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Exhibit 4.3
EXECUTION COPY
PLEDGE AGREEMENT SUPPLEMENT
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).
1. This
Supplement is executed and delivered pursuant to the terms of the
Pledge Agreement, dated as of November 14, 2001 (as supplemented by
this Supplement and as the same has been and may hereafter be
supplemented by any other Pledge Agreement Supplement or otherwise
amended or modified, the “Pledge Agreement”), made by
the Pledgor in favor of the Collateral Agent for the benefit of the
Collateral Agent and the Secured Parties. Terms defined in the
Pledge Agreement are used herein with their defined meanings.
2. Pursuant to
the terms of the Indenture and the Pledge Agreement, the Pledgor
may incur additional secured indebtedness from time to time that is
by its terms equally and ratably secured under the Pledge Agreement
with the Obligations secured thereunder. The Pledgor and The Bank
of New York Trust Company, N.A., as Trustee, have entered into that
certain Indenture (the “2016 Indenture”), dated as of
April 15, 2008, pursuant to which the Pledgor shall issue
$400,000,000 aggregate principal amount 7.25% Senior Secured Notes
due 2016 (the "Notes"). The terms of the 2016 Indenture require
that the Pledgor equally and ratably secure its obligations under
such Notes with the Obligations secured under the Pledge Agreement.
The Pledgor hereby acknowledges and agrees that its obligations
under such Notes shall be deemed to be “Additional Debt
Obligations” pursuant to the Pledge Agreement.
3. The Pledgor
confirms and reaffirms the security interest in the Collateral
granted to the Collateral Agent, for the benefit of the Collateral
Agent and the Secured Parties under the Pledge Agreement and hereby
grants to the Collateral Agent, for the benefit of the Collateral
Agent and the other Secured Parties, a security interest in all of
its right, title and interest in the Collateral, to secure the full
and punctual payment when due and the full and punctual performance
of all of the Obligations; and hereby acknowledges and agrees that
all references to “Secured Parties” in the Pledge
Agreement shall be deemed to include all holders of the Additional
Secured Debt as described on Schedule 1 hereto.
4. The Pledgor
hereby represents and warrants that the representations and
warranties contained in Section 4 of the Pledge Agreement are true
and correct on the date of this Supplement with all references
therein and elsewhere in the Pled
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