Indenture Supplemental
to
Mortgage and Deed of Trust
(Dated as of June 1, 1939)
EXECUTED BY
INDIANA MICHIGAN POWER COMPANY
(Formerly Indiana & Michigan Electric Company)
TO
THE BANK OF NEW YORK
(Formerly Irving Trust Company)
Trustee
Dated as of October 15, 1993
$40,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.20% Series due February 1, 2024
TABLE OF CONTENTS*
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals
Execution of Mortgage and supplemental indentures . . . . 1
Termination of Individual Trustee . . . . . . . . . . . . 2
Acquisition of property rights and property . . . . . . . 2
Provision for issuance of bonds in one or
more series . . . . . . . . . . . . . . . . . . . . . . 2
Right to execute supplemental indenture . . . . . . . . . 2
First Mortgage Bonds heretofore issued in
several series. . . . . . . . . . . . . . . . . . . . . 3
Issue of new First Mortgage Bonds, Designated Secured
Medium Term Notes, of the 46th Series . . . . . . . . . 3
Fourth 1993 Supplemental Indenture . . . . . . . . . . . 3
Compliance with legal requirements. . . . . . . . . . . . 3
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 3
Description of Property. . . . . . . . . . . . . . . . . . . . 4
Appurtenances, Etc.. . . . . . . . . . . . . . . . . . . . . . 4
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Subject to Reservations, Etc.. . . . . . . . . . . . . . . . . 5
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 5
Sec. 1. Supplement to Original Indenture by addition of
new Sec. 20 SS thereto . . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition of
new Article III XXX. . . . . . . . . . . . . . . . .9
Sec. 3. Provisions for record date for meetings of bond-
holders. . . . . . . . . . . . . . . . . . . . . . .9
Sec. 4. Fourth 1993 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . 10
Limitation on rights of others . . . . . . . . . . 10
Trustee assumes no responsibility for
correctness of recitals of fact. . . . . . . . . . 10
Execution in counterparts. . . . . . . . . . . . . 10
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Signatures and Seals . . . . . . . . . . . . . . . . . . . . . 11
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . . 13
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
_________________________________
* The Table of Contents shall not be deemed to be any part of
the Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the fifteenth day of
October in the year One Thousand Nine Hundred and Ninety-Three,
made and entered into by and between Indiana Michigan Power
Company, a corporation of the State of Indiana, the corporate title
of which was, prior to September 9, 1987, Indiana & Michigan
Electric Company, with its principal executive office and place of
business located at One Summit Square, Fort Wayne, Indiana 46801
(hereinafter sometimes called the "Company"), party of the first
part, and The Bank of New York (formerly Irving Trust Company), a
corporation of the State of New York, with its principal corporate
trust office at 101 Barclay Street, New York, N.Y. 10286
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of June 1, 1939, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of
September 1, 1948, an Indenture Supplemental to Mortgage and Deed
of Trust, dated as of June 1, 1950, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of January 1, 1952, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
September 1, 1953, an Indenture Supplemental to Mortgage and Deed
of Trust, dated as of October 1, 1954, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of February 1, 1958, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
November 1, 1958, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of August 1, 1963, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of May 1, 1968, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1969, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of April 1, 1970, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of February 1, 1971, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of December 1,
1973, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 1, 1974, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of March 1, 1975, an Indenture Supplemental
to Mortgage and Deed of Trust, dated as of September 1, 1975, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
March 1, 1978, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of January 1, 1979, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of February 1, 1980, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
June 1, 1980, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of March 1, 1981, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of November 1, 1981, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
April 1, 1982, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of August 1, 1983, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of July 1, 1986, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1986, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of February 1, 1987, a further Indenture Supplemental to
Mortgage and Deed of Trust, dated as of February 1, 1987, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
May 1, 1987, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of July 1, 1987, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of May 1, 1991, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1991, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 3, 1991, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of May 1, 1992, an Indenture Supplemental
to Mortgage and Deed of Trust, dated as of October 15, 1992, an
Indenture Supplemental to Mortgage and Deed of Trust dated as of
December 1, 1992, an Indenture Supplemental to Mortgage and Deed of
Trust dated as of June 1, 1993, an Indenture Supplemental to
Mortgage and Deed of Trust dated as of August 1, 1993 and an
Indenture Supplemental to Mortgage and Deed of Trust dated as of
September 15, 1993 (hereinafter called the "Third 1993 Supplemental
Indenture") (the Mortgage and Deed of Trust, as amended and
supplemented by said Supplemental Indentures, being hereinafter
called the "Original Indenture"), to the Trustee for the security
of all bonds of the Company outstanding thereunder, and by said
Original Indenture conveyed to the Trustee, upon certain trusts,
terms and conditions, and with and subject to certain provisos and
covenants therein contained, all and singular the property, rights
and franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective June 16, 1988, pursuant to Section 100G of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 42 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption, and other terms and
conditions not inconsistent with the Original Indenture may be
established prior to the issue of bonds of such series by an
indenture supplemental to the Original Indenture; and
Whereas, Section 115 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provides that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed and acknowledged, and that the Trustee
is authorized to join with the Company in the execution of any such
instrument or instruments; and
Whereas, the Company has heretofore issued, from time to time,
in accordance with the provisions of said Original Indenture, bonds
of the several series and in the respective principal amounts
therein specified, and, of the bonds so issued pursuant to the
Original Indenture, $625,000,000 aggregate principal amount are
outstanding as of the close of business on the date first above
mentioned; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.20% Series due February 1, 2024"
(herein sometimes referred to as the "bonds of the 46th Series");
and
Whereas, each of the bonds of the 46th Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Fourth 1993 Supplemental Indenture"); and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes herein
provided; and
Whereas, all conditions and requirements necessary to make
this Fourth 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Indiana Michigan Power Company, in consideration of the
premises and of the sum of One Dollar ($1.00) and other good and
valuable consideration paid to it by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this Fourth 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Fourth 1993 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, warranted, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed, and by
these presents does grant, bargain, sell, warrant, release, convey,
assign, transfer, mortgage, pledge, set over and confirm unto The
Bank of New York, as Trustee, and to its successor or successors in
said trust, and to it and its assigns forever, all of the following
described properties of the Company, that is to say: all property,
real, personal and mixed, tangible and intangible owned by the
Company on the date of the execution hereof, acquired since the
execution and delivery of the Third 1993 Supplemental Indenture
(except such property as is hereinafter expressly excepted from the
lien and operation of this Fourth 1993 Supplemental Indenture).
