AMENDMENT NO. 1 dated as of July 15, 2000,
to the Rights Agreement dated as of June 28, 1990,
as amended and restated as of April 28, 1998 (the "Rights Agreement"),
between IPALCO ENTERPRISES, INC. (the "Corporation")
and FIRST CHICAGO TRUST COMPANY OF NEW YORK,
as Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in
accordance with Section 27 thereof, the following actions
are hereby taken prior to executing the Share Exchange
Agreement referred to below:
Section 1. Amendments to Rights Agreement. The
Rights Agreement is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a)
of the Rights Agreement is amended to add the following
sentence at the end thereof:
"Notwithstanding anything in this Agreement to
the contrary, none of The AES Corporation or
any Affiliate or Associate of The AES
Corporation shall be deemed to be an Acquiring
Person, either individually or collectively,
solely by virtue of (i) the announcement of the
Share Exchange (as such term is defined in the
Share Exchange Agreement), (ii) the acquisition
of Common Shares pursuant to the Share
Exchange, (iii) the execution of the Share
Exchange Agreement or (iv) the consummation of
the Share Exchange or of the other transactions
contemplated by the Share Exchange Agreement."
(b) The following definition shall be added to Section 1
of the Rights Agreement:
"(s) "Share Exchange Agreement" shall mean
the Agreement and Plan of Share Exchange
dated as of July 15, 2000, between The AES
Corporation and the Corporation."
(c) Section 1(h) of the Rights Agreement is amended to
add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to
the contrary, a Distribution Date shall not be
deemed to have occurred solely as the result of
(i) the announcement of the Share Exchange,
(ii) the acquisition of Common Shares pursuant
to the Share Exchange, (iii) the execution of
the Share Exchange Agreement or (iv) the
consummation of the Share Exchange or of the
other transactions contemplated by the Share
Exchange Agreement."; and
(d) The following sentence shall be added to the end of
Section 11(a)(iii):
"From and after the Effective Time, as defined
in the Share Exchange Agreement, any Rights
that are or were acquired or beneficially owned
by The AES Corporation or any Associate or
Affiliate of The AES Corporation shall become
null and void."
Section 2. Full Force and Effect. Except as
expressly amended hereby, the Rights Agreement shall
continue in full force and effect in accordance with the
provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the law of
the State of Indiana applicable to contracts to be made
and performed entirely within such State.
IN WITNESS WHEREOF, the Corporation and the Rights
Agreement have caused this Agreement to be duly executed
as of the day and year first above written.
IPALCO ENTERPRISES, INC.,
By: /s/ John R. Hodowal
John R. Hodowal
Chairman of the Board and
President
FIRST CHICAGO TRUST COMPANY
OF NEW YORK, as Rights
Agent,
By:
Name:
Title:
