0000728391-11-000008 Sample Contracts

Third Amendment Dated as of April 27, 2011 to Second Amended and Restated Receivables Sale Agreement Dated as of June 25, 2009
Third Amendment • May 9th, 2011 • Ipalco Enterprises, Inc. • Electric services • Illinois

This Third Amendment (the “Amendment”), dated as of April 27, 2011, 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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