The property covered by the lien of the Original Indenture and
this Fourth 1993 Supplemental Indenture shall include particularly,
among other property, without prejudice to the generality of the
language hereinbefore or hereinafter contained, all property,
whether real, personal or mixed (except any hereinafter expressly
excepted), and wheresoever situated, now owned by the Company and
acquired since the execution and delivery of the Third 1993
Supplemental Indenture, including (without in any wise limiting or
impairing by the enumeration of the same the scope and intent of
the foregoing or of any general description contained in this
Fourth 1993 Supplemental Indenture) all lands, rights of way and
roads; all water or riparian rights and interests therein; all dams
and dam sites and rights; all plants for the generation of
electricity, power houses, steam heat plants, hot water plants,
substations, transmission lines, distributing systems and vehicles;
all offices, buildings and structures, and the equipment thereof;
all machinery, engines, boilers, turbines, dynamos, machines,
regulators, meters, transformers, generators and motors; all
appliances whether electrical or mechanical, conduits, cables and
lines; all mains and pipes, whether for water, steam heat, or other
purposes; all poles, wires, tools, implements, apparatus and
furniture; all municipal franchises and other franchises and all
permits, grants and consents; all lines for the transmission and/or
distribution of electric current, steam heat or water for any
purpose, including towers, poles, wires, cables, pipes, conduits
and all apparatus for use in connection therewith; all real estate,
lands, leases, leaseholds (excepting the last day of the term of
each lease and leasehold); all easements, servitudes, licenses,
permits, rights, powers, franchises, privileges, rights of way and
other rights in or relating to real estate or the occupancy of the
same and (except as hereinafter expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore
described;
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 57 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that, in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be granted, bargained, sold, warranted, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and of this Fourth 1993
Supplemental Indenture, viz: (1) cash, shares of stock and
obligations (including bonds, notes and other securities) not
hereafter specifically pledged, or deposited or delivered hereunder
or under the Original Indenture or hereinafter or therein
covenanted so to be; (2) goods, wares, merchandise, equipment,
materials or supplies acquired for the purpose of sale or resale in
the usual course of business or for consumption in the operation of
any properties of the Company; (3) judgments, accounts and choses
in action, the proceeds of which the Company is not obligated as
provided in the Original Indenture or as hereinafter provided to
deposit with the Trustee hereunder or thereunder; provided,
however, that the properties and rights expressly excepted from the
lien and operation of the Original Indenture and this Fourth 1993
Supplemental Indenture in the above subdivisions (2) and (3) shall
(to the extent permitted by law) cease to be so excepted, in the
event that the Trustee or a receiver or trustee shall enter upon
and take possession of the mortgaged and pledged property in the
manner provided in Article XII of the Original Indenture by reason
of the occurrence of a completed default, as defined in said
Article XII.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, warranted, released, conveyed,
assigned, transferred, mortgaged, pledged, set over, or confirmed
by the Company as aforesaid, or intended so to be, unto the Trustee
and its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts in the
Original Indenture and in this Fourth 1993 Supplemental Indenture
set forth, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued hereunder and under the
Original Indenture, or any of them, in accordance with the terms of
the Original Indenture and of this Fourth 1993 Supplemental
Indenture, without preference, priority or distinction as to lien
of any of said bonds or coupons over any others thereof by reason
of priority in the time of issue or negotiation thereof, or
otherwise howsoever, subject, however, to the conditions,
provisions and covenants set forth in the Original Indenture and in
this Fourth 1993 Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 1. The Original Indenture is hereby supplemented
by adding immediately after Section 20 RR, a new Section 20 SS, as
follows:
Section 20 SS. The Company hereby creates a forty-sixth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due
February 1, 2024" (herein sometimes referred to as the "46th
Series"). The form of the bonds of the 46th Series shall be
substantially as set forth in Schedule I to the supplemental
indenture creating the bonds of the 46th Series.
Bonds of the 46th Series shall mature on the date
specified in their title. Unless otherwise determined by the
Company, the bonds of the 46th Series shall be issued in fully
registered form without coupons in denominations of $1,000 and
integral multiples thereof; the principal of and premium (if
any) and interest on each said bond to be payable at the
office or agency of the Company, in the Borough of Manhattan,
The City of New York, in lawful money of the United States of
America, provided that at the option of the Company interest
may be mailed to registered owners of the bonds at their
respective addresses that appear on the register thereof; and
the rate of interest shall be the rate per annum specified in
the title thereof, payable semi-annually on the first days of
February and August of each year (commencing February 1, 1994)
and on their maturity date.
The person in whose name any bond of the 46th Series is
registered at the close of business on any record date (as
herein below defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption or maturity) shall be entitled to receive the
interest payable on such interest payment date notwithstanding
the cancellation of such bond of the 46th Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered holders of
bonds of the 46th Series on such record date shall have no
further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the 46th
Series shall be the registered holders of such bonds of the
46th Series (or any bond or bonds issued, directly or after
intermediate transactions, upon transfer or exchange or in
substitution thereof) on the date of payment of such defaulted
interest. Interest payable upon redemption or maturity shall
be payable to the person to whom the principal is paid. The
term "record date" as used in this Section 20 SS, and in the
form of bonds of the 46th Series, with respect to any regular
semi-annual interest payment date (other than interest payable
upon redemption or maturity) shall mean the January 15 next
preceding a February 1 interest payment date or the July 15
next preceding an August 1 interest payment date, as the case
may be, or, if such January 15 or July 15 is not a Business
Day (as defined hereinbelow), the next preceding Business Day.
The term "Business Day" with respect to any bond of the 46th
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York, or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the 46th Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 46th Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the 46th Series preceding the Issue Date,
unless such Issue Date be an interest payment date to which
interest is being paid on the bonds of the 46th Series, in
which case it shall bear interest from its Issue Date or
unless the Issue Date be the record date for the interest
payment date first following the date of original issuance of
bonds of the 46th Series ("Original Issue Date") or a date
prior to such record date, then from the Original Issue Date;
provided, that, so long as there is no existing default in the
payment of interest on said bonds, the holder of any bond
authenticated by the Trustee between the record date for any
regular semi-annual interest payment date (other than interest
payable upon redemption or maturity) and such interest payment
date shall not be entitled to the payment of the interest due
on such interest payment date and shall have no claim against
the Company with respect thereto; provided, further, that, if
and to the extent the Company shall default in the payment of
the interest due on such interest payment date, then any such
bond shall bear interest from the February 1 or August 1, as
the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in default
with respect to the interest payment date first following the
Original Issue Date, then from the Original Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 46th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and its
corporate seal shall be thereunto affixed or printed thereon
and attested by its Secretary or one of its Assistant
Secretaries, and the provisions of the penultimate sentence of
said Section 14 shall be applicable to such bonds of the 46th
Series.
The bonds of the 46th Series shall be redeemable prior to
maturity at the option of the Company in whole at any time or
in part from time to time, upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered holders of the bonds to be so redeemed, to the
addresses that shall appear upon the register thereof, all as
provided in Article X of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the supplemental indenture creating
the bonds of the 46th Series.
In case the Company shall at any time elect to redeem all
or any part of the bonds of the 46th Series it shall give
notice to the effect that it has elected to redeem all or a
part thereof, as the case may be, on a date therein
designated, specifying in case of redemption of a part of the
bonds of 46th Series the distinctive numbers of the bonds to
be redeemed, and in every case stating in substance that on
said date there will become and be due and payable upon each
bond so to be redeemed, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, the
redemption price thereof (or a specified portion thereof in
the case of partial redemption), and that on and after such
date interest thereon will cease to accrue.
The Company shall not be required to make transfers or
exchanges of the bonds of the 46th Series for a period of
sixteen days next preceding any selection of bonds of the 46th
Series to be redeemed or to make transfers or exchanges of any
bonds of the 46th Series designated in whole or in part for
redemption. Notwithstanding the provisions of Section 12 of
this Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 46th Series for a
period of sixteen days next preceding any interest payment
date.
Registered bonds of the 46th Series shall be transferable
upon presentation and surrender thereof, for cancellation, at
the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, by the
registered holders thereof, in person or by duly authorized
attorney, in the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture. In the
manner and upon payment, if the Company shall require it, of
the charges prescribed in this Indenture, registered bonds of
the 46th Series may be exchanged for a like aggregate
principal amount of registered bonds of the 46th Series of
other authorized denominations, upon presentation and
surrender thereof, for cancellation, at the office or agency
of the Company in the Borough of Manhattan, The City of New
York and at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. The Original Indenture is hereby supplemented
by adding thereto the following new Article III XXX to be added
after Article III WWW of the Original Indenture:
ARTICLE III XXX.
Initial Issuance of Bonds of the 46th Series.
Section 21 XXX. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, bonds of the 46th Series in an aggregate principal amount
not exceeding $40,000,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
(without awaiting the filing and recording of the supplemental
indenture creating the 46th Series except to the extent required by
Section 28 of this Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XVIII of the Original Indenture at which holders of
bonds of the 46th Series are entitled to vote, all holders of bonds
of the 46th Series at the time of such meeting shall be entitled to
vote thereat; provided, however, that the Trustee may, and upon
request of the Company or of a majority of the bondholders of the
46th Series shall, fix a day not exceeding ninety days preceding
the date for which the meeting is called as a record date for the
determination of holders of bonds of the 46th Series entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such registered
owners on the date so fixed, and who are entitled to vote such
bonds of the 46th Series at the meeting, shall be entitled to
receive notice of such meeting.
