LEASE SUPPLEMENT NO. 1
LEASE SUPPLEMENT NO. 1 (I&M Trust 3) dated as of
October 15, 1990, to Lease Agreement (I&M Trust 3) 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 3) dated as of December 1,
1989 with First Chicago Leasing 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. 89-4191 in Book No. 57, Page
No. 232;
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
FIRST CHICAGO LEASING CORPORATION
By: /s/ Mit C. Buchanan
Name: Mit C. Buchanan
Title: Vice President
STATE OF DELAWARE )
COUNTY OF NEW CASTLE) SS.:
On this, the 30th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared James P. Lawler and Emmett R. Harmon, the Financial
Services Officer and Vice President of WILMINGTON TRUST COMPANY,
who acknowledged themselves to be duly authorized officers of
WILMINGTON TRUST COMPANY, and that, as such officers, being
authorized to do so, they executed the foregoing instrument for
the purposes therein contained by signing and attesting the name
of WILMINGTON TRUST COMPANY.
/s/ Sonja F. Allen
Name: Sonja F. Allen
Notary Public
My Commission Expires: 5-30-92
Residing in New Castle County
STATE OF OHIO )
COUNTY OF FRANKLIN ) SS.:
On this, the 26th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared G.P. Maloney and Jeffrey D. Cross, the Vice President
and Assistant Secretary of INDIANA MICHIGAN POWER COMPANY, who
acknowledged themselves to be duly authorized officers of INDIANA
MICHIGAN POWER COMPANY, and that, as such officers, being
authorized to do so, they executed the foregoing instrument for
the purposes therein contained by signing and attesting the name
of INDIANA MICHIGAN POWER COMPANY.
/s/ Mary M. Soltesz
Name: MARY M. SOLTESZ
Notary Public
My Commission Expires: 7-13-94
Residing in Franklin County
STATE OF ILLINOIS )
COUNTY OF COOK ) SS.:
On this, the 30th day of October, 1990, before me, a
Notary Public in and for said County and State, personally
appeared Mit C. Buchanan, the Vice President of FIRST CHICAGO
LEASING CORPORATION, who acknowledged himself to be a duly
authorized officer of FIRST CHICAGO LEASING 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 FIRST CHICAGO LEASING CORPORATION.
/s/ Lisa L. Plum
Name: Lisa L. Plum
Notary Public, State of Illinois
My Commission Expires: 6-4-94
Residing in Cook County
This instrument was prepared by James M. Cotter,
425 Lexington Avenue, New York, New York 10017-3939.
Schedule 1
[FCLC]
BASIC RENT PERCENTAGES
Basic Rent Payment Date Basic Rent Percentage
December 7, 1990 4.339172086%
June 7, 1991 4.339172086
December 7, 1991 4.339172086
June 7, 1992 4.339172086
December 7, 1992 4.339172086
June 7, 1993 4.339172086
December 7, 1993 4.339172086
June 7, 1994 4.339172086
December 7, 1994 4.339172086
June 7, 1995 4.339172086
December 7, 1995 4.339172086
June 7, 1996 4.339172086
December 7, 1996 4.339172086
June 7, 1997 4.339172086
December 7, 1997 4.339172086
June 7, 1998 4.339172086
December 7, 1998 4.339172086
June 7, 1999 4.339172086
December 7, 1999 4.339172086
June 7, 2000 4.339172086
December 7, 2000 4.339172086
June 7, 2001 4.339172086
December 7, 2001 4.339172086
June 7, 2002 4.339172086
December 7, 2002 4.339172086
June 7, 2003 4.339172086
December 7, 2003 4.339172086
June 7, 2004 4.339172086
December 7, 2004 4.339172086
June 7, 2005 4.339172086
December 7, 2005 4.339172086
June 7, 2006 4.339172086
December 7, 2006 4.339172086
June 7, 2007 4.339172086
December 7, 2007 4.339172086
June 7, 2008 4.339172086
December 7, 2008 4.339172086
June 7, 2009 4.339172086
December 7, 2009 4.339172086
June 7, 2010 4.339172086
December 7, 2010 4.339172086
June 7, 2011 4.339172086
December 7, 2011 4.339172086
June 7, 2012 4.339172086
December 7, 2012 4.339172086
June 7, 2013 4.339172086
December 7, 2013 4.339172086
June 7, 2014 4.339172086
December 7, 2014 4.339172086
June 7, 2015 4.339172086
December 7, 2015 4.339172086
June 7, 2016 4.339172086
December 7, 2016 4.339172086
June 7, 2017 4.339172086
December 7, 2017 4.339172086
June 7, 2018 4.339172086
December 7, 2018 4.339172086
June 7, 2019 4.339172086
December 7, 2019 4.339172086
