LEASE SUPPLEMENT NO. 1
LEASE SUPPLEMENT NO. 1 (I&M Trust 2) dated as of
October 15, 1990, to Lease Agreement (I&M Trust 2) 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 2) dated as of December 1,
1989 with Nynex Credit Company, 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. 89-4190 in Book No. 57, Page
No. 182;
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
NYNEX CREDIT COMPANY
By: /s/ Paul H. Repp
Name: Paul H. Repp
Title: Vice President
STATE OF DELAWARE )
COUNTY OF NEW CASTLE) SS.:
On this, the 30th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared James P. Lawler and Emmett R. Harmon, the Financial
Services Officer and Vice President of WILMINGTON TRUST COMPANY,
who acknowledged themselves to be duly authorized officers of
WILMINGTON TRUST COMPANY, and that, as such officers, being
authorized to do so, they executed the foregoing instrument for
the purposes therein contained by signing and attesting the name
of WILMINGTON TRUST COMPANY.
/s/ 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 Paul H. Repp, the Vice President of NYNEX CREDIT
COMPANY, who acknowledged himself to be a duly authorized officer
of NYNEX CREDIT COMPANY, 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 NYNEX CREDIT
COMPANY.
/s/ Emilia M. Pitrelli
Name: Emilia M. Pitrelli
Notary Public, State of New York
No. 41-4862909
Qualified in Queens County
Commission Expires: 6-23-92
Residing in Queens County
This instrument was prepared by James M. Cotter,
425 Lexington Avenue, New York, New York 10017-3939.
Schedule 1
[NYNEX]
BASIC RENT PERCENTAGES
Basic Rent Payment Date Basic Rent Percentage
December 7, 1990 4.348753725%
June 7, 1991 4.348753725
December 7, 1991 4.348753725
June 7, 1992 4.348753725
December 7, 1992 4.348753725
June 7, 1993 4.348753725
December 7, 1993 4.348753725
June 7, 1994 4.348753725
December 7, 1994 4.348753725
June 7, 1995 4.348753725
December 7, 1995 4.348753725
June 7, 1996 4.348753725
December 7, 1996 4.348753725
June 7, 1997 4.348753725
December 7, 1997 4.348753725
June 7, 1998 4.348753725
December 7, 1998 4.348753725
June 7, 1999 4.348753725
December 7, 1999 4.348753725
June 7, 2000 4.348753725
December 7, 2000 4.348753725
June 7, 2001 4.348753725
December 7, 2001 4.348753725
June 7, 2002 4.348753725
December 7, 2002 4.348753725
June 7, 2003 4.348753725
December 7, 2003 4.348753725
June 7, 2004 4.348753725
December 7, 2004 4.348753725
June 7, 2005 4.348753725
December 7, 2005 4.348753725
June 7, 2006 4.348753725
December 7, 2006 4.348753725
June 7, 2007 4.348753725
December 7, 2007 4.348753725
June 7, 2008 4.348753725
December 7, 2008 4.348753725
June 7, 2009 4.348753725
December 7, 2009 4.348753725
June 7, 2010 4.348753725
December 7, 2010 4.348753725
June 7, 2011 4.348753725
December 7, 2011 4.348753725
June 7, 2012 4.348753725
December 7, 2012 4.348753725
June 7, 2013 4.348753725
December 7, 2013 4.348753725
June 7, 2014 4.348753725
December 7, 2014 4.348753725
June 7, 2015 4.348753725
December 7, 2015 4.348753725
June 7, 2016 4.348753725
December 7, 2016 4.348753725
June 7, 2017 4.348753725
December 7, 2017 4.348753725
June 7, 2018 4.348753725
December 7, 2018 4.348753725
June 7, 2019 4.348753725
December 7, 2019 4.348753725
June 7, 2020 4.348753725
December 7, 2020 4.348753725
June 7, 2021 4.348753725
December 7, 2021 4.348753725
June 7, 2022 4.348753725
December 7, 2022 4.348753725
Schedule 2
[NYNEX]
STIPULATED LOSS VALUE PERCENTAGES
Stipulated Loss
Basic Rent Payment Date Value Percentage
December 7, 1990 103.31588830%
June 7, 1991 103.96668846
December 7, 1991 104.54820977