Section 4. As supplemented by this Fourth 1993
Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed and the Original Indenture and this Fourth
1993 Supplemental Indenture shall be read, taken and construed as
one and the same instrument. The bonds of the 46th Series are the
original debt secured by this Fourth 1993 Supplemental Indenture
and the Original Indenture, and this Fourth 1993 Supplemental
Indenture and the Original Indenture shall be, and be deemed to be,
the original lien instrument securing the bonds of the 46th Series.
Nothing contained in this Fourth 1993 Supplemental Indenture
shall, or shall be construed to, confer upon any person other than
the owners of bonds issued under the Original Indenture and this
Fourth 1993 Supplemental Indenture, the Company and the Trustee,
any right to avail themselves of any benefit of any provision of
the Original Indenture or of this Fourth 1993 Supplemental
Indenture.
The Trustee assumes no responsibility for the correctness of
the recitals of facts contained herein and makes no representations
as to the validity of this Fourth 1993 Supplemental Indenture.
This Fourth 1993 Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, Indiana Michigan Power Company, party of
the first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and The Bank
of New York, party of the second part, has caused this instrument
to be signed in its name and behalf by a Vice President or an
Assistant Vice President and its corporate seal to be hereunto
affixed and attested by an Assistant Treasurer. Executed and
delivered in The City of New York, N.Y., as of the day and year
first above written.
INDIANA MICHIGAN POWER COMPANY
[Seal] By /s/ B. M. Barber
(B. M. Barber)
Assistant Treasurer
Attest:
/s/ Jeffrey D. Cross
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed and delivered by
Indiana Michigan Power Company
in the presence of
/s/ Ann B. Graf
(Ann B. Graf)
/s/ Armando A. Pena
(Armando A. Pena)
The Bank of New York,
as Trustee
[Seal] By /s/ S. D. Mineo
(S. D. Mineo)
Vice President
Attest:
/s/ Lucille Firrincieli
(Lucille Firrincieli)
Assistant Treasurer
Signed, sealed and delivered by
The Bank of New York in the presence of:
/s/ R. Schneck
(R. Schneck)
/s/ E. Elcock
(E. Elcock)
State of Ohio )
) SS.:
County of Franklin )
On this 29th day of October, 1993, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known and known
to me to be respectively an Assistant Treasurer and Assistant
Secretary of INDIANA MICHIGAN POWER COMPANY, one of the
corporations named in and which executed the foregoing instrument,
who severally acknowledged that they did sign and seal said
instrument as such Assistant Treasurer and Assistant Secretary for
and on behalf of said corporation and that the same is their free
act and deed as such Assistant Treasurer and Assistant Secretary,
respectively, and the free and corporate act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal at Columbus, Ohio, this 29th day of October, 1993.
[Notarial Seal]
/s/ Brenda R. Heavill
BRENDA R. HEAVILL
Notary Public, State of Ohio
My Commission Expires 8-19-98
State of New York )
) SS.:
County of New York )
I certify that on this 1st day of November, 1993, before me
Patricia M. Carillo, a Notary Public in and for said County and
State, appeared S. D. Mineo, to me personally known and known to me
to be a Vice President of The Bank of New York and one of the
persons whose name is signed to the foregoing instrument, who,
being by me duly sworn, deposed and said that he resides at 87 Main
Street, Glen Rock, NJ 07452, that he is a Vice President of The
Bank of New York, that he knows the corporate seal of said
corporation; that the seal affixed to the foregoing instrument is
the corporate seal of the said corporation; that it was so affixed
by order of said corporation, and that he signed his name as Vice
President of said corporation to said instrument by like order; and
thereupon said S. D. Mineo acknowledged that he signed said
instrument as his free and voluntary act and that said corporation
executed said instrument, as Trustee, as its free and voluntary act
for the purposes and uses therein set forth.
In Witness Whereof I have hereunto set my hand and official
seal this 1st day of November, 1993.
[Seal]
/s/ Patricia M. Carillo
Patricia M. Carillo
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate Filed in New York County
Commission Expires May 31, 1995
This instrument was drafted by Jeffrey D. Cross, whose
business address is 1 Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
INDIANA MICHIGAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.20%
SERIES DUE FEBRUARY 1, 2024
Bond No.
Original Issue Date: November 9, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 45489H AP 2
INDIANA MICHIGAN POWER COMPANY, a corporation of the
State of Indiana (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________ or registered
assigns, the Principal Amount set forth above on the maturity date
specified in the title of this bond in lawful money of the United
States of America, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and to pay to the
registered holder hereof interest on said amount from the date of
authentication of this bond (herein called the "Issue Date") or the
latest semi-annual interest payment date to which interest has been
paid on the bonds of this series preceding the Issue Date, unless
the Issue Date be an interest payment date to which interest is
being paid, in which case from the Issue Date or unless the Issue
Date be the record date for the interest payment date first
following the Original Issue Date set forth above or a date prior
to such record date, then from the Original Issue Date (or, if the
Issue Date is between the record date for any interest payment date
and such interest payment date, then from such interest payment
date, provided, however, that if and to the extent that the Company
shall default in the payment of the interest due on such interest
payment date, then from the next preceding semi-annual interest
payment date to which interest has been paid on the bonds of this
series, or if such interest payment date is the interest payment
date first following the Original Issue Date set forth above, then
from the Original Issue Date), until the principal hereof shall
have become due and payable, at the rate per annum specified in the
title of this bond, payable on February 1 and August 1 of each year
(commencing February 1, 1994) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of June 1, 1939, executed by the Company to
IRVING TRUST COMPANY (now THE BANK OF NEW YORK) and FREDERICK G.
HERBST, as Trustees, to which Mortgage reference is made for a
description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds and
of the Trustee in respect thereof, the duties and immunities of the
Trustee, and the terms and conditions upon which the bonds are
secured. With the consent of the Company and to the extent
permitted by and as provided in the Mortgage, the rights and
obligations of the Company and/or of the holders of the bonds
and/or coupons and/or the terms and provisions of the Mortgage
and/or of any instruments supplemental thereto may be modified or
altered by the affirmative vote of the holders of at least seventy-
five per centum (75%) in principal amount of the bonds affected by
such modification or alteration, then outstanding under the
Mortgage (excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that without the consent of the holder hereof no such modification
or alteration shall permit the extension of the maturity of the
principal of or interest on this bond or the reduction in the rate
of interest hereon or any other modification in the terms of
payment of such principal or interest or the creation of a lien on
the mortgaged and pledged property ranking prior to or on a parity
with the lien of the Mortgage or the deprivation of the holder
hereof of a lien upon such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided. This bond is created by an
Indenture Supplemental dated as of October 15, 1993 (the "Fourth
1993 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other than
interest payable upon redemption or maturity) will, subject to
certain exceptions provided in said Fourth 1993 Supplemental
Indenture, be paid to the person in whose name this bond is
registered at the close of business on the record date, which shall
be the January 15 or July 15, as the case may be, next preceding
such interest payment date, or, if such January 15 or July 15 is
not a Business Day (as hereinbelow defined), the next preceding
Business Day. Interest payable upon redemption or maturity shall
be payable to the person to whom the principal is paid. The term
"Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
interest on bonds of this series are authorized or required by law,
regulation or executive order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due on
such date may be made on the next succeeding Business Day, and, if
such payment is made or duly provided for on such Business Day, no
interest shall accrue on such amounts for the period from and after
such interest payment date, redemption date or the maturity date,
as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment of or on account of principal or
(subject to the provisions hereof) interest hereon and for all
other purposes and the Company and the Trustee shall not be
affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of this series for a period of sixteen days next
preceding any interest payment date, or next preceding any
selection of bonds of this series to be redeemed, and the Company
shall not be required to make transfers or exchanges of any bonds
of this series designated for redemption in whole or in part.
