to the extent that any moneys in the Series 2009C Bond Fund within the Bond Fund (as defined in the IFA Indenture) created under and pursuant to the IFA Indenture are available for the payment of the principal of or interest on the IFA 2009C Bonds and are directed by the Company to be applied to the payment thereof in the manner provided in the IFA Indenture on or prior to the dates on which the Company is required to pay the principal of or interest on the 2016C Bond.
(b) Except as otherwise provided in this Section 6, the principal amount of any IFA 2009C Bond acquired by the Company and delivered to the IFA Trustee, or acquired by the IFA Trustee and cancelled, shall be credited against the obligation of the Company to pay the principal of the 2016C Bond.
As the principal of and interest on the 2016C Bond is paid or deemed paid in full, and upon its receipt by the Company, such bond shall be delivered to the Trustee for cancellation. The Company shall promptly inform the Trustee of all payments made and credits availed of with respect to its obligations on the 2016C Bond. The Trustee shall not be required to recognize any payment made or credit availed of with respect to any 2016C Bond unless it has received (a) the bond for cancellation by it, or (b) a certificate signed by a duly authorized officer of the IFA Trustee specifying the amount of such payment or credit and the principal amount of the 2016C Bond with respect to which the payment or credit was applied. In the absence of receipt by the Trustee of any 2016C Bond, any such certificate shall be controlling and conclusive.
SECTION 7. The covenant of the Company to make annual payments to the Trustee for a Maintenance and Improvement Fund as contained in Section 41 of the Original Mortgage and in the first twenty-four Supplemental Indentures to the Original Mortgage creating the several series of First Mortgage Bonds presently outstanding under such Supplemental Indentures shall not apply to nor be for the benefit of the 2016C Bond, and the Company reserves the right, without any consent of, or other action by, the holder of the 2016C Bond, to amend, modify or delete the provisions of the Mortgage relating to such Maintenance and Improvement Fund and by acceptance of the 2016C Bond the holder thereof waives any right or privilege so to consent or take any other action with respect thereto.
SECTION 8. The Company covenants that, so long as the 2016C Bond shall remain outstanding, it will comply with all of the provisions of Section 47 of the Original Mortgage, including the provisions with respect to limitations on dividends and distributions and the purchase and redemption of stock.
SECTION 9. The Trustee hereby accepts the trusts herein declared, provided and created and agrees to perform the same upon the terms and conditions herein and in the Mortgage set forth and upon the following terms and conditions:
The recitals contained herein and in the bonds shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or adequacy of the security afforded hereby, or as to the validity of this Fifty-Seventh Supplemental Indenture or of the 2016C Bond issued hereunder.
SECTION 10. Whenever in this Fifty-Seventh Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Article XVII of the Original Mortgage, be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Fifty-Seventh Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 11. Nothing in this Fifty-Seventh Supplemental Indenture expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, co-partnership or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy, or claim under or by reason of this Fifty-Seventh Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, conditions, stipulations, promises and agreements in this Fifty-Seventh Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 12. The Company covenants that all of the terms, provisions and conditions of the Mortgage shall be applicable to the 2016C Bond issued hereunder, except as herein otherwise provided and except insofar as the same may be inconsistent with the provisions of this Fifty-Seventh Supplemental Indenture.
SECTION 13. This Fifty-Seventh Supplemental Indenture is dated as of May 1, 2009, although executed and delivered on the date of the acknowledgement hereof by the Trustee; and shall be simultaneously executed and delivered in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, INDIANAPOLIS POWER & LIGHT COMPANY, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by its President or a Vice-President, and its corporate seal to be hereto affixed and attested by its Secretary or an Assistant Secretary, for and on its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SUCCESSOR IN INTEREST TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, party of the second part, as Trustee, has caused its corporate name to be hereunto affixed and this instrument to be signed and acknowledged by one of its Authorized Officers, and its corporate seal to be hereto affixed and attested by one of its Authorized Officers, all as of the day, month and year first above written.
