<PAGE>
File No. 70-6458
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
Post-Effective Amendment No. 16
to
FORM U-1
________________________________
APPLICATION OR DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
INDIANA MICHIGAN POWER COMPANY
One Summit Square, P.0. Box 60, Fort Wayne, Indiana 46801
(Name of company filing this statement and
address of principal executive offices)
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
***
G. P. Maloney, Executive Vice President
American Electric Power Service Corporation
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, General Counsel
American Electric Power Service Corporation
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
<PAGE>
The undersigned Indiana Michigan Power Company, formerly
Indiana & Michigan Electric Company ("I&M"), hereby amends as
follows its Application or Declaration on Form U-1 in File No. 70-
6458, as heretofore amended:
1. By adding the following paragraph to the end of Item 1 of
said U-1:
Payment of the principal and interest on the Refunding
Fixed Rate Bonds will be insured by a municipal bond insurance
policy to be issued by AMBAC Indemnity Corporation
simultaneously with the issuance of the Refunding Fixed Rate
Bonds.
2. By adding the following paragraph to the end of Item 2 of
said U-1:
Estimates of the fees, commissions and expenses to be
paid or incurred directly or indirectly by I&M in connection
with the preparation for and the issuance of Refunding Fixed
Rate Bonds are as follows:
Securities and Exchange Commission Filing Fee $ 2,000
Goldman, Sachs & Co. (underwriting compensation,
including counsel fees) 550,000
CUSIP Service Bureau 120
Printing 25,000
Hotels and Airfare 8,000
Norwest Bank Indiana, N.A., Trustee (including
counsel) 15,500
Deloitte & Touche 15,000
Simpson Thacher & Bartlett 75,000
Squire, Sanders & Dempsey 5,000
Baker & Daniels 20,000
Loomis, Ewert, Ederer, Parsley, Davis & Gotting 5,000
Counsel for City of Rockport 5,000
Rating Agency Fee 40,000
Bond Insurance Premium 1,000,000
Miscellaneous 30,000
TOTAL $1,795,620
3. By supplying the following exhibits:
B-4-4 Form of Second Agreement to Agreement of Sale
B-7-5 Form of Fifth Supplemental Indenture between
the City and the Trustee
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Post-Effective Amendment No. 16 to be signed on its behalf by the
undersigned thereunto duly authorized.
INDIANA MICHIGAN POWER COMPANY
By ____/s/ G. P. Maloney____
Vice President
Dated: September 26, 1994
[94FN0088.IMP]
/PAGE
<PAGE>
<PAGE>
EXHIBIT B-4-4
DRAFT 9/13/94
SECOND AMENDMENT TO AGREEMENT OF SALE
SECOND AMENDMENT as of the 1st day of October, 1994, by
and between the CITY OF ROCKPORT, INDIANA, a municipal corporation
and political subdivision of the State of Indiana (the "Issuer"),
and INDIANA MICHIGAN POWER COMPANY, a corporation organized and
existing under the laws of the State of Indiana (the "Company"), to
the Agreement of Sale, dated as of December 1, 1984, as amended by
the First Amendment to the Agreement of Sale, dated as of July 1,
1985, between the Issuer and the Company (the "Existing
Agreement");
W I T N E S S E T H :
WHEREAS, the Issuer proposes to issue $50,000,000
aggregate principal amount of its Pollution Control Revenue
Refunding Bonds (Indiana Michigan Power Company Project), Series
1995 A Bonds (the "Series 1995 A Bonds"), as Refunding Bonds
pursuant to Section 2.11 of its Indenture of Trust, dated as of
December 1, 1984, as supplemented and amended (the "Indenture"),
with Norwest Bank Indiana, N.A. (formerly Lincoln National Bank and
Trust Company of Fort Wayne), as Trustee (the "Trustee"); and
WHEREAS, the Issuer and the Company desire to amend the
Existing Agreement in connection with the issuance of the Series
1995 A Bonds, pursuant to Section 9.6 of the Existing Agreement and
Section 11.01(v) of the Indenture; and
WHEREAS, Section 9.6 of the Existing Agreement provides
that the Existing Agreement may not be amended, changed, modified,
altered or terminated except in accordance with the Indenture; and
WHEREAS, Section 11.01(v) of the Indenture provides that
the Issuer and the Trustee shall, without the consent of or notice
to the bondholders, consent to any amendment, change or
modification of the Existing Agreement in connection with the
issuance of Refunding Bonds pursuant to Section 2.11 of the
Indenture; and
WHEREAS, the Trustee has so consented to this Second
Amendment to Agreement of Sale; and
WHEREAS, Section 11.03 of the Indenture provides that
consent of or notice to The Long Term Credit Bank of Japan,
Limited, New York Branch, the issuer of the Floating Letter of
Credit (as defined in the Indenture) and the Adjustable Letter of
Credit (as defined in the Indenture), shall not be required with
respect to any amendment, change, or modification of the Existing
Agreement described in Section 11.01(v) of the Indenture;
NOW, THEREFORE, the Issuer and the Company covenant and
agree as follows:
Section 1. The definition of "Bond Fund" in Section 1.1
of the Existing Agreement is amended to read as follows:
"'Bond Fund' shall mean, as the context may require:
(i) the 1985 Bond Fund established by the
First Supplemental Indenture relating to the Series
1985 A Bonds;
(ii) the Adjustable 1985 Bond Fund
established by the Second Supplemental Indenture
relating to the Adjustable Series 1985 A Bonds;
(iii) the Fixed Rate 1985 Bond Fund
established by the Third Supplemental Indenture
relating to the Fixed Rate Series 1985 A Bonds;
