AMENDMENT NO. 1
Dated as of March 7, 1995
to
LEASE AGREEMENT
Dated as of January 20, 1995
between
JMG Funding, Limited Partnership
as Lessor
and
Ohio Power Company
as Lessee
This Amendment has been manually executed in
6 counterparts, numbered consecutively from 1
through 6, of which this is No. ___. To the
extent, if any, that this Amendment
constitutes chattel paper (as such term is
defined in the Uniform Commercial Code as in
effect in any jurisdiction), no security
interest in this Amendment may be created or
perfected through the transfer or possession
of any counterpart other than the original
executed counterpart which shall be the
counterpart identified as counterpart No. 1.
Amendment No. 1 dated as of March 7, 1995 ("Amendment
No. 1") to Lease Agreement, dated as of January 20, 1995, between
JMG Funding, Limited Partnership, a Delaware limited partnership
("Lessor"), and Ohio Power Company, an Ohio corporation
("Lessee"), amending the Lease Agreement referred to below.
WHEREAS, Lessor and Lessee have heretofore entered into
a Lease Agreement, dated as of January 20, 1995 (the "Lease
Agreement"); and
WHEREAS, Lessor and Lessee wish to amend the Lease
Agreement as hereinafter provided;
NOW, THEREFORE, Lessor and Lessee hereby agree that the
Lease Agreement is amended as follows:
1. The definition of "Computation Period" in Section
1 of the Lease Agreement is amended to read in its entirety as
follows:
"Computation Period" means with respect to (i) the
first Quarterly Rent Period hereunder, the period beginning on
January 1, 1995 and ending on March 22, 1995, and (ii) any
subsequent Quarterly Rent Period, the period beginning on the
23rd day of the last calendar month of the immediately preceding
Quarterly Rent Period and ending on the 22nd day of the last
calendar month of the Quarterly Rent Period for which Basic Rent
is being computed."
2. The definition of "Quarterly Rent Period" in
Section 1 of the Lease Agreement is amended to read in its
entirety as follows:
"Quarterly Rent Period" means each quarterly period of
each year of the Lease Term beginning January 1 and ending March
31, beginning April 1 and ending June 30, beginning July 1 and
ending September 30, and beginning October 1 and ending December
31, as the case may be; provided, however, that (i) the first
such period shall be deemed to have commenced on January 1, 1995
and shall end on March 31, 1995, and (ii) the last such period
shall end on the last day of the Lease Term or Renewal Term, if
any, as the case may be.
3. Exhibit C to the Lease Agreement is hereby amended
to read in its entirety as set forth on Schedule A attached
hereto.
4. This Amendment No. 1 may be executed in several
counterparts, each of which when executed and delivered shall be
deemed an original and all of which counterparts, taken together,
shall constitute but one and the same Amendment No. 1.
2
5. This Amendment No. 1 shall in all respects be
governed by, and construed in accordance with, the laws of the
State of New York, including all matters of construction,
validity and performance.
6. Except as provided herein, all provisions, terms
and conditions of the Lease Agreement shall remain in full force
and effect. As amended hereby, the Lease Agreement is ratified
and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of the date first above
written.
JMG Funding, Limited Partnership
By JMG Capital, Inc., its
general partner
By:___/s/ Thomas W. Widener_____
Name: Thomas W. Widener
Title: Vice President, Secretary
and Treasurer