INDIANAPOLIS POWER & LIGHT | |||||
COMPANY | |||||
By: | |||||
(SEAL) | KIRK B. MICHAEL | ||||
Senior Vice President and Chief Financial | |||||
Officer | |||||
Attest: | |||||
By: | |||||
CONNIE R. HORWITZ, | |||||
Treasurer and Assistant Secretary | |||||
THE BANK OF NEW YORK MELLON | |||||
TRUST COMPANY, N.A., AS SUCCESSOR | |||||
IN INTEREST TO AMERICAN NATIONAL | |||||
BANK AND | |||||
TRUST COMPANY OF CHICAGO | |||||
By________________________________ | |||||
Derick Rush | |||||
Authorized Officer | |||||
Attest: | |||||
(SEAL) | |||||
By: | |||||
Tanya Smith, | |||||
Authorized Officer |
STATE
OF INDIANA )
)
SS:
COUNTY OF MARION )
On this 3rd day of June, in the year 2009, before me, a Notary Public in and for the County and State aforesaid, personally came KIRK B. MICHAEL, Senior Vice President and Chief Financial Officer and CONNIE R. HORWITZ, Treasurer and Assistant Secretary, of Indianapolis Power & Light Company, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Senior Vice President and Chief Financial Officer and Treasurer and Assistant Secretary, respectively. Said KIRK B. MICHAEL and CONNIE R. HORWITZ being by me severally duly sworn did depose and say that the said KIRK B. MICHAEL resides in Marion County, Indiana and the said CONNIE R. HORWITZ resides in Hamilton County, Indiana; that said KIRK B. MICHAEL is Senior Vice President and Chief Financial Officer and said CONNIE R. HORWITZ is Treasurer and Assistant Secretary of said Indianapolis Power & Light Company; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that each of them signed his name thereto by like order; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of June, 2009.
Lissa J. Adkins, | ||||
Notary Public | ||||
My Commission Expires: | ||||
October 30, 2010 | ||||
My County of Residence is: | ||||
Johnson | ||||
(NOTARIAL SEAL) |
STATE
OF INDIANA )
)
SS:
COUNTY OF MARION )
On this 3rd day of June, in the year 2009, before me, a Notary Public in and for the County and State aforesaid, personally came Derick Rush and Tanya Smith, Authorized Officers of The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago, one of the corporations described in and which executed the foregoing instrument, to me personally known and known to me personally to be such Authorized Officers. Said Derick Rush and Tanya Smith, being by me severally sworn did depose and say that the said Derick Rush resides in Hamilton County, Indiana, and that the said Tanya Smith resides in Marion County, Indiana; that said Derick Rush and Tanya Smith, are Authorized Officers of said The Bank of New York Mellon Trust Company, N.A., as successor in interest to American National Bank and Trust Company of Chicago; that each of them knows the corporate seal of said corporation; that the seal affixed to said instrument and bearing the name of said corporation is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; that each of them signed his name thereto by like authority; and each of them acknowledged the execution of said instrument on behalf of said corporation to be his free and voluntary act and deed and the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal this 3rd day of June, 2009.
Lucas Nathaniel Burgin, | ||||
Notary Public | ||||
My Commission Expires: | ||||
June 23, 2011 | ||||
My County of Residence is: | ||||
Hancock | ||||
(NOTARIAL SEAL) |
I affirm, under penalties of perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law.
Signed: | ||||
Steven W. Thornton |
This instrument was prepared by
Steven W. Thornton, Barnes & Thornburg LLP,
11 South Meridian Street, Indianapolis, IN 46204
Page
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PARTIES
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1
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RECITALS
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1
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SECTION 1
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Granting clauses
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3
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Part I Electric Distributing Systems
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3
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|
Part II Reserved
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4
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Part III Indeterminate Permits and Franchises
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4
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Part IV Other Property
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4
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General and after-acquired title
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5
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SECTION 2
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Definitions
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5
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SECTION 3
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Designation of Fifty-Eighth series of bonds and kind and denominations thereof
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6
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Designation of Company or The Bank of New York Mellon Trust Company, N.A.
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||
as paying agent
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Purpose of bonds
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||
Redemption of bonds
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Exchange of bonds
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Transfer of bonds
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Series limited to $55,000,000
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SECTION 4
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Form of fully registered bond
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12
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Form of Trustee's certificate on bonds
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14
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SECTION 5
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Temporary bonds
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17
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SECTION 6
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Payment of principal and interest; credits
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17
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SECTION 7
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Annual Payments for Maintenance and Improvement Fund
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17
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SECTION 8
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Compliance with Section 47 of Original Mortgage with respect to dividend restrictions
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18
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SECTION 9
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Acceptance of trusts by Trustee and conditions of acceptance
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18
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SECTION 10
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Successors and assigns
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19
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SECTION 11
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Limitation of rights hereunder
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20
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SECTION 12
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Compliance with terms, provisions and conditions of Mortgage
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20
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SECTION 13
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Execution in counterparts
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20
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TESTIMONIUM
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20
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SIGNATURES AND SEALS
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21
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ACKNOWLEDGEMENTS
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22
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No. | $ |
Indianapolis Power & Light
Company
|
|||||||
Dated: |
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By:
|
|||||
Attest: | |||||||
By: |
The Bank of New York Mellon Trust Company, N.A.