or
(iv) the 1995 Bond Fund established by the
Fifth Supplemental Indenture relating to the Series
1995 A Bonds".
Section 2. Section 3.7 of the Existing Agreement is
amended to read as follows:
"Section 3.7. Investment of Construction Fund and Bond
Fund Moneys. In the absence of any event of default, the
Issuer will cause any moneys held as a part of the
Construction Fund, the Bond Fund, the 1985 Bond Fund
(other than the proceeds of any drawings under the
Floating Letter of Credit), the Adjustable 1985 Bond Fund
(other than the proceeds of any drawings under the
Adjustable Letter of Credit), the Fixed Rate 1985 Bond
Fund and the 1995 Bond Fund to be invested or reinvested
by the Trustee (through its bond department if it so
desires), at the request of and directed by the Company,
in (a) Government Obligations; (b) obligations issued or
guaranteed by any person controlled or supervised by and
acting as an instrumentality of the United States of
America pursuant to authority granted by the Congress of
the United States; (c) interest bearing accounts, time
deposits or certificates of deposit which are secured by
obligations of the type described in clause (a) above or
which are issued by banks or trust companies, including
the Trustee, organized under the laws of the United
States of America or any state thereof, which have
combined capital and surplus of at least $10,000,000; (d)
obligations issued or guaranteed by any state of the
United States or the District of Columbia, or any
political subdivision of any such state or District,
rated A or better by Standard & Poor's Corporation or
Moody's Investors Service, respectively, or their
successors; (e) commercial paper or finance company paper
rated prime by Standard & Poor's Corporation or Moody's
Investors Service, respectively, or their successors; (f)
bankers acceptances drawn on and accepted by commercial
banks; (g) repurchase agreements fully secured by any one
or more of the foregoing; and (h) any other obligations
or securities to the extent that moneys in the
Construction Fund, the Bond Fund, the 1985 Bond Fund
(other than the proceeds of any drawings under the
Floating Letter of Credit), the Adjustable 1985 Bond Fund
(other than the proceeds of any drawings under the
Adjustable Letter of Credit), the Fixed Rate 1985 Bond
Fund or the 1995 Bond Fund are permitted to be invested
therein under applicable law; provided that moneys held
for the purchase or redemption of Series 1985 A Bonds or
Adjustable Series 1985 A Bonds under the Indenture and
which have not been delivered on the date fixed for such
purchase or redemption may be invested solely in
Government Obligations which mature not more than thirty
days from the date of such investment or earlier, if
needed."
IN WITNESS WHEREOF, the Issuer and the Company have
caused this Second Amendment to Agreement of Sale to be executed in
their respective corporate names and their respective corporate
seals to be hereunto affixed and attested by their duly authorized
officers, all as of the date first above written.
CITY OF ROCKPORT, INDIANA
By_______________________
Mayor
[Seal]
Attest: _______________________
Clerk-Treasurer
INDIANA MICHIGAN POWER
COMPANY
By_______________________
Vice President
[Seal]
Attest: ______________________
Assistant Secretary
/PAGE
<PAGE>
<PAGE>
EXHIBIT B-7-5
THIS FIFTH SUPPLEMENTAL INDENTURE OF TRUST (the "Fifth
Supplemental Indenture"), made as of the first day of October,
1994, by and between the CITY OF ROCKPORT, INDIANA, a municipal
corporation and political subdivision of the State of Indiana (the
"Issuer"), and NORWEST BANK INDIANA, N.A. (formerly Lincoln
National Bank and Trust Company of Fort Wayne), a national banking
corporation organized within the State of Indiana, existing and
authorized to accept and execute trusts of the character herein set
out under and by virtue of the laws of the United States, with its
principal corporate trust office located in Fort Wayne, Indiana, as
Trustee (the "Trustee");
W I T N E S S E T H :
WHEREAS, the Issuer has issued $110,000,000 aggregate
principal amount of its Pollution Control Revenue Bonds (Indiana &
Michigan Electric Company Project), Series 1984 A (the "Series A
Bonds"), pursuant to Indiana Code 36-7-11.9 and Indiana Code 36-7-
12 (collectively, the "Act") and an Indenture of Trust dated as of
December 1, 1984 (the "1984 Indenture"), between the Issuer and the
Trustee for the purpose of acquiring, constructing, installing,
equipping and financing the portion of certain facilities designed
for the abatement or control of atmospheric and water pollution,
including collection of sewage or disposal of solid waste (the
"Project"), at the Rockport Generating Station owned by Indiana &
Michigan Electric Company (the "Company") as tenant in common
without right of partition with AEP Generating Company, which
facilities were sold to the Company pursuant to an Agreement of
Sale dated as of December 1, 1984, as amended (the "Agreement"),
between the Issuer and the Company; and
WHEREAS, the Issuer has issued simultaneously (a)
$50,000,000 aggregate principal amount of its Floating Rate Weekly
Demand Pollution Control Revenue Refunding Bonds (Indiana &
Michigan Electric Company Project), Series 1985 A (the "Series 1985
A Bonds"), pursuant to a First Supplemental Indenture of Trust,
dated as of July 1, 1985 (the "First Supplemental Indenture"), as
Refunding Bonds pursuant to Section 2.11 of the 1984 Indenture to
refund a portion of $110,000,000 aggregate principal amount of the
Series A Bonds which matured by their terms on December 16, 1985,
(b) $50,000,000 aggregate principal amount of its Adjustable Rate
Tender Pollution Control Revenue Refunding Bonds (Indiana &
