LEASE SUPPLEMENT NO. 1
LEASE SUPPLEMENT NO. 1 (I&M Trust 1) dated as of
October 15, 1990, to Lease Agreement (I&M Trust 1) dated as of
December 1, 1989 (the "Original Lease"), between WILMINGTON TRUST
COMPANY, a Delaware banking corporation, not in its individual
capacity but solely as Owner Trustee under the Amended and
Restated Trust Agreement (I&M Trust 1) dated as of December 1,
1989 with Philip Morris Capital Corporation (formerly known as
Philip Morris Credit Corporation), a Delaware corporation, as
Lessor, and INDIANA MICHIGAN POWER COMPANY, an Indiana
corporation, as Lessee.
WHEREAS, the Original Lease was recorded in the Office
of the Recorder of Spencer County, Indiana, on the 7th day of
December, 1989, as Instrument No. 89-4189 in Book No. 57, Page
No. 131;
WHEREAS, the Original Lease provides that in the event
any of the Pricing Assumptions proves to have been incorrect or
any Refunding Notes are issued, then in such cases (a) the
percentages for Basic Rent, Stipulated Loss Value and Termination
Value set forth, respectively, in Schedules 1, 2 and 3 to the
Original Lease shall be adjusted so as to preserve the Owner
Participant's Initial Theoretical Return, and (b) the Lessor and
the Lessee shall execute a supplement to the Original Lease
amending Schedules 1, 2 and 3 thereof to set forth such
recalculated percentages for Basic Rent, Stipulated Loss Value
and Termination Value, respectively; and
WHEREAS, Transaction Expenses paid by the Owner Trustee
with funds provided by the Owner Participant are other than as
set forth in the original Pricing Assumptions, and Refunding
Notes were issued on February 8, 1990, and on June 20, 1990, to
refund the Initial Series A Notes;
NOW, THEREFORE, in consideration of the premises and
other good and sufficient consideration, the Lessor and the
Lessee hereby agree as follows:
1. Capitalized terms used in this Lease Supplement and
not defined herein shall have the respective meanings assigned to
them in the Original Lease.
2. The percentages for Basic Rent set forth in
Schedule 1 hereto, the Stipulated Loss Value percentages set
forth in Schedule 2 hereto and the Termination Value percentages
set forth in Schedule 3 hereto shall replace any prior Schedules
1, 2 and 3 of the Original Lease, respectively, for all purposes.
3. This Lease Supplement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.
4. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
EXCEPT AS TO MATTERS RELATING TO THE CREATION OF LEASEHOLD AND
SUBLEASEHOLD ESTATES HEREUNDER AND THE EXERCISE OF RIGHTS AND
REMEDIES WITH RESPECT TO SUCH LEASEHOLD AND SUBLEASEHOLD ESTATES,
WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF INDIANA.
5. The Owner Participant hereby authorizes and directs
the Owner Trustee, pursuant to Section 5.02 of the Trust
Agreement, to execute and deliver this Lease Supplement, perform
the terms of the Original Lease, as amended by this Lease
Supplement, and to execute and deliver Amendment No. 1 to Form U-
7D which is in a form approved by the Owner Participant.
6. This Lease Supplement may be executed in any number
of counterparts and by each of the parties hereto in separate
counterparts, all such counterparts together constituting but one
and the same instrument.
IN WITNESS WHEREOF, the Lessor and Lessee have caused
this Lease Supplement to be duly executed as of the date and year
set forth in the opening paragraph hereof.
Lessor
WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee
[CORPORATE SEAL]
Attest: /s/ Emmett R. Harmon By: /s/ James P. Lawler
Name: Emmett R. Harmon Name: James P. Lawler
Title: Vice President Title: Financial Services Officer
Lessee
INDIANA MICHIGAN POWER COMPANY
[CORPORATE SEAL]
Attest: /s/ Jeffrey D. Cross By: /s/ G. P. Maloney
Name: Jeffrey D. Cross Name: G.P. Maloney
Title: Asst. Secretary Title: Vice President
Consented and agreed to
PHILIP MORRIS CAPITAL CORPORATION
By: /s/ John J. Mulligan
Name: John J. Mulligan
Title: Director Lease Financing
STATE OF DELAWARE )
COUNTY OF NEW CASTLE) SS.:
On this, the 30th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared James P. Lawler and Emmett R. Harmon, the Financial
Services Officer and Vice President of WILMINGTON TRUST COMPANY,
who acknowledged themselves to be duly authorized officers of
WILMINGTON TRUST COMPANY, and that, as such officers, being
authorized to do so, they executed the foregoing instrument for
the purposes therein contained by signing and attesting the name
of WILMINGTON TRUST COMPANY.
