PETITION OF INDIANAPOLIS POWER & LIGHT COMPANY, D/B/A AES INDIANA, AN INDIANA CORPORATION, FOR AUTHORITY TO (1) ISSUE FIXED OR VARIABLE RATE SECURED OR UNSECURED LONG-TERM DEBT IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $740,000,000 (WHICH INCLUDES THAT NEEDED FOR REDEMPTION OF EXISTING PREFERRED STOCK); (2) ENTER INTO CAPITAL LEASE OBLIGATIONS IN AN AGGREGATE AMOUNT OUTSTANDING AT ANY ONE TIME NOT TO EXCEED $25,000,000; (3) ENTER INTO AND USE LONG-TERM CREDIT AGREEMENTS AND LIQUIDITY FACILITIES PROVIDING ACCESS TO BORROWINGS AND OTHER FORMS OF LIQUIDITY IN AN AGGREGATE AMOUNT OUTSTANDING THEREUNDER AT ANY ONE TIME NOT TO EXCEED $750,000,000; (4) EXECUTE AND DELIVER ONE OR MORE SUPPLEMENTAL INDENTURES TO ITS MORTGAGE AND DEED OF TRUST DATED AS OF MAY 1, 1940 AS SUPPLEMENTED AND AMENDED, FOR THE PURPOSE OF CREATING OR SECURING ANY NEW SERIES OF FIRST MORTGAGE BONDS; (5) EXECUTE AND DELIVER PROMISSORY NOTES, LOAN AGREEMENTS AND OTHER DOCUMENTS EVIDENCING THE LONG-TERM DEBT AUTHORIZED HEREIN; (6) ENTER INTO INTEREST RATE RISK MANAGEMENT TRANSACTIONS IN CONNECTION WITH ITS OBLIGATIONS CURRENTLY OUTSTANDING AND AS PROPOSED TO BE ISSUED HEREIN, THROUGHOUT THE LIFE OF THE UNDERLYING OBLIGATIONS; (7) AS AN ALTERNATIVE TO THE SALE OF ALL OR A PORTION OF $65,000,000 IN PRINCIPAL AMOUNT OF LONG-TERM DEBT, ISSUE AND SELL NEW PREFERRED STOCK, IN ONE OR MORE SERIES, UP TO AN AGGREGATE PAR VALUE OF $65,000,000; (8) APPLY THE NET CASH PROCEEDS FROM THE SALE OF SUCH LONG-TERM DEBT OR ISSUANCE OF NEW SERIES OF PREFERRED STOCK, AFTER PAYMENT OF EXPENSES INCURRED IN CONNECTION THEREWITH, TO RETIRE, REFUND OR REDEEM CERTAIN SERIES OF ITS OUTSTANDING INDEBTEDNESS, TO REFUND OR REDEEM ANY OR ALL SERIES OF EXISTING PREFERRED STOCK, TO REIMBURSE ITS TREASURY, REPAY SHORT-TERM BORROWINGS, AND FINANCE ITS CONSTRUCTION PROGRAM. |