Michigan Electric Company Project), Series 1985 A (the "Adjustable
Series 1985 A Bonds"), pursuant to a Second Supplemental Indenture
of Trust, dated as of July 1, 1985 (the "Second Supplemental
Indenture") as Refunding Bonds pursuant to Section 2.11 of the 1984
Indenture to refund a portion of $110,000,000 aggregate principal
amount of the Series A Bonds which matured by their terms on
December 16, 1985, and (c) $50,000,000 aggregate principal amount
of its Fixed Rate Pollution Control Revenue Bonds (Indiana &
Michigan Electric Company Project), Series 1985 A (the "Fixed Rate
Series 1985 A Bonds"), pursuant to a Third Supplemental Indenture
of Trust, dated as of July 1, 1985 (the "Third Supplemental
Indenture") as refunding Bonds pursuant to Section 2.11 of the 1984
Indenture to refund a portion of $110,000,000 aggregate principal
amount of the Series A Bonds which matured by their terms on
December 16, 1985 and as Additional Bonds pursuant to Section 2.10
of the 1984 Indenture to finance a portion of the estimated Cost of
Construction, as defined in the Agreement, of the Project not
theretofore paid by application of the Series A Bond proceeds;
WHEREAS, the Issuer has determined to issue $50,000,000
aggregate principal amount of its Pollution Control Revenue
Refunding Bonds (Indiana Michigan Power Company Project), Series
1995 A (the "Series 1995 A Bonds"), as Refunding Bonds pursuant to
Section 2.11 of the 1984 Indenture to refund the Fixed Rate Series
1985 A Bonds at their redemption on August 1, 1995 pursuant to the
Act and Indiana Code 5-1-5; and
WHEREAS, the Issuer has determined that the Series 1995
A Bonds to be issued hereunder and the certificate of
authentication by the Trustee to be endorsed on all Series 1995 A
Bonds shall be, respectively, substantially in the following forms
with such variations, omissions and insertions as are required or
permitted by the 1984 Indenture, as amended and supplemented, or
this Fifth Supplemental Indenture:
<PAGE>
(FORM OF FRONT OF BOND)
No. R-_____ $__________
UNITED STATES OF AMERICA
STATE OF INDIANA
CITY OF ROCKPORT, INDIANA
POLLUTION CONTROL REVENUE REFUNDING BOND
(INDIANA MICHIGAN POWER COMPANY PROJECT)
SERIES 1995 A
MATURITY DATE: _______________ CUSIP: ______________
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Rockport, a municipal corporation and
political subdivision of the State of Indiana (the "Issuer"), for
value received, hereby promises to pay, solely from the source
and as hereinafter provided, to the registered owner stated
above, or registered assigns, on the maturity date stated above
or upon earlier redemption hereof upon the presentation and
surrender hereof, the principal amount stated above together with
interest on said principal amount from June 1 or December 1 next
preceding the date on which it is authenticated (unless this Bond
is authenticated prior to December 1, 1995, in which case it
shall bear interest from the date hereof or unless this Bond is
authenticated on a June 1 or December 1, in which case it shall
bear interest from such June 1 and December 1), payable semi-
annually on June 1 and December 1 of each year commencing
December 1, 1995 until payment of said principal sum at the rate
of ________________ per cent (____%) per annum. The principal of
this Bond is payable at the principal office of Norwest Bank
Indiana, N.A. (formerly Lincoln National Bank and Trust Company
of Fort Wayne), in Fort Wayne, Indiana, as Trustee, or its
successor in trust (the "Trustee") under the Indenture; provided,
however, interest on this Bond is payable by check mailed to the
registered owner hereof. Both principal and interest are payable
in lawful money of the United States of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF WHICH, FOR ALL
PURPOSES HEREOF, SHALL HAVE THE FORCE AND EFFECT AS IF PRINTED IN
FULL ON THE FRONT HEREOF.
All acts, conditions and things required to happen
exist or be performed precedent to the issuance of this bond have
happened, exist and have been performed.
This Bond shall not become obligatory for any purpose
or be entitled to any security or benefit under the Indenture or
be valid until the Trustee shall have executed the Certificate of
Authentication appearing hereon.
This Bond and the issue of which it is a part and the
interest thereon are limited obligations of the Issuer payable
solely from the revenues and receipts derived from the Agreement
of Sale (except to the extent paid out of money attributable to
Bond proceeds), which revenues and receipts have been pledged and
assigned to the Trustee to secure payment thereof. The Bonds and
the interest thereon shall not be deemed to constitute a debt or
a pledge of the faith and credit of the State of Indiana or any
political subdivision thereof other than the Issuer, whose
obligations in respect of the Bonds and the interest thereon are
limited as set forth herein and in the Indenture. Neither the
Issuer, the State of Indiana nor any other political subdivision
thereof shall be obligated to pay the principal of the Bonds, the
premium, if any, or the interest thereon or other costs incident
thereto except from the revenues and receipts pledged therefor.
Neither the faith and credit nor the taxing power of the Issuer
or the State of Indiana or any other political subdivision
thereof is pledged to the payment of the principal of the Bonds,
the premium, if any, or the interest thereon or other costs
incident thereto.
IN WITNESS WHEREOF, the City of Rockport, Indiana has
caused this Bond to be signed by the manual or facsimile
signature of its Mayor, its seal to be affixed hereto or a
facsimile thereof to be printed hereon and attested by the manual
or facsimile signature of its Clerk-Treasurer, and this Bond to
be dated as of June 1, 1995.
