LEASE SUPPLEMENT NO. 1
LEASE SUPPLEMENT NO. 1 (I&M Trust 4) dated as of
October 15, 1990, to Lease Agreement (I&M Trust 4) 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 4) dated as of December 1,
1989 with Natwest Leasing Corporation, a New York 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. 89-4192 in Book No. 57, Page
No. 283;
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
NATWEST LEASING CORPORATION
By: /s/ J. Michael Sutka
Name: J. Michael Sutka
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 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 J. Michael Sutka, the Vice President of NATWEST LEASING
CORPORATION, who acknowledged himself to be a duly authorized
officer of NATWEST 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 NATWEST LEASING CORPORATION.
/s/ Barbara N. Herlihy
Name: Barbara N. Herlihy
Notary Public
My Commission Expires: 4-30-91
Residing in Bronx County
This instrument was prepared by James M. Cotter,
425 Lexington Avenue, New York, New York 10017-3939.
Schedule 1
[NATWEST]
BASIC RENT PERCENTAGES
Basic Rent Payment Date Basic Rent Percentage
December 7, 1990 4.341477991%
June 7, 1991 4.341477991
December 7, 1991 4.341477991
June 7, 1992 4.341477991
December 7, 1992 4.341477991
June 7, 1993 4.341477991
December 7, 1993 4.341477991
June 7, 1994 4.341477991
December 7, 1994 4.341477991
June 7, 1995 4.341477991
December 7, 1995 4.341477991
June 7, 1996 4.341477991
December 7, 1996 4.341477991
June 7, 1997 4.341477991
December 7, 1997 4.341477991
June 7, 1998 4.341477991
December 7, 1998 4.341477991
June 7, 1999 4.341477991
December 7, 1999 4.341477991
June 7, 2000 4.341477991
December 7, 2000 4.341477991
June 7, 2001 4.341477991
December 7, 2001 4.341477991
June 7, 2002 4.341477991
December 7, 2002 4.341477991
June 7, 2003 4.341477991
December 7, 2003 4.341477991
June 7, 2004 4.341477991
December 7, 2004 4.341477991
June 7, 2005 4.341477991
December 7, 2005 4.341477991
June 7, 2006 4.341477991
December 7, 2006 4.341477991
June 7, 2007 4.341477991
December 7, 2007 4.341477991
June 7, 2008 4.341477991
December 7, 2008 4.341477991
June 7, 2009 4.341477991
December 7, 2009 4.341477991
June 7, 2010 4.341477991
December 7, 2010 4.341477991
June 7, 2011 4.341477991
December 7, 2011 4.341477991
June 7, 2012 4.341477991
December 7, 2012 4.341477991
June 7, 2013 4.341477991
December 7, 2013 4.341477991
June 7, 2014 4.341477991
December 7, 2014 4.341477991
June 7, 2015 4.341477991
December 7, 2015 4.341477991
June 7, 2016 4.341477991
December 7, 2016 4.341477991
June 7, 2017 4.341477991
December 7, 2017 4.341477991
June 7, 2018 4.341477991
December 7, 2018 4.341477991
June 7, 2019 4.341477991
December 7, 2019 4.341477991
June 7, 2020 4.341477991
December 7, 2020 4.341477991
June 7, 2021 4.341477991
December 7, 2021 4.341477991
June 7, 2022 4.341477991
December 7, 2022 4.341477991
Schedule 2
[NATWEST]
STIPULATED LOSS VALUE PERCENTAGES
Stipulated Loss
Basic Rent Payment Date Value Percentage
December 7, 1990 104.992947787%
June 7, 1991 106.116986364
December 7, 1991 107.138870797
June 7, 1992 108.073138015
December 7, 1992 108.913930222
June 7, 1993 109.674889794
December 7, 1993 110.352338362
June 7, 1994 110.954438525
December 7, 1994 111.469066679
June 7, 1995 111.907311735
December 7, 1995 112.267445691
June 7, 1996 112.556146950
December 7, 1996 112.763475835
June 7, 1997 112.894684307
