0000728391-04-000008 Sample Contracts

Amended and Restated Receivables Sale Agreement Dated as of July 20, 2004 among IPL Funding Corporation, as the Seller, ABN AMRO Bank N.V., as the Agent, the Liquidity Providers from time to time party hereto, and Windmill Funding Corporation
Receivables Sale Agreement • August 9th, 2004 • Ipalco Enterprises, Inc. • Electric services • Illinois

Amended and Restated Receivables Sale Agreement, dated as of July 20, 2004, among the liquidity providers party hereto (the "Liquidity Providers"), Windmill Funding Corporation, a Delaware corporation ("Windmill"), ABN AMRO Bank N.V., as agent for the Purchasers (the "Agent"), and IPL Funding Corporation, an Indiana corporation (the "Seller"). Certain capitalized terms used herein, and certain rules of construction, are defined in Schedule I. The sole initial Liquidity Provider and the Commitments of all Liquidity Providers are listed on Schedule II.

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FIRST AMENDMENT
Ipalco Enterprises, Inc. • August 9th, 2004 • Electric services

THIS FIRST AMENDMENT dated as of June 2, 2004 (this "Amendment") is to the Credit Agreement (the "Credit Agreement") dated as of June 4, 2003 among INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana ccorporation (the "Borrower"), various financial institutions (the "Banks") and LASALLE BANK NATIONAL ASSOCIATION, as agent for the Banks (the "Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.

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