Any or all of the bonds of this Series may be redeemed by the
Company on or after February 1, 2004, at its option, or by
operation of various provisions of the Mortgage, in whole at any
time or in part from time to time, upon not less than thirty but
not more than ninety days' previous notice given by mail to the
registered holders of the bonds to be redeemed, all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement provisions contained in Part II(a) of Section 20 of the
Mortgage and otherwise than by the use of proceeds of released
property or the proceeds of insurance, at an amount equal to a
percentage of the principal amount thereof determined as set forth
in Annex A hereto under the heading "Regular Redemption Price"
together in each case with accrued interest to the date fixed for
redemption, or (b) if redeemed by the use or application of cash
deposited pursuant to the maintenance and replacement provisions
contained in Part II(a) of Section 20 of the Mortgage or by the use
of proceeds of released property or the proceeds of insurance, at
an amount equal to 100% of the principal amount thereof together in
each case with accrued interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by the
registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule of
law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any purpose
until THE BANK OF NEW YORK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Indiana Michigan Power Company has caused
this instrument to be duly executed under its corporate seal.
Dated:
INDIANA MICHIGAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
THE BANK OF NEW YORK,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.20% SERIES DUE FEBRUARY 1, 2024
(If redeemed during
the twelve months Regular
beginning February 1) Redemption
Year Price
2004 103.60%
2005 103.24
2006 102.88
2007 102.52
2008 102.16
2009 101.80
2010 101.44
2011 101.08
2012 100.72
2013 100.36
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
2023 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
Indenture Supplemental
to
Mortgage and Deed of Trust
(Dated as of June 1, 1939)
EXECUTED BY
INDIANA MICHIGAN POWER COMPANY
(Formerly Indiana & Michigan Electric Company)
TO
THE BANK OF NEW YORK
(Formerly Irving Trust Company)
Trustee
Dated as of February 1, 1994
$25,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.50% Series due March 1, 2024
$25,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.55% Series due March 1, 2004
TABLE OF CONTENTS*
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals
Execution of Mortgage and supplemental indentures . . . . 1
Termination of Individual Trustee . . . . . . . . . . . . 2
Acquisition of property rights and property . . . . . . . 2
Provision for issuance of bonds in one or
more series . . . . . . . . . . . . . . . . . . . . . . 2
Right to execute supplemental indenture . . . . . . . . . 2
First Mortgage Bonds heretofore issued in
several series. . . . . . . . . . . . . . . . . . . . . 3
Issue of new First Mortgage Bonds, Designated Secured
Medium Term Notes, of the 47th Series . . . . . . . . . 3
Issue of new First Mortgage Bonds, Designated Secured
Medium Term Notes, of the 48th Series . . . . . . . . . 3
First 1994 Supplemental Indenture . . . . . . . . . . . . 3
Compliance with legal requirements. . . . . . . . . . . . 4
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Property. . . . . . . . . . . . . . . . . . . . 4
Appurtenances, Etc.. . . . . . . . . . . . . . . . . . . . . . 5
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Subject to Reservations, Etc.. . . . . . . . . . . . . . . . . 6
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 6
Sec. 1. Supplement to Original Indenture by addition of
new Sec. 20 TT thereto . . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition of
new Sec. 20 UU thereto . . . . . . . . . . . . . . 10
Sec. 3. Supplement to Original Indenture by addition of
new Article III YYY. . . . . . . . . . . . . . . . 13
Sec. 4. Supplement to Original Indenture by addition of
new Article III ZZZ. . . . . . . . . . . . . . . . 13
Sec. 5. Provisions for record date for meetings of bond-
holders. . . . . . . . . . . . . . . . . . . . . . 14
_________________________________
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
Sec. 6. First 1994 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . 14
Limitation on rights of others . . . . . . . . . . 14
Trustee assumes no responsibility for
correctness of recitals of fact. . . . . . . . . . 14
Execution in counterparts. . . . . . . . . . . . . 14
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Signatures and Seals . . . . . . . . . . . . . . . . . . . . . 15
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . . 17
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Schedule II. . . . . . . . . . . . . . . . . . . . . . . . . II-1
INDENTURE SUPPLEMENTAL, dated as of the first day of February
in the year One Thousand Nine Hundred and Ninety-Four, made and
entered into by and between Indiana Michigan Power Company, a
corporation of the State of Indiana, the corporate title of which
was, prior to September 9, 1987, Indiana & Michigan Electric
Company, with its principal executive office and place of business
located at One Summit Square, Fort Wayne, Indiana 46801
(hereinafter sometimes called the "Company"), party of the first
part, and The Bank of New York (formerly Irving Trust Company), a
corporation of the State of New York, with its principal corporate
trust office at 101 Barclay Street, New York, N.Y. 10286
(hereinafter sometimes called the "Corporate Trustee" or
"Trustee"), as Trustee, party of the second part.
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of June 1, 1939, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of
September 1, 1948, an Indenture Supplemental to Mortgage and Deed
of Trust, dated as of June 1, 1950, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of January 1, 1952, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
September 1, 1953, an Indenture Supplemental to Mortgage and Deed
of Trust, dated as of October 1, 1954, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of February 1, 1958, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
November 1, 1958, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of August 1, 1963, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of May 1, 1968, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1969, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of April 1, 1970, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of February 1, 1971, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of December 1,
1973, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 1, 1974, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of March 1, 1975, an Indenture Supplemental
to Mortgage and Deed of Trust, dated as of September 1, 1975, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
March 1, 1978, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of January 1, 1979, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of February 1, 1980, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
June 1, 1980, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of March 1, 1981, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of November 1, 1981, an Inden-
ture Supplemental to Mortgage and Deed of Trust, dated as of April
1, 1982, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of August 1, 1983, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of July 1, 1986, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1986, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of February 1, 1987, a further Indenture Supplemental to
Mortgage and Deed of Trust, dated as of February 1, 1987, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
May 1, 1987, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of July 1, 1987, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of May 1, 1991, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1991, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 3, 1991, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of May 1, 1992, an Indenture Supplemental
to Mortgage and Deed of Trust, dated as of October 15, 1992, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
December 1, 1992, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of June 1, 1993, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of August 1, 1993, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
September 15, 1993 and an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of October 15, 1993 (hereinafter called the
"Fourth 1993 Supplemental Indenture") (the Mortgage and Deed of
Trust, as amended and supplemented by said Supplemental Indentures,
being hereinafter called the "Original Indenture"), to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Original Indenture conveyed to the Trustee,
upon certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and singular
the property, rights and franchises which the Company then owned or
should thereafter acquire, excepting any property expressly
excepted by the terms of the Original Indenture; and
Whereas, effective June 16, 1988, pursuant to Section 100G of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 42 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption, and other terms and
conditions not inconsistent with the Original Indenture may be
established prior to the issue of bonds of such series by an
indenture supplemental to the Original Indenture; and
Whereas, Section 115 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provides that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed and acknowledged, and that the Trustee
is authorized to join with the Company in the execution of any such
instrument or instruments; and
Whereas, the Company has heretofore issued, from time to time,
in accordance with the provisions of said Original Indenture, bonds
of the several series and in the respective principal amounts
therein specified, and, of the bonds so issued pursuant to the
Original Indenture, $575,000,000 aggregate principal amount are
outstanding as of the close of business on the date first above
mentioned; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.50% Series due March 1, 2024" (herein
sometimes referred to as the "bonds of the 47th Series"); and
Whereas, each of the bonds of the 47th Series is to be
substantially in the form set forth in Schedule I to this Indenture
Supplemental (hereinafter sometimes referred to as the "First 1994
Supplemental Indenture"); and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 6.55% Series due March 1, 2004"
(hereinafter sometimes referred to as the "bonds of the 48th
Series"); and
Whereas, each of the bonds of the 48th Series is to be
substantially in the form set forth in Schedule II to the First
1994 Supplemental Indenture; and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes herein
provided; and
Whereas, all conditions and requirements necessary to make
this First 1994 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Indiana Michigan Power Company, in consideration of the
premises and of the sum of One Dollar ($1.00) and other good and
valuable consideration paid to it by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this First 1994 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this First 1994 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, warranted, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed, and by
these presents does grant, bargain, sell, warrant, release, convey,
assign, transfer, mortgage, pledge, set over and confirm unto The
Bank of New York, as Trustee, and to its successor or successors in
said trust, and to it and its assigns forever, all of the following
described properties of the Company, that is to say: all property,
real, personal and mixed, tangible and intangible owned by the
Company on the date of the execution hereof, acquired since the
execution and delivery of the Fourth 1993 Supplemental Indenture
(except such property as is hereinafter expressly excepted from the
lien and operation of this First 1994 Supplemental Indenture).