CITY OF ROCKPORT, INDIANA
By________________________
Mayor
(SEAL)
Attest:
__________________________
Clerk-Treasurer<PAGE>
(FORM OF REVERSE OF BOND)
This Bond is one of an issue of $50,000,000 City of
Rockport, Indiana Pollution Control Revenue Refunding Bonds
(Indiana Michigan Power Company Project), Series 1995 A (the
"Bonds"), of like date and tenor, except as to number and
principal amount, authorized and issued pursuant to Indiana Code
36-7-11.9, Indiana Code 36-7-12 and Indiana Code 5-1-5, for the
purpose of refunding Fixed Rate Pollution Control Revenue Bonds
(Indiana & Michigan Electric Company Project) Series 1985 A,
which were previously issued by the Issuer in part for the
purpose of acquiring, constructing, installing, equipping and
financing, in part, the portion of certain air and water
pollution abatement or control facilities, including sewage or
solid waste disposal facilities (the "Project") at the Rockport
Generating Station (the "Plant") owned by Indiana Michigan Power
Company, a corporation organized and existing under the laws of
the State of Indiana (the "Company"), as tenant in common without
right of partition with AEP Generating Company, a corporation
organized and existing under the laws of the State of Ohio and
duly qualified to do business as a foreign corporation in the
State of Indiana, and selling the same to the Company pursuant to
an Agreement of Sale dated as of December 1, 1984 (the "1984
Agreement"), as amended by the First Amendment to Agreement of
Sale dated as of July 1, 1985 (the "First Agreement Amendment")
and as to be amended by the Second Amendment to Agreement of Sale
dated as of October 1, 1994 (the "Second Amendment Agreement")
(the 1984 Agreement, as amended by the First Agreement Amendment
and the Second Amendment Agreement, being hereinafter referred to
as the "Agreement of Sale"), between the Issuer and the Company,
and in part for the purpose of providing additional funds to
finance the Project. The Bonds are issued under an Indenture of
Trust dated as of December 1, 1984, as supplemented and amended
by a First Supplemental Indenture of Trust dated as of July 1,
1985 (the "First Supplemental Indenture"), a Second Supplemental
Indenture of Trust dated as of July 1, 1985 (the "Second
Supplemental Indenture"), a Third Supplemental Indenture of Trust
dated as of July 1, 1985 (the "Third Supplemental Indenture"), a
Fourth Supplemental Indenture of Trust dated as of June 1, 1990
(the "Fourth Supplemental Indenture") and a Fifth Supplemental
Indenture of Trust dated as of October 1, 1994 (the "Fifth
Supplemental Indenture") (the Indenture of Trust, as supplemented
and amended by the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the
Fourth Supplemental Indenture and the Fifth Supplemental
Indenture being referred to herein as the "Indenture"), between
the Issuer and the Trustee which assigns to the Trustee, as
security for the Bonds, the Issuer's rights under the Agreement
of Sale (except for payment of Issuer expenses and for
indemnification of the Issuer). Reference is hereby made to the
Indenture, the Agreement of Sale and to all amendments and
supplements thereto for a description of the provisions, among
others, with respect to the nature and extent of the security,
the rights, duties and obligations of the Issuer and the Trustee
and the rights of the holders of the Bonds and the terms upon
which the Bonds are issued and secured.
The Bonds may not be called for redemption prior to
________ 1, ____, except that in the event of the exercise by the
Company of its option to prepay the entire purchase price of the
Project under circumstances involving (i) the imposition of
unreasonable burdens or excessive liabilities with respect to the
Project or the Plant, or the operation of the Project or the
Plant, including taxes not imposed on December 1, 1984 and
economic, technological or other changes making the continued
operation of the Plant uneconomical, (ii) damage to or
destruction of the Project or a portion thereof or all or a
portion of the Plant, (iii) condemnation of all or substantially
all of the Project or all or a portion of the Plant or (iv) the
operation of the Plant being enjoined, all as provided in Section
8.1(b) through (e) of the Agreement of Sale, the Bonds are
subject to redemption in whole, but not in part, at any time upon
payment of 100% of the principal amount thereof plus interest
accrued to the redemption date.
The Bonds are subject to optional redemption by the
Issuer at the direction of the Company prior to maturity on or
after ______ __, ____, at any time in whole or in part (less than
all of the Bonds to be redeemed to be selected by lot), upon
payment of the following redemption prices (expressed as a
percentage of the principal amount of Bonds to be redeemed) plus
accrued interest to the redemption date:
Redemption Dates Redemption
(Dates Inclusive) Price
If less than all of the Bonds are called for
redemption, each $5,000 principal amount of a Bond having a
principal amount of more than $5,000 shall be counted as one Bond
for the purpose of selecting by lot.
If any of the Bonds or portions thereof are called for
redemption, the Trustee shall cause a notice thereof identifying
the Bonds to be redeemed to be sent by registered or certified
mail to the registered owner of each such Bond to be redeemed at
his address as it appears on the registration books not less than
30 nor more than 60 days prior to the redemption date. Provided
funds for their redemption are on deposit at the place of payment
on the redemption date, all Bonds or portions thereof so called
for redemption shall cease to bear interest on the redemption
date, shall no longer be secured by the Indenture and shall not
be deemed to be outstanding under the provisions of the
Indenture. If a portion of this Bond shall be called for
redemption, a new Bond in principal amount equal to the
unredeemed portion hereof will be issued to the registered owner
upon the surrender hereof.
The owner of this Bond shall have no right to enforce
the provisions of the Indenture, to institute action to enforce
the covenants therein or to take any action with respect to any
Event of Default under the Indenture or to institute, appear in
or defend any suit or other proceeding with respect thereto,
except as provided in the Indenture. In certain events, on
conditions, in the manner and with the effect set forth in the
Indenture, the principal of all the Bonds issued under the
Indenture and then outstanding may become or may be declared due
and payable before their stated maturities, together with
interest accrued thereon. Modifications or alterations of the
Indenture, or of any supplements thereto, may be made only to the
extent and in the circumstances permitted by the Indenture.
The Bonds are issuable as registered bonds without
coupons in the denominations of $5,000 or any integral multiple
thereof.
The transfer of this Bond may be registered by the
registered owner hereof in person or by his duly authorized
attorney or legal representative at the principal office of the
Trustee, but only in the manner and subject to the limitations
and conditions provided in the Indenture and upon surrender and
cancellation of this Bond. Upon any such registration of
transfer the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange for this Bond a new Bond or
Bonds, registered in the name of the transferee, of authorized
denominations. The bond registrar shall, prior to due
presentment for registration of transfer, treat the registered
owner as the person exclusively entitled to payment of principal
and interest and the exercise of all other rights and powers of
the owner.
(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This Bond is one of the Bonds described in the within-
mentioned Indenture.
NORWEST BANK INDIANA, as Trustee
By__________________________
Authorized Officer
Date: _________________
[FORM OF ABBREVIATIONS]
The following abbreviations, when used in the
inscription on the face of the within Bond, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common
UNIF TRANF MIN ACT - ___________ Custodian _________________
(Cust) (Minor)
Under Uniform Transfers to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in
list above.
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ___________________________
(Please insert Social Security or taxpayer identification number
of assignee)
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Please Print or Typewrite Name and Address of Assignee)
________________________________________________________________
the within Bond, and all rights thereunder, and hereby does
irrevocably constitute and appoint _____________________________
Attorney to transfer the within Bond on the books kept for the
registration thereof, with full power of substitution in the
premises.