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||
Trustee | ||
By: | ||
Authorized Signature |
INDIANAPOLIS POWER & LIGHT
COMPANY
|
|||||
|
By
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/s/ Kelly M. Huntington | |||
(SEAL) |
Senior Vice President and
Chief Financial Officer
|
||||
Attest: | |||||
By: | /s/ Connie R. Horwitz | ||||
CONNIE R. HORWITZ,
Treasurer and Assistant Secretary
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
|
|||||
|
By
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/s/ Susan R. James | |||
Authorized Officer
|
|||||
Attest: | |||||
(SEAL) | |||||
By: | /s/ Lynda Hanna | ||||
Lynda Hanna,
Authorized Officer
|
STATE OF INDIANA | ) | |
) | SS: | |
COUNTY OF MARION | ) |
STATE OF INDIANA | ) | |
) | SS: | |
COUNTY OF MARION | ) |
|
|
/s/ Lucas Nathaniel Burgin | |||
Notary Public
|
Signed: | /s/ Steven W. Thornton |
Page
|
||
PARTIES
|
1
|
|
RECITALS
|
1
|
|
SECTION 1
|
Granting clauses
|
3
|
Part I Electric Distributing Systems
|
4 | |
Part II Reserved
|
4 | |
Part III Indeterminate Permits and Franchises
|
4 | |
Part IV Other Property
|
4 | |
General and after-acquired title
|
5 | |
SECTION 2
|
Definitions
|
5
|
SECTION 3
|
Designation of Fifty-Ninth series of bonds and kind and denominations thereof
|
6
|
Designation of Company or The Bank of New York Mellon Trust Company, N.A.
|
||
as paying agent
|
||
Purpose of bonds
|
||
Redemption of bonds
|
||
Exchange of bonds
|
||
Transfer of bonds
|
||
Series limited to $40,000,000
|
||
SECTION 4
|
Form of fully registered bond
|
13
|
Form of Trustee's certificate on bonds
|
15
|
|
SECTION 5
|
Temporary bonds
|
18
|
SECTION 6
|
Payment of principal and interest; credits
|
18
|
SECTION 7
|
Annual Payments for Maintenance and Improvement Fund
|
18
|
SECTION 8
|
Compliance with Section 47 of Original Mortgage with respect to dividend restrictions
|
19
|
SECTION 9
|
Acceptance of trusts by Trustee and conditions of acceptance
|
19
|
SECTION 10
|
Successors and assigns
|
20
|
SECTION 11
|
Limitation of rights hereunder
|
21
|
SECTION 12
|
Compliance with terms, provisions and conditions of Mortgage
|
21
|
SECTION 13
|
Execution in counterparts
|
21
|
TESTIMONIUM
|
21
|
|
SIGNATURES AND SEALS
|
22
|
|
ACKNOWLEDGEMENTS
|
23
|
No. | $ |
Indianapolis Power & Light
Company
|
|||||||
Dated: |
|
By:
|
|||||
Attest: | |||||||
By: |
The Bank of New York Mellon Trust Company, N.A.