The property covered by the lien of the Original Indenture and
this First 1994 Supplemental Indenture shall include particularly,
among other property, without prejudice to the generality of the
language hereinbefore or hereinafter contained, all property,
whether real, personal or mixed (except any hereinafter expressly
excepted), and wheresoever situated, now owned by the Company and
acquired since the execution and delivery of the Fourth 1993
Supplemental Indenture, including (without in any wise limiting or
impairing by the enumeration of the same the scope and intent of
the foregoing or of any general description contained in this First
1994 Supplemental Indenture) all lands, rights of way and roads;
all water or riparian rights and interests therein; all dams and
dam sites and rights; all plants for the generation of electricity,
power houses, steam heat plants, hot water plants, substations,
transmission lines, distributing systems and vehicles; all offices,
buildings and structures, and the equipment thereof; all machinery,
engines, boilers, turbines, dynamos, machines, regulators, meters,
transformers, generators and motors; all appliances whether
electrical or mechanical, conduits, cables and lines; all mains and
pipes, whether for water, steam heat, or other purposes; all poles,
wires, tools, implements, apparatus and furniture; all municipal
franchises and other franchises and all permits, grants and
consents; all lines for the transmission and/or distribution of
electric current, steam heat or water for any purpose, including
towers, poles, wires, cables, pipes, conduits and all apparatus for
use in connection therewith; all real estate, lands, leases,
leaseholds (excepting the last day of the term of each lease and
leasehold); all easements, servitudes, licenses, permits, rights,
powers, franchises, privileges, rights of way and other rights in
or relating to real estate or the occupancy of the same and (except
as hereinafter expressly excepted) all the right, title and
interest of the Company in and to all other property of any kind or
nature appertaining to and/or used and/or occupied and/or enjoyed
in connection with any property hereinbefore described;
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 57 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that, in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be granted, bargained, sold, warranted, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and of this First 1994
Supplemental Indenture, viz: (1) cash, shares of stock and
obligations (including bonds, notes and other securities) not
hereafter specifically pledged, or deposited or delivered hereunder
or under the Original Indenture or hereinafter or therein
covenanted so to be; (2) goods, wares, merchandise, equipment,
materials or supplies acquired for the purpose of sale or resale in
the usual course of business or for consumption in the operation of
any properties of the Company; (3) judgments, accounts and choses
in action, the proceeds of which the Company is not obligated as
provided in the Original Indenture or as hereinafter provided to
deposit with the Trustee hereunder or thereunder; provided,
however, that the properties and rights expressly excepted from the
lien and operation of the Original Indenture and this First 1994
Supplemental Indenture in the above subdivisions (2) and (3) shall
(to the extent permitted by law) cease to be so excepted, in the
event that the Trustee or a receiver or trustee shall enter upon
and take possession of the mortgaged and pledged property in the
manner provided in Article XII of the Original Indenture by reason
of the occurrence of a completed default, as defined in said
Article XII.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, warranted, released, conveyed,
assigned, transferred, mortgaged, pledged, set over, or confirmed
by the Company as aforesaid, or intended so to be, unto the Trustee
and its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts in the
Original Indenture and in this First 1994 Supplemental Indenture
set forth, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued hereunder and under the
Original Indenture, or any of them, in accordance with the terms of
the Original Indenture and of this First 1994 Supplemental
Indenture, without preference, priority or distinction as to lien
of any of said bonds or coupons over any others thereof by reason
of priority in the time of issue or negotiation thereof, or
otherwise howsoever, subject, however, to the conditions,
provisions and covenants set forth in the Original Indenture and in
this First 1994 Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 1. The Original Indenture is hereby supplemented
by adding immediately after Section 20 SS, a new Section 20 TT, as
follows:
Section 20 TT. The Company hereby creates a forty-
seventh series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.50% Series due March
1, 2024" (herein sometimes referred to as the "47th Series").
The form of the bonds of the 47th Series shall be
substantially as set forth in Schedule I to the supplemental
indenture creating the bonds of the 47th Series.
Bonds of the 47th Series shall mature on the date
specified in their title. Unless otherwise determined by the
Company, the bonds of the 47th Series shall be issued in fully
registered form without coupons in denominations of $1,000 and
integral multiples thereof; the principal of and premium (if
any) and interest on each said bond to be payable at the
office or agency of the Company, in the Borough of Manhattan,
The City of New York, in lawful money of the United States of
America, provided that at the option of the Company interest
may be mailed to registered owners of the bonds at their
respective addresses that appear on the register thereof; and
the rate of interest shall be the rate per annum specified in
the title thereof, payable semi-annually on the first days of
February and August of each year (commencing August 1, 1994)
and on their maturity date.
The person in whose name any bond of the 47th Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation
of such bond of the 47th Series upon any registration of
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment date,
then the registered holders of bonds of the 47th Series on
such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders
on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid
on any bonds of the 47th Series shall be the registered
holders of such bonds of the 47th Series (or any bond or bonds
issued, directly or after intermediate transactions, upon
transfer or exchange or in substitution thereof) on the date
of payment of such defaulted interest. Interest payable upon
redemption or maturity shall be payable to the person to whom
principal is paid. The term "record date" as used in this
Section 20 TT, and in the form of bonds of the 47th Series,
with respect to any regular semi-annual interest payment date
(other than interest payable upon redemption) shall mean the
January 15 next preceding a February 1 interest payment date
or the July 15 next preceding an August 1 interest payment
date, as the case may be, or, if such January 15 or July 15 is
not a Business Day (as defined hereinbelow), the next
preceding Business Day. The term "Business Day" with respect
to any bond of the 47th Series shall mean any day, other than
a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New
York or the city in which is located any office or agency
maintained for the payment of principal of or premium, if any,
or interest on such bond of the 47th Series are authorized or
required by law, regulation or executive order to remain
closed.
Every registered bond of the 47th Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the 47th Series preceding the Issue Date,
unless such Issue Date be an interest payment date to which
interest is being paid on the bonds of the 47th Series, in
which case it shall bear interest from its Issue Date or
unless the Issue Date be the record date for the interest
payment date first following the date of original issuance of
bonds of the 47th Series ("Original Issue Date"), or a date
prior to such record date, then from the Original Issue Date;
provided, that, so long as there is no existing default in the
payment of interest on said bonds, the holder of any bond
authenticated by the Trustee between the record date for any
regular semi-annual interest payment date (other than interest
payable upon redemption) and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date and shall have no claim against the
Company with respect thereto; provided, further, that, if and
to the extent the Company shall default in the payment of the
interest due on such interest payment date, then any such bond
shall bear interest from the February 1 or August 1, as the
case may be, next preceding its Issue Date, to which interest
has been paid or, if the Company shall be in default with
respect to the interest payment date first following the
Original Issue Date, then from the Original Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 47th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and its
corporate seal shall be thereunto affixed or printed thereon
and attested by its Secretary or one of its Assistant
Secretaries, and the provisions of the penultimate sentence of
said Section 14 shall be applicable to such bonds of the 47th
Series.
