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Exhibit 4.2
SUPPLEMENTAL
INDENTURE
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”).
W I T N E S S E T H:
WHEREAS, Section 9.02 of the Indenture provides that the Company
and the Trustee may, with certain exceptions, amend the Indenture
with respect to the Notes of any series and the Notes of such
series with the written consent of the Holders of a majority in
principal amount of the outstanding Notes of such series;
WHEREAS, the Company has distributed an Offer to Purchase and
Consent Solicitation Statement, dated April 1, 2008 (the
“Offer to Purchase”), and accompanying consent and
letter of transmittal to the Holders of the Notes in connection
with certain proposed amendments to the Indenture with respect to
the Notes as described in the Offer to Purchase (the
“Proposed Amendments”);
WHEREAS, the Holders of at least a majority in principal amount
of the Notes currently outstanding have duly consented to the
Proposed Amendments; and
WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by all necessary corporate
action on the part of the Company and all conditions and
requirements necessary to make this instrument a valid and binding
agreement have been duly performed and complied with;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Trustee mutually
covenant and agree, for the equal and ratable benefit of the
Holders of the Notes, as follows:
ARTICLE I- AMENDMENTS
Section
1.1.
Amendments to the Indenture and Notes.
(a) The
following Sections of the Indenture, and any corresponding
provisions in the Notes, are hereby deleted in their entirety and
replaced with “Intentionally Omitted.”:
Section
4.03.................................................................................Limitation
on Distributions and Intercompany Loans
Section
4.04.................................................................................Limitations
on Indebtedness
Section
4.05.................................................................................Limitations
on Liens
Section
4.06.................................................................................Limitation
on Business Activities
Section
5.01.................................................................................Limitations
on Consolidation, Merger or Sale of Assets
(b) Section
4.08 of the Indenture is hereby deleted and replaced with
“The Company shall comply with Section 314(a)(4) of the
TIA.”
(c) Section 4.09 of
the Indenture is hereby deleted and replaced with “The
Company shall comply with Section 314(a)(1) of the TIA.”
(d) Clauses
(3) and (4) of Section 6.01 of the Indenture are hereby deleted and
replaced with “Intentionally Omitted.”
(e) Any definitions
used exclusively in the provisions of the Indenture or Notes that
are deleted pursuant to Paragrap
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