Dated:
______________________________
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Bond in every
particular, without alteration
or enlargement or any change
whatever.
Signature Guaranteed: ________________________________
NOTICE: Signature(s) must be
guaranteed by an Eligible Guarantor
Institution such as a Commercial
Bank, Trust Company, Securities
Broker/Dealer, Credit Union, or
Savings Association who is a member
of a medallion program approved by
The Securities Transfer
Association, Inc.
[STATEMENT OF INSURANCE]
Municipal Bond Insurance Policy No. (the
"Policy") with respect to payments due for principal of and
interest on this bond has been issued by AMBAC Indemnity
Corporation ("AMBAC Indemnity"). The Policy has been delivered
to the United States Trust Company of New York, New York, New
York, as the Insurance Trustee under said Policy and will be held
by such Insurance Trustee or any successor insurance trustee.
The policy is on file and available for inspection at the
principal office of the Insurance Trustee and a copy thereof may
be secured from AMBAC Indemnity or the Insurance Trustee. All
payments required to be made under the Policy shall be made in
accordance with the provisions thereof. The owner of this bond
acknowledges and consents to the subrogation rights of AMBAC
Indemnity as more fully set forth in the Policy.
and
WHEREAS, all things necessary have been done and
performed to constitute this Fifth Supplemental Indenture a valid
and binding agreement securing the payment of the principal of,
premium, if any, and interest on all bonds issued and to be
issued hereunder and under the 1984 Indenture (the 1984
Indenture, as supplemented by the First Supplemental Indenture,
the Second Supplemental Indenture, the Third Supplemental
Indenture, the Fourth Supplemental Indenture of Trust, dated as
of June 1, 1990, and this Fifth Supplemental Indenture, being
referred to herein as the "Indenture") and the execution and
delivery of this Fifth Supplemental Indenture and the execution
and issuance of the Series 1995 A Bonds have in all respects been
authorized;
NOW, THEREFORE, the Issuer hereby agrees and covenants
with the Trustee and with the respective owners, from time to
time of the Series 1985 A Bonds, the Adjustable Series 1985 A
Bonds, the Fixed Rate Series 1985 A Bonds and the Series 1995 A
Bonds, or any part thereof, as follows:
ARTICLE I
PURPOSE OF SERIES 1995 A BONDS;
1995 BOND FUND
SECTION 1.01 Purpose of Series 1995 A Bonds. The
Series 1995 A Bonds of the Issuer are authorized for the purpose
of refunding the Fixed Rate Series 1985 A Bonds at their
redemption on August 1, 1995.
ARTICLE II
THE SERIES 1995 A BONDS;
1995 BOND FUND
SECTION 2.01. Issuance of Series 1995 A Bonds. There
are hereby authorized to be issued Pollution Control Revenue
Bonds of the Issuer in the aggregate principal amount of Fifty
Million Dollars ($50,000,000) as Refunding Bonds pursuant to
Section 2.11 of the Indenture. Said Bonds shall be designated
"City of Rockport, Indiana Pollution Control Revenue Refunding
Bonds (Indiana Michigan Power Company Project), Series 1995 A",
shall be dated as of the first day of June, 1995, shall bear
interest payable semiannually on the first days of June and
December, at the rate of _________ per centum (_____%) per annum
and shall mature, subject to the right of prior redemption as
hereinafter set forth, on June 1, ____.
Both principal of and interest on the Series 1995 A
Bonds shall be payable in lawful money of the United States of
America, but only from the revenues and receipts pledged to the
payment thereof as provided herein and in the Indenture.
SECTION 2.02. Form of Series 1995 A Bonds. The Series
1995 A Bonds shall be issued substantially in the form of the
Series 1995 A Bond hereinabove set forth, with such appropriate
variations, omissions and insertions as are permitted or required
by the Indenture or this Fifth Supplemental Indenture.
Initially, one certificate for the Series 1995 A Bonds
will be issued and registered to the Securities Depository (as
defined below), or its nominee. The Issuer and the Trustee may
enter into a Letter of Representations (as defined below)
relating to a book-entry system to be maintained by the
Securities Depository with respect to the Series 1995 A Bonds.
In the event that (a) the Securities Depository
determines not to continue to act as a securities depository for
the Series 1995 A Bonds by giving notice to the Trustee and the
Issuer discharging its responsibilities hereunder, or (b) the
Issuer determines (at the direction of the Company) (i) that
beneficial owners of Series 1995 A Bonds shall be able to obtain
certificated Series 1995 A Bonds or (ii) to select a new
Securities Depository, then the Trustee shall, at the direction
of the Issuer (at the request of the Company), attempt to locate
another qualified securities depository to serve as Securities
Depository or authenticate and deliver certificated Series 1995 A
Bonds to the beneficial owners or to the Securities Depository
participants on behalf of beneficial owners substantially in the
form provided for in this Section. In delivering certificated
Series 1995 A Bonds, the Trustee shall be entitled to rely on the
records of the Securities Depository as to the beneficial owners
or the records of the Securities Depository participants acting
on behalf of beneficial owners. Such certificated Series 1995 A
Bonds will then be registrable, transferable and exchangeable as
set forth in this Indenture.
So long as there is a Securities Depository for the
Series 1995 A Bonds (1) it or its nominee shall be the registered
owner of the Series 1995 A Bonds, (2) notwithstanding anything to
the contrary in the Indenture, determinations of persons entitled
to payment of principal, premium, if any, and interest, transfers
of ownership and exchanges and receipt of notices shall be the
responsibility of the Securities Depository and shall be effected
pursuant to rules and procedures established by such Securities
Depository, (3) the Issuer, the Company and the Trustee shall not
be responsible or liable for maintaining, supervising or
reviewing the records maintained by the Securities Depository,
its participants or persons acting through such participants, (4)
references in the Indenture to registered owners of the Series
1995 A Bonds shall mean such Securities Depository or its nominee
and shall not mean the beneficial owners of the Series 1995 A
bonds and (5) in the event of any inconsistency between the
provisions of the Indenture and the provisions of the Letter of
Representations such provisions of the Letter of Representations,
except to the extent set forth in this paragraph and the next
preceding paragraph, shall control.