|
||
Trustee | ||
By: | ||
Authorized Signature |
INDIANAPOLIS POWER & LIGHT
COMPANY
|
|||||
|
By
|
/s/ Kelly M. Huntington | |||
(SEAL) |
Senior Vice President and
Chief Financial Officer
|
||||
Attest: | |||||
By: | /s/ Connie R. Horwitz | ||||
CONNIE R. HORWITZ,
Treasurer and Assistant Secretary
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
|
|||||
|
By
|
/s/ Susan R. James | |||
Authorized Officer
|
|||||
Attest: | |||||
(SEAL) | |||||
By: | /s/ Lynda Hanna | ||||
Lynda Hanna,
Authorized Officer
|
STATE OF INDIANA | ) | |
) | SS: | |
COUNTY OF MARION | ) |
|
|
/s/ Lissa J. Adkins | |||
Notary Public
|
STATE OF INDIANA | ) | |
) | SS: | |
COUNTY OF MARION | ) |
|
|
/s/ Lucas Nathaniel Burgin | |||
Notary Public
|
Referenced-On Page | |||||||||
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This ‘S-4’ Filing | Date | First | Last | Other Filings | |||||
6/1/37 | 2 | ||||||||
10/1/36 | 2 | ||||||||
1/1/34 | 2 | ||||||||
8/1/30 | 2 | ||||||||
12/1/29 | 2 | ||||||||
12/1/24 | 1 | 2 | |||||||
2/1/24 | 1 | ||||||||
1/1/24 | 1 | ||||||||
10/1/23 | 1 | ||||||||
1/1/23 | 1 | ||||||||
8/1/21 | 2 | ||||||||
6/23/19 | 2 | ||||||||
10/30/18 | 2 | ||||||||
8/1/17 | 1 | ||||||||
12/1/16 | 2 | ||||||||
1/1/16 | 1 | 2 | |||||||
7/31/15 | 1 | 2 | |||||||
1/31/14 | 1 | ||||||||
7/31/13 | 2 | ||||||||
7/1/13 | 2 | ||||||||
4/11/12 | 2 | ||||||||
2/1/12 | 2 | ||||||||
Filed as of: | 10/11/11 | ||||||||
Filed on: | 10/7/11 | ||||||||
9/1/11 | 2 | ||||||||
8/1/11 | 1 | 2 | |||||||
6/23/11 | 2 | ||||||||
10/30/10 | 2 | ||||||||
8/17/09 | 2 | ||||||||
7/1/09 | 2 | ||||||||
6/9/09 | 2 | ||||||||
5/1/09 | 2 | ||||||||
6/23/08 | 2 | ||||||||
12/1/07 | 2 | ||||||||
8/1/07 | 1 | ||||||||
6/17/07 | 2 | ||||||||
6/15/07 | 2 | ||||||||
6/1/07 | 2 | ||||||||
4/12/07 | 2 | ||||||||
4/1/07 | 2 | ||||||||
12/1/06 | 2 | ||||||||
11/30/06 | 1 | 2 | |||||||
10/15/06 | 1 | ||||||||
10/6/06 | 2 | ||||||||
10/1/06 | 2 | ||||||||
9/1/06 | 2 | ||||||||
9/30/05 | 1 | 10-Q, NT 10-Q, NT 10-Q/A | |||||||
4/1/05 | 2 | ||||||||
12/31/04 | 1 | 10-K, U-3A-2 | |||||||
12/1/04 | 1 | ||||||||
10/1/04 | 2 | ||||||||
7/1/04 | 2 | ||||||||
2/1/04 | 1 | ||||||||
1/13/04 | 2 | ||||||||
1/1/04 | 2 | ||||||||
10/1/03 | 1 | ||||||||
8/1/03 | 2 | ||||||||
1/1/03 | 1 | ||||||||
2/9/02 | 2 | ||||||||
2/1/02 | 2 | ||||||||
1/31/02 | 2 | ||||||||
12/1/01 | 1 | 2 | |||||||
11/30/01 | 1 | 2 | |||||||
8/1/01 | 1 | 2 | |||||||
9/1/99 | 2 | ||||||||
7/24/98 | 1 | ||||||||
5/22/98 | 1 | ||||||||
6/23/96 | 1 | ||||||||
12/1/95 | 2 | ||||||||
10/18/95 | 1 | ||||||||
10/11/95 | 1 | ||||||||
10/1/95 | 1 | 2 | |||||||
6/11/95 | 1 | ||||||||
6/1/95 | 1 | ||||||||
5/31/95 | 1 | ||||||||
1/15/95 | 1 | 2 | |||||||
1/1/95 | 2 | ||||||||
12/1/94 | 1 | ||||||||
5/22/94 | 1 | ||||||||
2/1/94 | 1 | 2 | |||||||
1/31/94 | 1 | ||||||||
10/1/93 | 1 | 2 | |||||||
7/1/93 | 1 | ||||||||
6/30/93 | 1 | ||||||||
4/1/93 | 1 | 2 | |||||||
8/1/92 | 1 | 2 | |||||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/24 Ipalco Enterprises, Inc. 10-K/A 12/31/23 13:1.1M 2/27/24 Ipalco Enterprises, Inc. 10-K 12/31/23 97:22M 4/28/23 Ipalco Enterprises, Inc. 10-K/A 12/31/22 15:7.5M 3/01/23 Ipalco Enterprises, Inc. 10-K 12/31/22 100:24M 5/02/22 Ipalco Enterprises, Inc. 10-K/A 12/31/21 13:1.1M 2/28/22 Ipalco Enterprises, Inc. 10-K 12/31/21 100:22M 3/22/21 Ipalco Enterprises, Inc. S-4 101:22M 3/19/21 Ipalco Enterprises, Inc. 10-K/A 12/31/20 14:1.1M 2/25/21 Ipalco Enterprises, Inc. 10-K 12/31/20 99:21M |