/s/ Patricia A. Wallace
Name: Patricia A. Wallace
Notary Public
My Commission Expires: 4-20-91
Residing in New Castle County
STATE OF OHIO )
COUNTY OF FRANKLIN ) SS.:
On this, the 26th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared G.P. Maloney and Jeffrey D. Cross, the Vice President
and Assistant Secretary of INDIANA MICHIGAN POWER COMPANY, who
acknowledged themselves to be duly authorized officers of INDIANA
MICHIGAN POWER COMPANY, and that, as such officers, being
authorized to do so, they executed the foregoing instrument for
the purposes therein contained by signing and attesting the name
of INDIANA MICHIGAN POWER COMPANY.
/s/ Mary M. Soltesz
Name: MARY M. SOLTESZ
Notary Public
My Commission Expires: 7-13-94
Residing in Franklin County
STATE OF NEW YORK )
COUNTY OF NEW YORK ) SS.:
On this, the 30th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared John J. Mulligan, the Director Lease Financing of PHILIP
MORRIS CAPITAL CORPORATION, who acknowledged himself to be a duly
authorized officer of PHILIP MORRIS CAPITAL CORPORATION, and
that, as such officer, being authorized to do so, he executed the
foregoing instrument for the purposes therein contained by
signing the name of PHILIP MORRIS CAPITAL CORPORATION.
/s/ Acqullia A. Dobbs
Name: Acqullia A. Dobbs
Notary Public, State of New York
No. 24-4827512
Qualified in Kings County
Certificate Filed in New York County
Commission Expires: 1-31-91
Residing in Queens County
This instrument was prepared by James M. Cotter,
425 Lexington Avenue, New York, New York 10017-3939.
Schedule 1
[PMCC]
BASIC RENT PERCENTAGES
Basic Rent Payment Date Basic Rent Percentage
December 7, 1990 4.34768910%
June 7, 1991 4.34768910
December 7, 1991 4.34768910
June 7, 1992 4.34768910
December 7, 1992 4.34768910
June 7, 1993 4.34768910
December 7, 1993 4.34768910
June 7, 1994 4.34768910
December 7, 1994 4.34768910
June 7, 1995 4.34768910
December 7, 1995 4.34768910
June 7, 1996 4.34768910
December 7, 1996 4.34768910
June 7, 1997 4.34768910
December 7, 1997 4.34768910
June 7, 1998 4.34768910
December 7, 1998 4.34768910
June 7, 1999 4.34768910
December 7, 1999 4.34768910
June 7, 2000 4.34768910
December 7, 2000 4.34768910
June 7, 2001 4.34768910
December 7, 2001 4.34768910
June 7, 2002 4.34768910
December 7, 2002 4.34768910
June 7, 2003 4.34768910
December 7, 2003 4.34768910
June 7, 2004 4.34768910
December 7, 2004 4.34768910
June 7, 2005 4.34768910
December 7, 2005 4.34768910
June 7, 2006 4.34768910
December 7, 2006 4.34768910
June 7, 2007 4.34768910
December 7, 2007 4.34768910
June 7, 2008 4.34768910
December 7, 2008 4.34768910
June 7, 2009 4.34768910
December 7, 2009 4.34768910
June 7, 2010 4.34768910
December 7, 2010 4.34768910
June 7, 2011 4.34768910
December 7, 2011 4.34768910
June 7, 2012 4.34768910
December 7, 2012 4.34768910
June 7, 2013 4.34768910
December 7, 2013 4.34768910
June 7, 2014 4.34768910
December 7, 2014 4.34768910
June 7, 2015 4.34768910
December 7, 2015 4.34768910
June 7, 2016 4.34768910
December 7, 2016 4.34768910
June 7, 2017 4.34768910
December 7, 2017 4.34768910
June 7, 2018 4.34768910
December 7, 2018 4.34768910
June 7, 2019 4.34768910
December 7, 2019 4.34768910
June 7, 2020 4.34768910
December 7, 2020 4.34768910
June 7, 2021 4.34768910
December 7, 2021 4.34768910
June 7, 2022 4.34768910
December 7, 2022 4.34768910
Schedule 2
[PMCC]
STIPULATED LOSS VALUE PERCENTAGES
Stipulated Loss
Basic Rent Payment Date Value Percentage
December 7, 1990 103.62303237%
June 7, 1991 104.28046135
December 7, 1991 104.86919671
June 7, 1992 105.39602711
