SECOND AMENDMENT Dated as of May 31, 2005 to AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of July 20, 2004

SECOND AMENDMENT

Dated as of May 31, 2005

to

AMENDED AND R ESTATED

RECEIVABLES SALE A GREEMENT

Dated as of July 20, 2004

THIS SECOND A MENDMENT (the "Amendment" ), dated as of May 31, 2005, is entered into among IPL Funding Corporation (the "Seller" ), Windmill Funding Corporation, a Delaware corporation ( "Windmill" ), the Liquidity Provider listed on the signature page hereof (the "Liquidity Provider" ) and ABN AMRO Bank N.V., as agent for Windmill and the Liquidity Provider (the "Agent" ).

Reference is hereby made to that certain Amended and Restated Receivables Sale Agreement, dated as of July 20, 2004 (as amended, supplemented or otherwise modified through the date hereof, the "Sale Agreement" ), among the Seller, Windmill, the Liquidity Provider and the Agent. Terms used herein and not otherwise defined herein which are defined in the Sale Agreement or the other Transaction Documents (as defined in the Sale Agreement) shall have the same meaning herein as defined therein. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1 . Upon execution by the parties hereto in the space provided for th