For purposes of this Section, the following terms shall
have the following meanings:
"Letter of Representations" means the Letter of
Representations from the Issuer and the Trustee to the Securities
Depository and (with the consent of the Company) any amendments
thereto, or successor agreements between the Issuer and the
Trustee and any successor Securities Depository, relating to a
book-entry system to be maintained by the Securities Depository
with respect to the Series 1995 A Bonds.
"Securities Depository" means The Depository Trust
Company, a corporation organized and existing under the laws of
the State of New York, and any other securities depository for
the Series 1995 A Bonds appointed pursuant to this Section, and
their successors.
SECTION 2.03. Execution, Authentication and Delivery
of Series 1995 A Bonds. The Series 1995 A Bonds shall be
executed, authenticated and delivered, and the proceeds therefrom
deposited, as provided in Section 2.11 of the 1984 Indenture and
Section 3.2(c) of the Agreement.
SECTION 2.04. Creation of 1995 Bond Fund.
(a) There is hereby created and established with the
Trustee a trust fund in the name of the Issuer to be designated
"City of Rockport, Indiana Pollution Control Revenue Refunding
Bonds (Indiana Michigan Power Company Project), Series 1995 A
Bond Fund" (the "1995 Bond Fund"). The 1995 Bond Fund shall be a
segregated trust fund held for the benefit of the owners of the
Series 1995 A Bonds.
(b) There shall be deposited into the 1995 Bond Fund
(i) all accrued interest, if any, received upon the sale of the
1995 A Bonds and (ii) all other moneys received by the Trustee
under and pursuant to any of the provisions of the Indenture or
the Agreement which are required or which are accompanied by
directions from the Company that such moneys are to be paid into
the 1995 Bond Fund.
ARTICLE III
REDEMPTION OF SERIES 1995
A BONDS BEFORE MATURITY
SECTION 3.01. Redemption. Any and all of the Series
1995 A Bonds shall be redeemable as set forth in the form of
Series 1995 A Bond hereinabove set forth. Reference is hereby
made to Article III of the Indenture for the provisions
describing the methods and effects of redemption.
ARTICLE IV
COVENANTS AND SECURITY
SECTION 4.01. Authority; Compliance with Conditions.
The Issuer covenants that it is duly authorized under the laws of
the State of Indiana, including particularly and without
limitation the Act, to issue the Series 1995 A Bonds authorized
hereby and to execute and deliver this Fifth Supplemental
Indenture, to assign and pledge the Agreement and the revenues
and receipts payable under the Agreement, to grant a security
interest therein and to pledge the revenues and receipts in the
manner and to the extent contemplated herein and in the
Indenture; that all of the requirements and conditions for the
execution and delivery of this Fifth Supplemental Indenture have
been satisfied and complied with; that all other action on its
part necessary for the execution and delivery of this Fifth
Supplemental Indenture has been duly and effectively taken; and
that the Series 1995 A Bonds in the hands of the owners thereof
are and will be valid and enforceable obligations of the Issuer
according to the terms thereof and hereof.
SECTION 4.02. Security for Series 1995 A Bonds;
Confirmation of Indenture. The Series 1995 A Bonds shall be
equally and ratably secured (except insofar as any guaranty,
letter of credit, insurance policy, first mortgage bond or other
collateral or instrument of credit enhancement provided by a
person other than the Issuer may afford additional security for
the Bonds of any particular series) under the Indenture with all
outstanding Bonds and any other series of bonds which may be
issued pursuant to Section 2.10 or 2.11 of the Indenture, without
preference, priority or distinction of any bonds over any other
bonds. As supplemented and amended, the Indenture is ratified
and confirmed (except as set forth herein), and the Indenture,
including each supplemental indenture, shall be read, taken and
construed as one and the same instrument. All covenants,
agreements and provisions of, and all security (except as set
forth herein), provided under, the Indenture shall apply with
full force and effect to the Series 1995 A Bonds and to the
owners thereof (except insofar as any guaranty, letter of credit,
insurance policy, first mortgage bond or other collateral or
instrument of credit enhancement provided by a person other than
the Issuer may afford additional security for the Bonds of any
particular series).
ARTICLE V
AMENDMENTS OF INDENTURE
SECTION 5.01. Amendment to Section 4.08 of 1984
Indenture. Section 4.08 of the 1984 Indenture is amended to add
at the end thereof the following:
"Any paying agent or successor paying agent for the
Fixed Rate Series 1985 A Bonds appointed hereunder (a) shall be a
bank having trust powers or a trust company, (b) shall be acting
as a fiduciary for the owners of the Fixed Rate Series 1985 A
Bonds in connection with all actions taken by it hereunder (and
not as agent for the Issuer or the Company) and (c) shall
maintain a segregated account for the benefit of the owners of
Fixed Rate Series 1985 A Bonds."
SECTION 5.02. Amendment to Section 6.02 of the 1984
Indenture. Section 6.02 of the 1984 Indenture is amended to add
at the end thereof the following:
"Any provision hereof to the contrary notwithstanding,
(i) any profit realized from investment of monies in any account
within the Fixed Rate 1985 Bond Fund shall be credited to such
account and any loss realized from investment of monies in any
account within the Fixed Rate 1985 Bond Fund shall be credited to
such account and (ii) monies in the Fixed Rate 1985 Bond Fund
shall not be invested in obligations or securities issued or
guaranteed by the Issuer or the Company (or any affiliate or
agent of the Issuer or the Company)."
SECTION 5.03. Amendment to Section 9.01 of 1984
Indenture. Section 9.01 of the 1984 Indenture is amended to add
at the end thereof the following:
"Any provision hereof to the contrary notwithstanding,
the Trustee shall be acting as a fiduciary for the owners of
Bonds in connection with all actions taken by it hereunder (and
not as agent for the Issuer or the Company)."