The bonds of the 47th Series shall be redeemable prior to
maturity at the option of the Company in whole at any time or
in part from time to time, upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered holders of the bonds to be so redeemed, to the
addresses that shall appear upon the register thereof, all as
provided in Article X of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the supplemental indenture creating
the bonds of the 47th Series.
In case the Company shall at any time elect to redeem all
or any part of the bonds of the 47th Series it shall give
notice to the effect that it has elected to redeem all or a
part thereof, as the case may be, on a date therein
designated, specifying in case of redemption of a part of the
bonds of the 47th Series the distinctive numbers of the bonds
to be redeemed, and in every case stating in substance that on
said date there will become and be due and payable upon each
bond so to be redeemed, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, the
redemption price thereof (or a specified portion thereof in
the case of partial redemption), and that on and after such
date interest thereon will cease to accrue.
The Company shall not be required to make transfers or
exchanges of the bonds of the 47th Series for a period of
sixteen days next preceding any selection of bonds of the 47th
Series to be redeemed or to make transfers or exchanges of any
bonds of the 47th Series designated in whole or in part for
redemption. Notwithstanding the provisions of Section 12 of
this Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 47th Series for a
period of sixteen days next preceding any interest payment
date.
Registered bonds of the 47th Series shall be transferable
upon presentation and surrender thereof, for cancellation, at
the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, by the
registered holders thereof, in person or by duly authorized
attorney, in the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture. In the
manner and upon payment, if the Company shall require it, of
the charges prescribed in this Indenture, registered bonds of
the 47th Series may be exchanged for a like aggregate
principal amount of registered bonds of the 47th Series of
other authorized denominations, upon presentation and
surrender thereof, for cancellation, at the office or agency
of the Company in the Borough of Manhattan, The City of New
York and at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. The Original Indenture is hereby supplemented
by adding immediately after Section 20 TT, a new Section 20 UU, as
follows:
Section 20 UU. The Company hereby creates a forty-eighth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.55% Series due March
1, 2004" (herein sometimes referred to as the "48th Series").
The form of the bonds of the 48th Series shall be
substantially as set forth in Schedule II to the supplemental
indenture creating the bonds of the 48th Series.
Bonds of the 48th Series shall mature on the date
specified in their title. Unless otherwise determined by the
Company, the bonds of the 48th Series shall be issued in fully
registered form without coupons in denominations of $1,000 and
integral multiples thereof; the principal of and premium (if
any) and interest on each said bond to be payable at the
office or agency of the Company, in the Borough of Manhattan,
The City of New York, in lawful money of the United States of
America, provided that at the option of the Company interest
may be mailed to registered owners of the bonds at their
respective addresses that appear on the register thereof; and
the rate of interest shall be the rate per annum specified in
the title thereof, payable semi-annually on the first days of
February and August of each year (commencing August 1, 1994)
and on their maturity date.
The person in whose name any bond of the 48th Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation
of such bond of the 48th Series upon any registration of
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment date,
then the registered holders of bonds of the 48th Series on
such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders
on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid
on any bonds of the 48th Series shall be the registered
holders of such bonds of the 48th Series (or any bond or bonds
issued, directly or after intermediate transactions, upon
transfer or exchange or in substitution thereof) on the date
of payment of such defaulted interest. Interest payable upon
redemption or maturity shall be payable to the person to whom
principal is paid. The term "record date" as used in this
Section 20 UU, and in the form of bonds of the 48th Series,
with respect to any regular semi-annual interest payment date
(other than interest payable upon redemption) shall mean the
January 15 next preceding a February 1 interest payment date
or the July 15 next preceding an August 1 interest payment
date, as the case may be, or, if such January 15 or July 15 is
not a Business Day (as defined hereinbelow), the next
preceding Business Day. The term "Business Day" with respect
to any bond of the 48th Series shall mean any day, other than
a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New
York, or the city in which is located any office or agency
maintained for the payment of principal of or premium, if any,
or interest on such bond of the 48th Series are authorized or
required by law, regulation or executive order to remain
closed.
Every registered bond of the 48th Series shall be dated
the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the 48th Series preceding the Issue Date,
unless such Issue Date be an interest payment date to which
interest is being paid on the bonds of the 48th Series, in
which case it shall bear interest from its Issue Date or
unless the Issue Date be the record date for the interest
payment date first following the date of original issuance of
bonds of the 48th Series ("Original Issue Date") or a date
prior to such record date, then from the Original Issue Date;
provided, that, so long as there is no existing default in the
payment of interest on said bonds, the holder of any bond
authenticated by the Trustee between the record date for any
regular semi-annual interest payment date (other than interest
payable upon redemption) and such interest payment date shall
not be entitled to the payment of the interest due on such
interest payment date and shall have no claim against the
Company with respect thereto; provided, further, that, if and
to the extent the Company shall default in the payment of the
interest due on such interest payment date, then any such bond
shall bear interest from the February 1 or August 1, as the
case may be, next preceding its Issue Date, to which interest
has been paid or, if the Company shall be in default with
respect to the interest payment date first following the
Original Issue Date, then from the Original Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the 48th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and its
corporate seal shall be thereunto affixed or printed thereon
and attested by its Secretary or one of its Assistant
Secretaries, and the provisions of the penultimate sentence of
said Section 14 shall be applicable to such bonds of the 48th
Series.
The bonds of the 48th Series shall be redeemable prior to
maturity at the option of the Company in whole at any time or
in part from time to time, upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered holders of the bonds to be so redeemed, to the
addresses that shall appear upon the register thereof, all as
provided in Article X of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule II to the supplemental indenture
creating the bonds of the 48th Series.
In case the Company shall at any time elect to redeem all
or any part of the bonds of the 48th Series it shall give
notice to the effect that it has elected to redeem all or a
part thereof, as the case may be, on a date therein
designated, specifying in case of redemption of a part of the
bonds of the 48th Series the distinctive numbers of the bonds
to be redeemed, and in every case stating in substance that on
said date there will become and be due and payable upon each
bond so to be redeemed, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, the
redemption price thereof (or a specified portion thereof in
the case of partial redemption), and that on and after such
date interest thereon will cease to accrue.
The Company shall not be required to make transfers or
exchanges of the bonds of the 48th Series for a period of
sixteen days next preceding any selection of bonds of the 48th
Series to be redeemed or to make transfers or exchanges of any
bonds of the 48th Series designated in whole or in part for
redemption. Notwithstanding the provisions of Section 12 of
this Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 48th Series for a
period of sixteen days next preceding any interest payment
date.
Registered bonds of the 48th Series shall be transferable
upon presentation and surrender thereof, for cancellation, at
the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, by the
registered holders thereof, in person or by duly authorized
attorney, in the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture. In the
manner and upon payment, if the Company shall require it, of
the charges prescribed in this Indenture, registered bonds of
the 48th Series may be exchanged for a like aggregate
principal amount of registered bonds of the 48th Series of
other authorized denominations, upon presentation and
surrender thereof, for cancellation, at the office or agency
of the Company in the Borough of Manhattan, The City of New
York and at such other office or agency of the Company as the
Company may from time to time designate.
Section 3. The Original Indenture is hereby supplemented
by adding thereto the following new Article III YYY to be added
after Article III XXX of the Original Indenture:
ARTICLE III YYY.
Initial Issuance of Bonds of the 47th Series.
Section 21 YYY. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, bonds of the 47th Series in an aggregate principal amount
not exceeding $25,000,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
(without awaiting the filing and recording of the supplemental
indenture creating the 47th Series except to the extent required by
Section 28 of this Indenture).
Section 4. The Original Indenture is hereby supplemented
by adding thereto the following new Article III ZZZ to be added
after Article III YYY of the Original Indenture:
ARTICLE III ZZZ.