Ohio Power Company
By:___/s/ G. P. Maloney____
Name: G. P. Maloney
Title: Vice President
4
SCHEDULE A
Exhibit C
Fixed Rent Schedule
Quarterly Adjusted
Rent Acquisition
End of Debt Equity Administration Amortization Cost
Quarter Portion Portion Charge Factor Factor
0* PORTION OMITTED AND FILED SEPARATELY 0.3938% 99.60619%
1 PURSUANT TO A REQUEST FOR CONFIDENTIAL 0.4015% 99.20472%
2 TREATMENT 0.4093% 98.79546%
3 0.4172% 98.37824%
4 0.4253% 97.95291%
5 0.4336% 97.51932%
6 0.4420% 97.07730%
7 0.4506% 96.62669%
8 0.4594% 96.16731%
9 0.4683% 95.69900%
10 0.4774% 95.22158%
11 0.4867% 94.73487%
12 0.4962% 94.23869%
13 0.5058% 93.73286%
14 0.5157% 93.21719%
15 0.5257% 92.69148%
16 0.5359% 92.15553%
17 0.5464% 91.60915%
18 0.5570% 91.05213%
19 0.5679% 90.48427%
20 0.5789% 89.90534%
21 0.5902% 89.31514%
22 0.6017% 88.71344%
23 0.6134% 88.10002%
24 0.6254% 87.47464%
25 0.6376% 86.83707%
26 0.6500% 86.18708%
27 0.6627% 85.52442%
28 0.6756% 84.84883%
29 0.6888% 84.16008%
30 0.7022% 83.45789%
31 0.7159% 82.74200%
32 0.7299% 82.01215%
33 0.7441% 81.26806%
34 0.7586% 80.50945%
35 0.7734% 79.73603%
36 0.7885% 78.94752%
37 0.8039% 78.14362%
38 0.8196% 77.32403%
39 0.8356% 76.48843%
40 0.8519% 75.63651%
41 0.8686% 74.76796%
42 0.8855% 73.88244%
43 0.9028% 72.97962%
44 PORTION OMITTED AND FILED SEPARATELY 0.9205% 72.05915%
45 PURSUANT TO A REQUEST FOR CONFIDENTIAL 0.9384% 71.12071%
46 TREATMENT 0.9568% 70.16393%
47 0.9755% 69.18844%
48 0.9946% 68.19389%
49 1.0140% 67.17989%
50 1.0338% 66.14606%
51 1.0540% 65.09202%
52 1.0747% 64.01736%
53 1.0957% 62.92168%
54 1.1171% 61.80457%
55 1.1390% 60.66560%
56 1.1613% 59.50434%
57 1.1840% 58.32035%
58 1.2072% 57.11319%
59 1.2308% 55.88240%
60 0.7353% 55.14711%
61 0.7353% 54.41181%
62 0.7353% 53.67652%
63 0.7353% 52.94122%
64 0.7353% 52.20593%
65 0.7353% 51.47063%
66 0.7353% 50.73534%
67 0.7353% 50.00004%
68 0.7353% 49.26475%
69 0.7353% 48.52945%
70 0.7353% 47.79416%
71 0.7353% 47.05886%
72 0.7353% 46.32357%
73 0.7353% 45.58827%
74 0.7353% 44.85298%
75 0.7353% 44.11768%
76 0.7353% 43.38239%
77 0.7353% 42.64709%
78 0.7353% 41.91180%
79 0.7353% 41.17651%
80 0.7353% 40.44121%
81 0.7353% 39.70592%
82 0.7353% 38.97062%
83 0.7353% 38.23533%
84 0.7353% 37.50003%
85 0.7353% 36.76474%
86 0.7353% 36.02944%
87 0.7353% 35.29415%
88 0.7353% 34.55885%
89 0.7353% 33.82356%
90 0.7353% 33.08826%
91 0.7353% 32.35297%
92 0.7353% 31.61767%
93 PORTION OMITTED AND FILED SEPARATELY 0.7353% 30.88238%
94 PURSUANT TO A REQUEST FOR CONFIDENTIAL 0.7353% 30.14708%
95 TREATMENT 0.7353% 29.41179%
96 0.7353% 28.67649%
97 0.7353% 27.94120%
98 0.7353% 27.20591%
99 0.7353% 26.47061%
100 0.7353% 25.73532%
101 0.7353% 25.00002%
102 0.7353% 24.26473%
103 0.7353% 23.52943%
104 0.7353% 22.79414%
105 0.7353% 22.05884%
106 0.7353% 21.32355%
107 0.7353% 20.58825%
108 0.7353% 19.85296%
109 0.7353% 19.11766%
110 0.7353% 18.38237%
111 0.7353% 17.64707%
112 0.7353% 16.91178%
113 0.7353% 16.17648%
114 0.7353% 15.44119%
115 0.7353% 14.70589%
116 0.7353% 13.97060%
117 0.7353% 13.23531%
118 0.7353% 12.50001%
119 0.7353% 11.76472%
120 0.7353% 11.02942%
121 0.7353% 10.29413%
122 0.7353% 9.55883%
123 0.7353% 8.82354%
124 0.7353% 8.08824%
125 0.7353% 7.35295%
126 0.7353% 6.61765%
127 0.7353% 5.88236%
128 0.7353% 5.14706%
129 0.7353% 4.41177%
130 0.7353% 3.67647%
131 0.7353% 2.94118%
132 0.7353% 2.20588%
133 0.7353% 1.47059%
134 0.7353% 0.73529%
135 0.3676% 0.36765%
136 0.3676% 0.00000%
*Quarter 0 is the partial calendar quarter in which the Effective Date occurs.
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