LEASE SUPPLEMENT NO. 1
LEASE SUPPLEMENT NO. 1 (I&M Trust 5) dated as of
October 15, 1990, to Lease Agreement (I&M Trust 5) dated as of
December 1, 1989 (the "Original Lease"), between WILMINGTON TRUST
COMPANY, a Delaware banking corporation, not in its individual
capacity but solely as Owner Trustee under the Amended and
Restated Trust Agreement (I&M Trust 5) dated as of December 1,
1989 with SNET Credit, Inc., a Connecticut corporation, as
Lessor, and INDIANA MICHIGAN POWER COMPANY, an Indiana
corporation, as Lessee.
WHEREAS, the Original Lease was recorded in the Office
of the Recorder of Spencer County, Indiana, on the 7th day of
December, 1989, as Instrument No. 89-4193 in Book No. 57, Page
No. 334;
WHEREAS, the Original Lease provides that in the event
any of the Pricing Assumptions proves to have been incorrect or
any Refunding Notes are issued, then in such cases (a) the
percentages for Basic Rent, Stipulated Loss Value and Termination
Value set forth, respectively, in Schedules 1, 2 and 3 to the
Original Lease shall be adjusted so as to preserve the Owner
Participant's Initial Theoretical Return, and (b) the Lessor and
the Lessee shall execute a supplement to the Original Lease
amending Schedules 1, 2 and 3 thereof to set forth such
recalculated percentages for Basic Rent, Stipulated Loss Value
and Termination Value, respectively; and
WHEREAS, Transaction Expenses paid by the Owner Trustee
with funds provided by the Owner Participant are other than as
set forth in the original Pricing Assumptions, and Refunding
Notes were issued on February 8, 1990, and on June 20, 1990, to
refund the Initial Series A Notes;
NOW, THEREFORE, in consideration of the premises and
other good and sufficient consideration, the Lessor and the
Lessee hereby agree as follows:
1. Capitalized terms used in this Lease Supplement and
not defined herein shall have the respective meanings assigned to
them in the Original Lease.
2. The percentages for Basic Rent set forth in
Schedule 1 hereto, the Stipulated Loss Value percentages set
forth in Schedule 2 hereto and the Termination Value percentages
set forth in Schedule 3 hereto shall replace any prior Schedules
1, 2 and 3 of the Original Lease, respectively, for all purposes.
3. This Lease Supplement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.
4. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
EXCEPT AS TO MATTERS RELATING TO THE CREATION OF LEASEHOLD AND
SUBLEASEHOLD ESTATES HEREUNDER AND THE EXERCISE OF RIGHTS AND
REMEDIES WITH RESPECT TO SUCH LEASEHOLD AND SUBLEASEHOLD ESTATES,
WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF INDIANA.
5. The Owner Participant hereby authorizes and directs
the Owner Trustee, pursuant to Section 5.02 of the Trust
Agreement, to execute and deliver this Lease Supplement, perform
the terms of the Original Lease, as amended by this Lease
Supplement, and to execute and deliver Amendment No. 1 to Form U-
7D which is in a form approved by the Owner Participant.
6. This Lease Supplement may be executed in any number
of counterparts and by each of the parties hereto in separate
counterparts, all such counterparts together constituting but one
and the same instrument.
IN WITNESS WHEREOF, the Lessor and Lessee have caused
this Lease Supplement to be duly executed as of the date and year
set forth in the opening paragraph hereof.
Lessor
WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee
[CORPORATE SEAL]
Attest: /s/ Emmett R. Harmon By: /s/ James P. Lawler
Name: Emmett R. Harmon Name: James P. Lawler
Title: Vice President Title: Financial Services Officer
Lessee
INDIANA MICHIGAN POWER COMPANY
[CORPORATE SEAL]
Attest: /s/ Jeffrey D. Cross By: /s/ G. P. Maloney
Name: Jeffrey D. Cross Name: G.P. Maloney
Title: Asst. Secretary Title: Vice President
Consented and agreed to
SNET CREDIT INC.
By: /s/ Michael J. Marchese
Name: Michael J. Marchese
Title: Vice President
STATE OF DELAWARE )
COUNTY OF NEW CASTLE) SS.:
On this, the 30th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared James P. Lawler and Emmett R. Harmon, the Financial
Services Officer and Vice President of WILMINGTON TRUST COMPANY,
who acknowledged themselves to be duly authorized officers of
WILMINGTON TRUST COMPANY, and that, as such officers, being
authorized to do so, they executed the foregoing instrument for
the purposes therein contained by signing and attesting the name
of WILMINGTON TRUST COMPANY.