Initial Issuance of Bonds of the 48th Series.
Section 21 ZZZ. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, bonds of the 48th Series in an aggregate principal amount
not exceeding $25,000,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
(without awaiting the filing and recording of the supplemental
indenture creating the 48th Series except to the extent required by
Section 28 of this Indenture).
Section 5. At any meeting of bondholders held as provided
for in Article XVIII of the Original Indenture at which holders of
bonds of the 47th Series or bonds of the 48th Series are entitled
to vote, all holders of bonds of the 47th Series or bonds of the
48th Series at the time of such meeting shall be entitled to vote
thereat; provided, however, that the Trustee may, and upon request
of the Company or of a majority of the bondholders of the 47th
Series or the 48th Series shall, fix a day not exceeding ninety
days preceding the date for which the meeting is called as a record
date for the determination of holders of bonds of the 47th Series
or of the 48th Series, as the case may be, entitled to notice of
and to vote at such meeting and any adjournment thereof and only
such registered owners who shall have been such registered owners
on the date so fixed, and who are entitled to vote such bonds of
the 47th Series or the 48th Series at the meeting, shall be
entitled to receive notice of such meeting.
Section 6. As supplemented by this First 1994 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this First 1994 Supplemen-
tal Indenture shall be read, taken and construed as one and the
same instrument. The bonds of the 47th Series and the bonds of the
48th Series are the original debt secured by this First 1994
Supplemental Indenture and the Original Indenture, and this First
1994 Supple-mental Indenture and the Original Indenture shall be,
and be deemed to be, the original lien instrument securing the
bonds of the 47th Series and the bonds of the 48th Series.
Nothing contained in this First 1994 Supplemental Indenture
shall, or shall be construed to, confer upon any person other than
the owners of bonds issued under the Original Indenture and this
First 1994 Supplemental Indenture, the Company and the Trustee, any
right to avail themselves of any benefit of any provision of the
Original Indenture or of this First 1994 Supplemental Indenture.
The Trustee assumes no responsibility for the correctness of
the recitals of facts contained herein and makes no representations
as to the validity of this First 1994 Supplemental Indenture.
This First 1994 Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, Indiana Michigan Power Company, party of
the first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and The Bank
of New York, party of the second part, has caused this instrument
to be signed in its name and behalf by a Vice President or an
Assistant Vice President and its corporate seal to be hereunto
affixed and attested by an Assistant Treasurer. Executed and
delivered in The City of New York, N.Y., as of the day and year
first above written.
INDIANA MICHIGAN POWER COMPANY
[Seal] By /s/ B. M. Barber
(B. M. Barber)
Assistant Treasurer
Attest:
/s/ Jeffrey D. Cross
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed and delivered by
Indiana Michigan Power Company
in the presence of
/s/ Ann B. Graf
(Ann B. Graf)
/s/ Armando A. Pena
(Armando A. Pena)
The Bank of New York,
as Trustee
[Seal] By /s/ S. D. Mineo
(S. D. Mineo)
Vice President
Attest:
/s/ Lucille Firrincieli
(Lucille Firrincieli)
Assistant Treasurer
Signed, sealed and delivered by
The Bank of New York in the presence of:
/s/ T. Shea
(T. Shea)
/s/ E. Elcock
(E. Elcock)
State of Ohio }
} ss.:
County of Franklin }
On this 21st day of February, 1994, personally appeared
before me, a Notary Public within and for said County in the State
aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known and known
to me to be respectively an Assistant Treasurer and Assistant
Secretary of INDIANA MICHIGAN POWER COMPANY, one of the
corporations named in and which executed the foregoing instrument,
who severally acknowledged that they did sign and seal said
instrument as such Assistant Treasurer and Assistant Secretary for
and on behalf of said corporation and that the same is their free
act and deed as such Assistant Treasurer and Assistant Secretary,
respectively, and the free and corporate act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal at Columbus, Ohio, this 21st day of February, 1994.
[Notarial Seal]
/s/ Mary M. Soltesz
Mary M. Soltesz
Notary Public, State of Ohio
My Commission Expires 7-13-94
State of New York )
) SS.:
County of New York )
I certify that on this 22nd day of February, 1994, before me
Patricia M. Carillo, a Notary Public in and for said County and
State, appeared S. D. Mineo, to me personally known and known to me
to be a Vice President of The Bank of New York and one of the
persons whose name is signed to the foregoing instrument, who,
being by me duly sworn, deposed and said that he resides at 87 Main
Street, Glen Rock, NJ 07452, that he is a Vice President of The
Bank of New York, that he knows the corporate seal of said
corporation; that the seal affixed to the foregoing instrument is
the corporate seal of the said corporation; that it was so affixed
by order of said corporation, and that he signed his name as Vice
President of said corporation to said instrument by like order; and
thereupon said S. D. Mineo acknowledged that he signed said
instrument as his free and voluntary act and that said corporation
executed said instrument, as Trustee, as its free and voluntary act
for the purposes and uses therein set forth.
In Witness Whereof I have hereunto set my hand and official
seal this 22nd day of February, 1994.
[Seal]
/s/ Patricia M. Carillo
Patricia M. Carillo
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate Filed in New York County
Commission Expires May 31, 1995
This instrument was drafted by Jeffrey D. Cross, whose
business address is 1 Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
INDIANA MICHIGAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.50%
SERIES DUE MARCH 1, 2024
Bond No.
Original Issue Date: March 1, 1994
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No.: 45489H AR 8
INDIANA MICHIGAN POWER COMPANY, a corporation of the
State of Indiana (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________ or registered
assigns, the Principal Amount set forth above on the maturity date
specified in the title of this bond in lawful money of the United
States of America, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and to pay to the
registered holder hereof interest on said amount from the date of
authentication of this bond (herein called the "Issue Date") or the
latest semi-annual interest payment date to which interest has been
paid on the bonds of this series preceding the Issue Date, unless
the Issue Date be an interest payment date to which interest is
being paid, in which case from the Issue Date or unless the Issue
Date be the record date for the interest payment date first
following the Original Issue Date set forth above or a date prior
to such record date, then from the Original Issue Date (or, if the
Issue Date is between the record date for any interest payment date
and such interest payment date, then from such interest payment
date, provided, however, that if and to the extent that the Company
shall default in the payment of the interest due on such interest
payment date, then from the next preceding semi-annual interest
payment date to which interest has been paid on the bonds of this
series, or if such interest payment date is the interest payment
date first following the Original Issue Date set forth above, then
from the Original Issue Date), until the principal hereof shall
have become due and payable, at the rate per annum specified in the
title of this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1994) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of June 1, 1939, executed by the Company to
IRVING TRUST COMPANY (now THE BANK OF NEW YORK) and FREDERICK G.
HERBST, as Trustees, to which Mortgage reference is made for a
description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds and
of the Trustee in respect thereof, the duties and immunities of the
Trustee, and the terms and conditions upon which the bonds are
secured. With the consent of the Company and to the extent
permitted by and as provided in the Mortgage, the rights and
obligations of the Company and/or of the holders of the bonds
and/or coupons and/or the terms and provisions of the Mortgage
and/or of any instruments supplemental thereto may be modified or
altered by the affirmative vote of the holders of at least seventy-
five per centum (75%) in principal amount of the bonds affected by
such modification or alteration, then outstanding under the
Mortgage (excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that without the consent of the holder hereof no such modification
or alteration shall permit the extension of the maturity of the
principal of or interest on this bond or the reduction in the rate
of interest hereon or any other modification in the terms of
payment of such principal or interest or the creation of a lien on
the mortgaged and pledged property ranking prior to or on a parity
with the lien of the Mortgage or the deprivation of the holder
hereof of a lien upon such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided. This bond is created by an
Indenture Supplemental dated as of February 1, 1994 (the "First
1994 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other than
interest payable upon redemption) will, subject to certain
exceptions provided in said First 1994 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day.