December 7, 1992 105.85958009
June 7, 1993 106.26632062
December 7, 1993 106.61609179
June 7, 1994 106.91239198
December 7, 1994 107.14769501
June 7, 1995 107.31510447
December 7, 1995 107.43229145
June 7, 1996 107.49707746
December 7, 1996 107.50311530
June 7, 1997 107.45284386
December 7, 1997 107.33991809
June 7, 1998 107.16652111
December 7, 1998 106.92631574
June 7, 1999 106.62120990
December 7, 1999 106.24488095
June 7, 2000 105.79894081
December 7, 2000 105.27708927
June 7, 2001 104.68061986
December 7, 2001 104.00326400
June 7, 2002 103.24597383
December 7, 2002 102.40268839
June 7, 2003 101.47393430
December 7, 2003 100.45355335
June 7, 2004 99.38050261
December 7, 2004 98.25629838
June 7, 2005 97.09847520
December 7, 2005 95.91240511
June 7, 2006 94.69469428
December 7, 2006 93.44828628
June 7, 2007 92.16934563
December 7, 2007 90.82143655
June 7, 2008 89.41502126
December 7, 2008 87.96741495
June 7, 2009 86.47613449
December 7, 2009 84.93623996
June 7, 2010 83.34682968
December 7, 2010 81.70649781
June 7, 2011 80.01446113
December 7, 2011 78.26825444
June 7, 2012 76.46704679
December 7, 2012 74.60821280
June 7, 2013 72.69087160
December 7, 2013 70.71222835
June 7, 2014 68.67135144
December 7, 2014 66.56527055
June 7, 2015 64.39680855
December 7, 2015 62.18141220
June 7, 2016 59.90701788
December 7, 2016 57.57921332
June 7, 2017 55.19116542
December 7, 2017 52.74922503
June 7, 2018 50.24607276
December 7, 2018 47.68891618
June 7, 2019 45.06991829
December 7, 2019 42.39724789
June 7, 2020 39.66246591
December 7, 2020 36.87468604
June 7, 2021 34.02486926
December 7, 2021 31.12326980
June 7, 2022 28.12677629
December 7, 2022 25.00000000
Schedule 3
[PMCC]
TERMINATION VALUE PERCENTAGES
Termination
Basic Rent Payment Date Value Percentage
December 7, 1990 103.62303237%
June 7, 1991 104.28046135
December 7, 1991 104.86919671
June 7, 1992 105.39602711
December 7, 1992 105.85958009
June 7, 1993 106.26632062
December 7, 1993 106.61609179
June 7, 1994 106.91239198
December 7, 1994 107.14769501
June 7, 1995 107.31510447
December 7, 1995 107.43229145
June 7, 1996 107.49707746
December 7, 1996 107.50311530
June 7, 1997 107.45284386
December 7, 1997 107.33991809
June 7, 1998 107.16652111
December 7, 1998 106.92631574
June 7, 1999 106.62120990
December 7, 1999 106.24488095
June 7, 2000 105.79894081
December 7, 2000 105.27708927
June 7, 2001 104.68061986
December 7, 2001 104.00326400
June 7, 2002 103.24597383
December 7, 2002 102.40268839
June 7, 2003 101.47393430
December 7, 2003 100.45355335
June 7, 2004 99.38050261
December 7, 2004 98.25629838
June 7, 2005 97.09847520
December 7, 2005 95.91240511
June 7, 2006 94.69469428
December 7, 2006 93.44828628
June 7, 2007 92.16934563
December 7, 2007 90.82143655
June 7, 2008 89.41502126
December 7, 2008 87.96741495
June 7, 2009 86.47613449
December 7, 2009 84.93623996
June 7, 2010 83.34682968
December 7, 2010 81.70649781
June 7, 2011 80.01446113
December 7, 2011 78.26825444
June 7, 2012 76.46704679
December 7, 2012 74.60821280
June 7, 2013 72.69087160
December 7, 2013 70.71222835
June 7, 2014 68.67135144
December 7, 2014 66.56527055
June 7, 2015 64.39680855
December 7, 2015 62.18141220
June 7, 2016 59.90701788
December 7, 2016 57.57921332
June 7, 2017 55.19116542
December 7, 2017 52.74922503
June 7, 2018 50.24607276
December 7, 2018 47.68891618
June 7, 2019 45.06991829
December 7, 2019 42.39724789
June 7, 2020 39.66246591
December 7, 2020 36.87468604
June 7, 2021 34.02486926
December 7, 2021 31.12326980
June 7, 2022 28.12677629
December 7, 2022 25.00000000