June 7, 2020 4.339172086
December 7, 2020 4.339172086
June 7, 2021 4.339172086
December 7, 2021 4.339172086
June 7, 2022 4.339172086
December 7, 2022 4.339172086
Schedule 2
[FCLC]
STIPULATED LOSS VALUE PERCENTAGES
Stipulated Loss
Basic Rent Payment Date Value Percentage
December 7, 1990 103.812301533%
June 7, 1991 104.717121427
December 7, 1991 105.532995582
June 7, 1992 106.272281831
December 7, 1992 106.930588512
June 7, 1993 107.519336575
December 7, 1993 108.035918374
June 7, 1994 108.486638252
December 7, 1994 108.860667869
June 7, 1995 109.167297479
December 7, 1995 109.405664971
June 7, 1996 109.580856950
December 7, 1996 109.683814688
June 7, 1997 109.718364612
December 7, 1997 109.675424163
June 7, 1998 109.558472975
December 7, 1998 109.358409613
June 7, 1999 109.078340510
December 7, 1999 108.709151578
June 7, 2000 108.253547845
December 7, 2000 107.702410265
June 7, 2001 107.058012404
December 7, 2001 106.311239583
June 7, 2002 105.463901905
December 7, 2002 104.509960649
June 7, 2003 103.490974192
December 7, 2003 102.423119618
June 7, 2004 101.304053329
December 7, 2004 100.131319343
June 7, 2005 98.902343847
December 7, 2005 97.613452952
June 7, 2006 96.266123920
December 7, 2006 94.886130416
June 7, 2007 93.462404646
December 7, 2007 91.983200582
June 7, 2008 90.460468116
December 7, 2008 88.890572565
June 7, 2009 87.271204226
December 7, 2009 85.602470461
June 7, 2010 83.880306374
December 7, 2010 82.107.76754
June 7, 2011 80.278.07462
December 7, 2011 78.395739000
June 7, 2012 76.453584935
December 7, 2012 74.455104131
June 7, 2013 72.394811775
December 7, 2013 70.275972427
June 7, 2014 68.091749755
December 7, 2014 65.845634869
June 7, 2015 63.530438428
December 7, 2015 61.160107017
June 7, 2016 58.746733228
December 7, 2016 56.300231691
June 7, 2017 53.815016668
December 7, 2017 51.302075192
June 7, 2018 48.755747687
December 7, 2018 46.188601888
June 7, 2019 43.594896966
December 7, 2019 40.988989234
June 7, 2020 38.365096617
December 7, 2020 35.739419144
June 7, 2021 33.106074838
December 7, 2021 30.437503900
June 7, 2022 27.756308945
December 7, 2022 25.000000000
Schedule 3
[FCLC]
TERMINATION VALUE PERCENTAGES
Termination
Basic Rent Payment Date Value Percentage
December 7, 1990 103.812301533%
June 7, 1991 104.717121427
December 7, 1991 105.532995582
June 7, 1992 106.272281831
December 7, 1992 106.930588512
June 7, 1993 107.519336575
December 7, 1993 108.035918374
June 7, 1994 108.486638252
December 7, 1994 108.860667869
June 7, 1995 109.167297479
December 7, 1995 109.405664971
June 7, 1996 109.580856950
December 7, 1996 109.683814688
June 7, 1997 109.718364612
December 7, 1997 109.675424163
June 7, 1998 109.558472975
December 7, 1998 109.358409613
June 7, 1999 109.078340510
December 7, 1999 108.709151578
June 7, 2000 108.253547845
December 7, 2000 107.702410265
June 7, 2001 107.058012404
December 7, 2001 106.311239583
June 7, 2002 105.463901905
December 7, 2002 104.509960649
June 7, 2003 103.490974192
December 7, 2003 102.423119618
June 7, 2004 101.304053329
December 7, 2004 100.131319343
June 7, 2005 98.902343847
December 7, 2005 97.613452952
June 7, 2006 96.266123920
December 7, 2006 94.886130416
June 7, 2007 93.462404646
December 7, 2007 91.983200582
June 7, 2008 90.460468116
December 7, 2008 88.890572565
June 7, 2009 87.271204226
December 7, 2009 85.602470461
June 7, 2010 83.880306374
December 7, 2010 82.107376754
June 7, 2011 80.278307462
December 7, 2011 78.395739000
June 7, 2012 76.453584935
December 7, 2012 74.455104131
June 7, 2013 72.394811775
December 7, 2013 70.275972427
June 7, 2014 68.091749755
December 7, 2014 65.845634869
June 7, 2015 63.530438428
December 7, 2015 61.160107017
June 7, 2016 58.746733228
December 7, 2016 56.300231691
June 7, 2017 53.815016668
December 7, 2017 51.302075192
June 7, 2018 48.755747687
December 7, 2018 46.188601888
June 7, 2019 43.594896966
December 7, 2019 40.988989234
June 7, 2020 38.365096617
December 7, 2020 35.739419144
June 7, 2021 33.106074838
December 7, 2021 30.437503900
June 7, 2022 27.756308945
December 7, 2022 25.000000000