Interest payable upon redemption or maturity shall be payable to
the person to whom principal is paid. The term "Business Day"
means any day, other than a Saturday or Sunday, which is not a day
on which banking institutions or trust companies in The City of New
York, New York or the city in which is located any office or agency
maintained for the payment of principal of or interest on bonds of
this series are authorized or required by law, regulation or
executive order to remain closed.
If any semi-annual interest payment date, redemption date, or
the maturity date is not a Business Day, payment of amounts due on
such date may be made on the next succeeding Business Day, and, if
such payment is made or duly provided for on such Business Day, no
interest shall accrue on such amounts for the period from and after
such interest payment date, redemption date or the maturity date,
as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment of or on account of principal or
(subject to the provisions hereof) interest hereon and for all
other purposes and the Company and the Trustee shall not be
affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of this series for a period of sixteen days next
preceding any interest payment date, or next preceding any
selection of bonds of this series to be redeemed, and the Company
shall not be required to make transfers or exchanges of any bonds
of this series designated for redemption in whole or in part.
Any or all of the bonds of this Series may be redeemed by the
Company on or after March 1, 2004, at its option, or by operation
of various provisions of the Mortgage, in whole at any time or in
part from time to time, upon not less than thirty but not more than
ninety days' previous notice given by mail to the registered
holders of the bonds to be redeemed, all as provided in the
Mortgage, (a) if redeemed otherwise than by the use or application
of cash deposited pursuant to the maintenance and replacement
provisions contained in Part II(a) of Section 20 of the Mortgage
and otherwise than by the use of proceeds of released property or
the proceeds of insurance, at an amount equal to a percentage of
the principal amount thereof determined as set forth in Annex A
hereto under the heading "Regular Redemption Price" together in
each case with accrued interest to the date fixed for redemption,
or (b) if redeemed by the use or application of cash deposited
pursuant to the maintenance and replacement provisions contained in
Part II(a) of Section 20 of the Mortgage or by the use of proceeds
of released property or the proceeds of insurance, at an amount
equal to 100% of the principal amount thereof together in each case
with accrued interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by the
registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule of
law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any purpose
until THE BANK OF NEW YORK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Indiana Michigan Power Company has caused
this instrument to be duly executed under its corporate seal.
Dated:
INDIANA MICHIGAN POWER COMPANY
By______________________________
Vice President
(SEAL)
Attest:_________________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
THE BANK OF NEW YORK,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.50% SERIES DUE MARCH 1, 2024
(If redeemed during the twelve Regular
months beginning March 1) Redemption
Year Price
2004 103.75%
2005 103.38
2006 103.00
2007 102.63
2008 102.25
2009 101.88
2010 101.50
2011 101.13
2012 100.75
2013 100.38
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
2023 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
SCHEDULE II
INDIANA MICHIGAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.55%
SERIES DUE MARCH 1, 2004
Bond No.
Original Issue Date: March 1, 1994
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No.: 45489H AQ 0
INDIANA MICHIGAN POWER COMPANY, a corporation of the
State of Indiana (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________ or registered
assigns, the Principal Amount set forth above on the maturity date
specified in the title of this bond in lawful money of the United
States of America, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and to pay to the
registered holder hereof interest on said amount from the date of
authentication of this bond (herein called the "Issue Date") or the
latest semi-annual interest payment date to which interest has been
paid on the bonds of this series preceding the Issue Date, unless
the Issue Date be an interest payment date to which interest is
being paid, in which case from the Issue Date or unless the Issue
Date be the record date for the interest payment date first
following the Original Issue Date set forth above or a date prior
to such record date, then from the Original Issue Date (or, if the
Issue Date is between the record date for any interest payment date
and such interest payment date, then from such interest payment
date, provided, however, that if and to the extent that the Company
shall default in the payment of the interest due on such interest
payment date, then from the next preceding semi-annual interest
payment date to which interest has been paid on the bonds of this
series, or if such interest payment date is the interest payment
date first following the Original Issue Date set forth above, then
from the Original Issue Date), until the principal hereof shall
have become due and payable, at the rate per annum specified in the
title of this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1994) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of June 1, 1939, executed by the Company to
IRVING TRUST COMPANY (now THE BANK OF NEW YORK) and FREDERICK G.
HERBST, as Trustees, to which Mortgage reference is made for a
description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds and
of the Trustee in respect thereof, the duties and immunities of the
Trustee, and the terms and conditions upon which the bonds are
secured. With the consent of the Company and to the extent
permitted by and as provided in the Mortgage, the rights and
obligations of the Company and/or of the holders of the bonds
and/or coupons and/or the terms and provisions of the Mortgage
and/or of any instruments supplemental thereto may be modified or
altered by the affirmative vote of the holders of at least seventy-
five per centum (75%) in principal amount of the bonds affected by
such modification or alteration, then outstanding under the
Mortgage (excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that without the consent of the holder hereof no such modification
or alteration shall permit the extension of the maturity of the
principal of or interest on this bond or the reduction in the rate
of interest hereon or any other modification in the terms of
payment of such principal or interest or the creation of a lien on
the mortgaged and pledged property ranking prior to or on a parity
with the lien of the Mortgage or the deprivation of the holder
hereof of a lien upon such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided. This bond is created by an
Indenture Supplemental dated as of February 1, 1994 (the "First
1994 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other than
interest payable upon redemption) will, subject to certain
exceptions provided in said First 1994 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day.
Interest payable upon redemption or maturity shall be payable to
the person to whom principal is paid. The term "Business Day"
means any day, other than a Saturday or Sunday, which is not a day
on which banking institutions or trust companies in The City of New
York, New York or the city in which is located any office or agency
maintained for the payment of principal of or interest on bonds of
this series are authorized or required by law, regulation or
executive order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due on
such date may be made on the next succeeding Business Day, and, if
such payment is made or duly provided for on such Business Day, no
interest shall accrue on such amounts for the period from and after
such interest payment date, redemption date or the maturity date,
as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment of or on account of principal or
(subject to the provisions hereof) interest hereon and for all
other purposes and the Company and the Trustee shall not be
affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of this series for a period of sixteen days next
preceding any interest payment date, or next preceding any
selection of bonds of this series to be redeemed, and the Company
shall not be required to make transfers or exchanges of any bonds
of this series designated for redemption in whole or in part.
Any or all of the bonds of this Series may be redeemed by the
Company on or after March 1, 1999, at its option, or by operation
of various provisions of the Mortgage, in whole at any time or in
part from time to time, upon not less than thirty but not more than
ninety days' previous notice given by mail to the registered
holders of the bonds to be redeemed, all as provided in the
Mortgage, (a) if redeemed otherwise than by the use or application
of cash deposited pursuant to the maintenance and replacement
provisions contained in Part II(a) of Section 20 of the Mortgage
and otherwise than by the use of proceeds of released property or
the proceeds of insurance, at an amount equal to a percentage of
the principal amount thereof determined as set forth in Annex A
hereto under the heading "Regular Redemption Price" together in
each case with accrued interest to the date fixed for redemption,
or (b) if redeemed by the use or application of cash deposited
pursuant to the maintenance and replacement provisions contained in
Part II(a) of Section 20 of the Mortgage or by the use of proceeds
of released property or the proceeds of insurance, at an amount
equal to 100% of the principal amount thereof together in each case
with accrued interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by the
registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule of
law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any purpose
until THE BANK OF NEW YORK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Indiana Michigan Power Company has caused
this instrument to be duly executed under its corporate seal.
Dated:
INDIANA MICHIGAN POWER COMPANY
By____________________________
Vice President
(SEAL)
Attest:_______________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
THE BANK OF NEW YORK,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.55% SERIES DUE MARCH 1, 2004
(If redeemed during the twelve Regular
months beginning March 1) Redemption
Year Price
1999 101.88%
2000 100.94
2001 100.00
2002 100.00
2003 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.