/s/ Sonja F. Allen
Name: Sonja F. Allen
Notary Public
My Commission Expires: 5-30-92
Residing in New Castle County
STATE OF OHIO )
COUNTY OF FRANKLIN ) SS.:
On this, the 26th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared G.P. Maloney and Jeffrey D. Cross, the Vice President
and Assistant Secretary of INDIANA MICHIGAN POWER COMPANY, who
acknowledged themselves to be duly authorized officers of INDIANA
MICHIGAN POWER COMPANY, and that, as such officers, being
authorized to do so, they executed the foregoing instrument for
the purposes therein contained by signing and attesting the name
of INDIANA MICHIGAN POWER COMPANY.
/s/ Mary M. Soltesz
Name: MARY M. SOLTESZ
Notary Public
My Commission Expires: 7-13-94
Residing in Franklin County
STATE OF CONNECTICUT)
COUNTY OF NEW HAVEN ) SS.:
On this, the 30th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared Michael J. Marchese, the Vice President of SNET CREDIT
INC., who acknowledged himself to be a duly authorized officer of
SNET CREDIT INC., and that, as such officer, being authorized to
do so, he executed the foregoing instrument for the purposes
therein contained by signing the name of SNET CREDIT INC.
/s/ Joyce E. Basen
Name: Joyce E. Basen
Notary Public
My Commission Expires: 3-31-93
Residing in N.H. County
This instrument was prepared by James M. Cotter,
425 Lexington Avenue, New York, New York 10017-3939.
Schedule 1
[SNET]
BASIC RENT PERCENTAGES
Basic Rent Payment Date Basic Rent Percentage
December 7, 1990 4.341956830%
June 7, 1991 4.341956830
December 7, 1991 4.341956830
June 7, 1992 4.341956830
December 7, 1992 4.341956830
June 7, 1993 4.341956830
December 7, 1993 4.341956830
June 7, 1994 4.341956830
December 7, 1994 4.341956830
June 7, 1995 4.341956830
December 7, 1995 4.341956830
June 7, 1996 4.341956830
December 7, 1996 4.341956830
June 7, 1997 4.341956830
December 7, 1997 4.341956830
June 7, 1998 4.341956830
December 7, 1998 4.341956830
June 7, 1999 4.341956830
December 7, 1999 4.341956830
June 7, 2000 4.341956830
December 7, 2000 4.341956830
June 7, 2001 4.341956830
December 7, 2001 4.341956830
June 7, 2002 4.341956830
December 7, 2002 4.341956830
June 7, 2003 4.341956830
December 7, 2003 4.341956830
June 7, 2004 4.341956830
December 7, 2004 4.341956830
June 7, 2005 4.341956830
December 7, 2005 4.341956830
June 7, 2006 4.341956830
December 7, 2006 4.341956830
June 7, 2007 4.341956830
December 7, 2007 4.341956830
June 7, 2008 4.341956830
December 7, 2008 4.341956830
June 7, 2009 4.341956830
December 7, 2009 4.341956830
June 7, 2010 4.341956830
December 7, 2010 4.341956830
June 7, 2011 4.341956830
December 7, 2011 4.341956830
June 7, 2012 4.341956830
December 7, 2012 4.341956830
June 7, 2013 4.341956830
December 7, 2013 4.341956830
June 7, 2014 4.341956830
December 7, 2014 4.341956830
June 7, 2015 4.341956830
December 7, 2015 4.341956830
June 7, 2016 4.341956830
December 7, 2016 4.341956830
June 7, 2017 4.341956830
December 7, 2017 4.341956830
June 7, 2018 4.341956830
December 7, 2018 4.341956830
June 7, 2019 4.341956830
December 7, 2019 4.341956830
June 7, 2020 4.341956830
December 7, 2020 4.341956830
June 7, 2021 4.341956830
December 7, 2021 4.341956830
June 7, 2022 4.341956830
December 7, 2022 4.341956830
Schedule 2
[SNET]
STIPULATED LOSS VALUE PERCENTAGES
Stipulated Loss
Basic Rent Payment Date Value Percentage
December 7, 1990 104.959733226%
June 7, 1991 106.057565150
December 7, 1991 107.051749347
June 7, 1992 107.957276152
December 7, 1992 108.768680180
June 7, 1993 109.499884855
December 7, 1993 110.147708846
June 7, 1994 110.719806501
