0000728391-08-000004 Sample Contracts

IPALCO ENTERPRISES, INC. as Issuer and The Bank of New York Trust Company, N.A., as Trustee Indenture Dated as April 15, 2008
Ipalco Enterprises, Inc. • April 17th, 2008 • Electric services • New York

INDENTURE, dated as of April 15, 2008, between IPALCO Enterprises, Inc., an Indiana corporation, as the Company, and The Bank of New York Trust Company, N.A., a national banking association, as Trustee.

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PLEDGE AGREEMENT SUPPLEMENT
Pledge Agreement Supplement • April 17th, 2008 • Ipalco Enterprises, Inc. • Electric services

PLEDGE AGREEMENT SUPPLEMENT dated April 15, 2008, (this “Supplement”) made by IPALCO Enterprises, Inc., an Indiana corporation (the “Pledgor”), in favor of The Bank of New York Trust Company, N.A., a national banking association, as successor collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Pledge Agreement referred to below).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 17th, 2008 • Ipalco Enterprises, Inc. • Electric services • New York

SUPPLEMENTAL INDENTURE, dated as of April 15, 2008 (this “Supplemental Indenture”), by and between IPALCO Enterprises, Inc., an Indiana corporation (the “Company”) and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”), to the Indenture, dated November 14, 2001, by and among the Company and the Trustee, pursuant to which the Company has $375 million aggregate principal amount of 8.375% Senior Secured Notes due 2008 (original coupon 7.375%, CUSIP 462613AB6) (the “Notes”) outstanding (the “Indenture”).

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