SECTION 5.04. Amendment to Section 2.04 of Third
Supplemental Indenture. Section 2.04 of the Third Supplemental
Indenture is amended to read as follows:
"SECTION 2.04. Creation of Fixed Rate 1985 Bond Fund.
(a) There is hereby created and established with the
Trustee a trust fund to be designated "City of Rockport, Indiana
Fixed Rate Pollution Control Revenue Bonds (Indiana & Michigan
Electric Company Project), Fixed Rate Series 1985 A Bond Fund"
(the "Fixed Rate 1985 Bond Fund"). The Fixed Rate 1985 Bond Fund
shall be a segregated trust fund held for the benefit of the
owners of the Fixed Rate Series 1985 A bonds. Notwithstanding
the provisions of Section 5.05 of the 1984 Indenture, the Fixed
Rate 1985 Bond Fund shall be in the name of the Trustee.
"(b) There are hereby created within the Fixed Rate
1985 Bond Fund the following accounts:
(i) the Interest Account for the payment of interest
on the Fixed Rate Series 1985 A Bonds; provided that any
monies therein in excess of the amount necessary to pay the
interest on Fixed Rate Series 1985 A Bonds to be redeemed in
whole on a redemption date may be applied to the payment of
premium, if any, on Fixed Rate 1985 A Bonds on such date.
(ii) the Principal Account for the payment of principal
on the Fixed Rate Series 1985 A Bonds at maturity or on
redemption; provided that any monies therein in excess of
the amount necessary to redeem the Fixed Rate Series 1985 A
Bonds in whole on a redemption date may be applied to the
payment of interest or premium, if any, on Fixed Rate Series
1985 A Bonds on such date; and
(iii) the Premium Account for the payment of premium on
the Fixed Rate Series 1985 A Bonds on redemption.
"(c) Any provision of the Indenture to the contrary
notwithstanding, neither the Issuer nor the Company shall have
(i) any right, title or interest in the monies in the Fixed Rate
1985 Bond Fund or (ii) any control over use of, or right to
withdraw monies from, the Fixed Rate 1985 Bond Fund, except:
(A) in accordance with applicable escheat statutes;
(B) any provision of the Indenture to the contrary
notwithstanding, when the Fixed Rate Series 1985 A Bonds are
no longer outstanding, all monies in excess of the amount
necessary to pay the principal of and premium, if any, and
interest on the Fixed Rate Series 1985 A Bonds at their
redemption or maturity shall be paid to the Company ninety-
one days after the redemption date or maturity date, as the
case may be; and
(C) the Issuer and the Company may direct the Trustee
to make investment of such monies as permitted by the
provisions of the Indenture.
"(d) Payments on the Fixed Rate Series 1985 A Bonds
under the Indenture shall be made exclusively from monies in the
Fixed Rate 1985 Bond Fund.
"(e) There shall be deposited into the Fixed Rate 1985
Bond Fund all other monies received by the Trustee under and
pursuant to any of the provisions of the Indenture or the
Agreement which are required or which are accompanied by
directions from the Company that such moneys are to be paid into
the Fixed Rate 1985 Bond Fund."
SECTION 5.05 Amendment to Section 12.01 The last
paragraph of Section 12.01 of the 1984 Indenture is amended by
adding the following sentence at the end of the paragraph:
"The Trustee may establish a record date for purposes
of this Section 12.01, with no provision for revocation
of consents, requests, directions, approvals,
objections or other instruments by subsequent holders
after the record date."
ARTICLE VI
SPECIAL INSURANCE REQUIREMENTS
SECTION 6.01. Notice of Certain Redemptions. The
Trustee shall notify the Bond Insurer in the manner set forth in
Article III of the Indenture and in the form of the Series 1995 A
Bond of any redemption of Series 1995 A Bonds pursuant to such
provisions.
SECTION 6.02. Notice of Default; Notices of Claims
Under Bond Insurance Policy.
(a) The Trustee shall give the Bond Insurer Immediate
Notice of any Event of Default with respect to the Series 1995 A
Bonds set forth in Section 8.01(a) or (b) of the Indenture. The
Trustee shall also give the Bond Insurer Immediate Notice if the
Trustee has been notified by the Company by the Business Day
prior to any payment date set forth in Section 8.01(a) or (b) of
the Indenture that the Company does not intend to make such
payment. The Trustee shall give the Bond Insurer notice of any
other Event of Default within 30 days after any Responsible
Officer has knowledge of an Event of Default under Section
8.01(c), (d) or (e) of the Indenture.
(b) The Trustee shall, at the time it provides notice
to the Bond Insurer under either of the first two sentences of
subsection (a), notify registered owners of Series 1995 A Bonds
entitled to receive the payment of principal or interest thereon
from the Bond Insurer (i) as to the fact of such entitlement,
(ii) that the Bond Insurer will remit to them all or a part of
the interest payments next coming due upon proof of entitlement
of holders of Series 1995 A Bonds to interest payments and
delivery to the Insurance Trustee, in form satisfactory to the
Insurance Trustee, of an appropriate assignment of the registered
owner's right to payment, (iii) that should they be entitled to
receive full payment of principal from the Bond Insurer, they
must surrender their Series 1995 A Bonds (along with an
appropriate instrument of assignment in form satisfactory to the
Insurance Trustee to permit ownership of such Series 1995 A Bonds
to be registered in the name of the Bond Insurer) for payment to
the Insurance Trustee, and not the Trustee, and (iv) that should
they be entitled to receive partial payment of principal from the
Bond Insurer, they must surrender their Series 1995 A Bonds for
payment thereon first to the Trustee, who shall note on such
Series 1995 A Bonds the portion of the principal paid by the
Trustee and then, along with the appropriate instrument of
assignment in form satisfactory to the Insurance Trustee, to the
Insurance Trustee, which will then pay the unpaid portion of
principal.