June 7, 1992 105.06917078
December 7, 1992 105.52645054
June 7, 1993 105.92806630
December 7, 1993 106.27207143
June 7, 1994 106.56282073
December 7, 1994 106.79255481
June 7, 1995 106.96775419
December 7, 1995 107.08760881
June 7, 1996 107.15559627
December 7, 1996 107.16512635
June 7, 1997 107.11879730
December 7, 1997 107.00998582
June 7, 1998 106.84105190
December 7, 1998 106.60534104
June 7, 1999 106.30495695
December 7, 1999 105.93321652
June 7, 2000 105.49194787
December 7, 2000 104.97444254
June 7, 2001 104.38223241
December 7, 2001 103.70858785
June 7, 2002 102.95472228
December 7, 2002 102.11389007
June 7, 2003 101.19208592
December 7, 2003 100.20131268
June 7, 2004 99.15348223
December 7, 2004 98.06292466
June 7, 2005 96.92845186
December 7, 2005 95.75419361
June 7, 2006 94.54310397
December 7, 2006 93.28450363
June 7, 2007 91.98221751
December 7, 2007 90.63947818
June 7, 2008 89.25165419
December 7, 2008 87.82003153
June 7, 2009 86.33959050
December 7, 2009 84.81246968
June 7, 2010 83.23330031
December 7, 2010 81.60522982
June 7, 2011 79.92267915
December 7, 2011 78.18805392
June 7, 2012 76.39539426
December 7, 2012 74.54727652
June 7, 2013 72.63733464
December 7, 2013 70.66832303
June 7, 2014 68.63344537
December 7, 2014 66.53753182
June 7, 2015 64.38142577
December 7, 2015 62.17090946
June 7, 2016 59.90044887
December 7, 2016 57.57447908
June 7, 2017 55.18714896
December 7, 2017 52.74354095
June 7, 2018 50.23741615
December 7, 2018 47.67458656
June 7, 2019 45.04840444
December 7, 2019 42.36550332
June 7, 2020 39.61880543
December 7, 2020 36.81576851
June 7, 2021 33.94897890
December 7, 2021 31.02955942
June 7, 2022 28.07439269
December 7, 2022 25.00000021
Schedule 3
[NYNEX]
TERMINATION VALUE PERCENTAGES
Termination
Basic Rent Payment Date Value Percentage
December 7, 1990 103.31588830%
June 7, 1991 103.96668846
December 7, 1991 104.54820977
June 7, 1992 105.06917078
December 7, 1992 105.52645054
June 7, 1993 105.92806630
December 7, 1993 106.27207143
June 7, 1994 106.56282073
December 7, 1994 106.79255481
June 7, 1995 106.96775419
December 7, 1995 107.08760881
June 7, 1996 107.15559627
December 7, 1996 107.16512635
June 7, 1997 107.11879730
December 7, 1997 107.00998582
June 7, 1998 106.84105190
December 7, 1998 106.60534104
June 7, 1999 106.30495695
December 7, 1999 105.93321652
June 7, 2000 105.49194787
December 7, 2000 104.97444254
June 7, 2001 104.38223241
December 7, 2001 103.70858785
June 7, 2002 102.95472228
December 7, 2002 102.11389007
June 7, 2003 101.19208592
December 7, 2003 100.20131268
June 7, 2004 99.15348223
December 7, 2004 98.06292466
June 7, 2005 96.92845186
December 7, 2005 95.75419361
June 7, 2006 94.54310397
December 7, 2006 93.28450363
June 7, 2007 91.98221751
December 7, 2007 90.63947818
June 7, 2008 89.25165419
December 7, 2008 87.82003153
June 7, 2009 86.33959050
December 7, 2009 84.81246968
June 7, 2010 83.23330031
December 7, 2010 81.60522982
June 7, 2011 79.92267915
December 7, 2011 78.18805392
June 7, 2012 76.39539426
December 7, 2012 74.54727652
June 7, 2013 72.63733464
December 7, 2013 70.66832303
June 7, 2014 68.63344537
December 7, 2014 66.53753182
June 7, 2015 64.38142577
December 7, 2015 62.17090946
June 7, 2016 59.90044887
December 7, 2016 57.57447908
June 7, 2017 55.18714896
December 7, 2017 52.74354095
June 7, 2018 50.23741615
December 7, 2018 47.67458656
June 7, 2019 45.04840444
December 7, 2019 42.36550332
June 7, 2020 39.61880543
December 7, 2020 36.81576851
June 7, 2021 33.94897890
December 7, 2021 31.02955942
June 7, 2022 28.07439269
December 7, 2022 25.00000021