0000728391-10-000014 Sample Contracts

Second Amendment Dated as of May 25, 2010 to Second Amended and Restated Receivables Sale Agreement Dated as of June 25, 2009
Receivables Sale Agreement • August 6th, 2010 • Ipalco Enterprises, Inc. • Electric services • Illinois

This Second Amendment (the “Amendment”), dated as of May 25, 2010, is entered into among IPL Funding Corporation (the “Seller”), Indianapolis Power & Light Company (the “Collection Agent”), Windmill Funding Corporation, a Delaware corporation (“Windmill”), the Liquidity Provider listed on the signature page hereof (the “Liquidity Provider”) and The Royal Bank of Scotland plc, as agent for Windmill and the Liquidity Provider (the “Agent”).

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