December 7, 1997 112.939960273
June 7, 1998 112.903721413
December 7, 1998 112.775471905
June 7, 1999 112.559106184
December 7, 1999 112.244164507
June 7, 2000 111.834066695
December 7, 2000 111.318404024
June 7, 2001 110.700087241
December 7, 2001 109.968776014
June 7, 2002 109.126835169
December 7, 2002 108.174655844
June 7, 2003 107.167267008
December 7, 2003 106.111143822
June 7, 2004 105.003936152
December 7, 2004 103.843180934
June 7, 2005 102.626296430
December 7, 2005 101.349597236
June 7, 2006 100.010152440
December 7, 2006 98.604887901
June 7, 2007 97.134569244
December 7, 2007 95.613952030
June 7, 2008 94.040320425
December 7, 2008 92.414834814
June 7, 2009 90.732356311
December 7, 2009 88.994653656
June 7, 2010 87.196662924
December 7, 2010 85.341343879
June 7, 2011 83.423424993
December 7, 2011 81.445030900
June 7, 2012 79.403070102
December 7, 2012 77.306801837
June 7, 2013 75.149585307
December 7, 2013 72.935143910
June 7, 2014 70.656434550
December 7, 2014 68.317328876
June 7, 2015 65.910372028
December 7, 2015 63.439658478
June 7, 2016 60.897310872
December 7, 2016 58.287659041
June 7, 2017 55.602381903
December 7, 2017 52.847865693
June 7, 2018 50.039541848
December 7, 2018 47.220688488
June 7, 2019 44.385032698
December 7, 2019 41.551503300
June 7, 2020 38.714139592
December 7, 2020 35.894501732
June 7, 2021 33.086743220
December 7, 2021 30.315554365
June 7, 2022 27.656260316
December 7, 2022 25.000000000
Schedule 3
[NATWEST]
TERMINATION VALUE PERCENTAGES
Termination
Basic Rent Payment Date Value Percentage
December 7, 1990 104.992947787%
June 7, 1991 106.116986364
December 7, 1991 107.138870797
June 7, 1992 108.073138015
December 7, 1992 108.913930222
June 7, 1993 109.674889794
December 7, 1993 110.352338362
June 7, 1994 110.954438525
December 7, 1994 111.469066679
June 7, 1995 111.907311735
December 7, 1995 112.267445691
June 7, 1996 112.556146950
December 7, 1996 112.763475835
June 7, 1997 112.894684307
December 7, 1997 112.939960273
June 7, 1998 112.903721413
December 7, 1998 112.775471905
June 7, 1999 112.559106184
December 7, 1999 112.244164507
June 7, 2000 111.834066695
December 7, 2000 111.318404024
June 7, 2001 110.700087241
December 7, 2001 109.968776014
June 7, 2002 109.126835169
December 7, 2002 108.174655844
June 7, 2003 107.167267008
December 7, 2003 106.111143822
June 7, 2004 105.003936152
December 7, 2004 103.843180934
June 7, 2005 102.626296430
December 7, 2005 101.349597236
June 7, 2006 100.010152440
December 7, 2006 98.604887901
June 7, 2007 97.134569244
December 7, 2007 95.613952030
June 7, 2008 94.040320425
December 7, 2008 92.414834814
June 7, 2009 90.732356311
December 7, 2009 88.994653656
June 7, 2010 87.196662924
December 7, 2010 85.341343879
June 7, 2011 83.423424993
December 7, 2011 81.445030900
June 7, 2012 79.403070102
December 7, 2012 77.306801837
June 7, 2013 75.149585307
December 7, 2013 72.935143910
June 7, 2014 70.656434550
December 7, 2014 68.317328876
June 7, 2015 65.910372028
December 7, 2015 63.439658478
June 7, 2016 60.897310872
December 7, 2016 58.287659041
June 7, 2017 55.602381903
December 7, 2017 52.847865693
June 7, 2018 50.039541848
December 7, 2018 47.220688488
June 7, 2019 44.385032698
December 7, 2019 41.551503300
June 7, 2020 38.714139592
December 7, 2020 35.894501732
June 7, 2021 33.086743220
December 7, 2021 30.315554365
June 7, 2022 27.656260316
December 7, 2022 25.000000000