December 7, 1994 111.202884163
June 7, 1995 111.608247712
December 7, 1995 111.934782379
June 7, 1996 112.188723501
December 7, 1996 112.359004590
June 7, 1997 112.450314609
December 7, 1997 112.451540496
June 7, 1998 112.366930858
December 7, 1998 112.185329172
June 7, 1999 111.910508367
December 7, 1999 111.531272727
June 7, 2000 111.050881886
December 7, 2000 110.458106411
June 7, 2001 109.755652154
December 7, 2001 108.932263233
June 7, 2002 108.012897533
December 7, 2002 107.042634578
June 7, 2003 106.025839344
December 7, 2003 104.960280151
June 7, 2004 103.843618371
December 7, 2004 102.673403236
June 7, 2005 101.447066328
December 7, 2005 100.160942341
June 7, 2006 98.812116515
December 7, 2006 97.397531905
June 7, 2007 95.914496035
December 7, 2007 94.402196171
June 7, 2008 92.841953389
December 7, 2008 91.238177870
June 7, 2009 89.582764455
December 7, 2009 87.881184356
June 7, 2010 86.124855722
December 7, 2010 84.320411646
June 7, 2011 82.458935344
December 7, 2011 80.546512804
June 7, 2012 78.573682603
December 7, 2012 76.546903474
June 7, 2013 74.456141762
December 7, 2013 72.308251057
June 7, 2014 70.092609348
December 7, 2014 67.816532160
June 7, 2015 65.468752555
December 7, 2015 63.056978160
June 7, 2016 60.570748889
December 7, 2016 58.015270016
June 7, 2017 55.382926834
December 7, 2017 52.679982325
June 7, 2018 49.920371630
December 7, 2018 47.141183833
June 7, 2019 44.336504272
December 7, 2019 41.523062070
June 7, 2020 38.695119295
December 7, 2020 35.871840691
June 7, 2021 33.047525182
December 7, 2021 30.244073388
June 7, 2022 27.588261287
December 7, 2022 25.000000000
Schedule 3
[SNET]
TERMINATION VALUE PERCENTAGES
Termination
Basic Rent Payment Date Value Percentage
December 7, 1990 104.959733226%
June 7, 1991 106.057565150
December 7, 1991 107.051749347
June 7, 1992 107.957276152
December 7, 1992 108.768680180
June 7, 1993 109.499884855
December 7, 1993 110.147708846
June 7, 1994 110.719806501
December 7, 1994 111.202884163
June 7, 1995 111.608247712
December 7, 1995 111.934782379
June 7, 1996 112.188723501
December 7, 1996 112.359004590
June 7, 1997 112.450314609
December 7, 1997 112.451540496
June 7, 1998 112.366930858
December 7, 1998 112.185329172
June 7, 1999 111.910508367
December 7, 1999 111.531272727
June 7, 2000 111.050881886
December 7, 2000 110.458106411
June 7, 2001 109.755652154
December 7, 2001 108.932263233
June 7, 2002 108.012897533
December 7, 2002 107.042634578
June 7, 2003 106.025839344
December 7, 2003 104.960280151
June 7, 2004 103.843618371
December 7, 2004 102.673403236
June 7, 2005 101.447066328
December 7, 2005 100.160942341
June 7, 2006 98.812116515
December 7, 2006 97.397531905
June 7, 2007 95.914496035
December 7, 2007 94.402196171
June 7, 2008 92.841953389
December 7, 2008 91.238177870
June 7, 2009 89.582764455
December 7, 2009 87.881184356
June 7, 2010 86.124855722
December 7, 2010 84.320411646
June 7, 2011 82.458935344
December 7, 2011 80.546512804
June 7, 2012 78.573682603
December 7, 2012 76.546903474
June 7, 2013 74.456141762
December 7, 2013 72.308251057
June 7, 2014 70.092609348
December 7, 2014 67.816532160
June 7, 2015 65.468752555
December 7, 2015 63.056978160
June 7, 2016 60.570748889
December 7, 2016 58.015270016
June 7, 2017 55.382926834
December 7, 2017 52.679982325
June 7, 2018 49.920371630
December 7, 2018 47.141183833
June 7, 2019 44.336504272
December 7, 2019 41.523062070
June 7, 2020 38.695119295
December 7, 2020 35.871840691
June 7, 2021 33.047525182
December 7, 2021 30.244073388
June 7, 2022 27.588261287
December 7, 2022 25.000000000