(c) In the event that a Responsible Officer of the
Trustee has notice that any payment of principal of or interest
on a Series 1995 A Bond which has become due for payment and
which is made to a holder of a Series 1995 A Bond by or on behalf
of the Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the
United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a court having
competent jurisdiction, the Trustee shall, at the time the Bond
Insurer is notified that the Trustee does not have sufficient
funds to pay principal of or interest on the Series 1995 A Bonds
on an interest payment date, notify all registered owners that in
the event that any registered owner's payment is so recovered,
such registered owner will be entitled to payment from the Bond
Insurer to the extent of such recovery if sufficient funds are
not otherwise available, and the trustee shall furnish to the
Bond Insurer its records evidencing the payments of principal of
and interest on the Series 1995 A Bonds which have been made by
the Trustee and subsequently recovered from registered owners and
the dates on which such payments were made.
SECTION 6.03. Deemed Holder for Default and Remedies.
For all purposes of Article VIII of the Indenture, the Bond
Insurer shall be deemed to be the sole holder of the Series 1995
A Bonds. The Trustee shall continue to provide notice to all
holders of bonds as provided in Sections 9.03 and 9.06 of the
Indenture.
SECTION 6.04. Supplemental Indentures and Amendments
to Agreement. For all purposes of Article X (except for the
provisions of clauses (i), (ii) and (iii) of Section 10.02) and
XI of the Indenture, the Bond Insurer shall be deemed to be the
holder of Series 1995 A Bonds. In the case of any Supplemental
Indenture or any amendment to the Agreement requiring the consent
of holders of Series 1995 A Bonds, at least 15 Business Days
prior to executing such proposed Supplemental Indenture or any
amendment to the Agreement, the Trustee shall give notice of such
execution together with a copy of such Supplemental Indenture or
any amendment to the Agreement to any Rating Agency then
maintaining a credit rating with respect to the Series 1995 A
Bonds. The Trustee shall give notice to the Bond Insurer of any
Supplemental Indenture or amendment to the Agreement not
requiring the consent of bondholders.
SECTION 6.05. Successor Trustees. The Trustee shall
give written notice of its resignation, in accordance with
Section 9.06 of the Indenture, to the Bond Insurer at the same
time such notice is given to the Issuer. The Issuer shall give
notice to the Bond Insurer of its removal of the Trustee and of
its appointment of a successor Trustee in the event of a
resignation or removal of the Trustee, all in accordance with
Section 9.08 of the Indenture. The Bond Insurer shall be treated
as the sole holder of Series 1995 A Bonds for purposes of
approving any successor Trustee.
SECTION 6.06. Bond Insurer as Party in Interest. The
Bond Insurer shall be included as a party in interest with
respect to the Series 1995 A Bonds and as a party entitled to (a)
notify the Trustee of the occurrence of an Event of Default, and
(b) request the Trustee to intervene in judicial proceedings that
affect the Series 1995 A Bonds or the security therefor. The
Trustee shall be required to accept notice of an Event of Default
from the Bond Insurer as the sold holder of the Series 1995 A
Bonds.
SECTION 6.07. Access to the Register. Upon the
occurrence of an Event of Default which would require the Bond
Insurer to make payments of principal of or interest on the
Series 1995 A Bonds in accordance with the Bond Insurance Policy,
the Trustee, as Bond Registrar, shall provide access to the books
kept for the registration of transfer of Series 1995 A Bonds to
the Bond Insurer, the Insurance Trustee or other designee of the
Bond Insurer.
SECTION 6.08. Notices to Bond Insurer. All notices,
consents or other communications required or permitted to be
given to the Bond Insurer under the Indenture shall be deemed
sufficiently given if given in writing, mailed by registered or
certified mail, postage prepaid and addressed as follows: AMBAC
Indemnity Corporation, One State Street Plaza, 17th Floor, New
York, New York 10004, Attention: General Counsel. The Bond
Insurer may from time to time give notice in writing to all
parties to the Fifth Supplemental Indenture designating a
different address or addresses for notice hereunder.
SECTION 6.09. Termination of Special Insurance
Requirements. The provisions of this Article shall apply only so
long as the Bond Insurance Policy shall be in full force and
effect and the Bond Insurer is not in default thereunder or
obligations remain to the Bond Insurer hereunder.
SECTION 6.10. Deposits under Section 7.01 of the
Indenture. In addition to the other requirements of Section 7.01
of the Indenture, moneys and non-callable Government Obligations
are the only deposits which may be made with the Trustee under
such Section in order that the Series 1995 A Bonds shall be no
longer secured by or entitled to the benefits of the Indenture.
SECTION 6.11. Confirmation of Application of Term
"Outstanding" to Series 1995 A Bonds paid by Bond Insurer;
Recordation of Rights of Subrogation in Registration Books.
(a) Notwithstanding anything herein to the contrary,
in the event that the principal and/or interest due on the Series
1995 A Bonds shall be paid by the Bond Insurer pursuant to the
Bond Insurance Policy, the Series 1995 A Bonds (i) shall continue
to be outstanding within the meaning of the Indenture for all
purposes, (ii) shall not be considered defeased, otherwise
satisfied or paid by the Issuer, and (iii) the assignment and
pledge of the Indenture and all covenants, agreements and other
obligations of the Issuer and the Company to the registered
owners shall continue to exist and shall run to the benefit of
the Bond Insurer, and the Bond Insurer shall be subrogated to the
rights of such registered owners to the extent of each such
payment.
(b) To assist the Trustee in allocating available
moneys held under the Indenture, (i) in the case of subrogation
as to claims for past due interest, the Trustee shall note the
Bond Insurer's rights as subrogee on the registration books of
the Issuer maintained by the Trustee upon receipt from the Bond
Insurer of proof of the payment of interest thereon to the
registered owners of the Series 1995 A Bonds, and (ii) in the
case of subrogation as to claims for past due principal, the
Trustee shall note the Bond Insurer's rights as subrogee on the
registration books of the Issuer maintained by the Trustee upon
surrender of the Series 1995 A Bonds by the registered owners
thereof together with proof of the payment of principal thereof.
For purposes of this Article the following terms shall
have the following meanings:
"Bond Insurance Policy" shall mean the municipal bond
insurance policy issued by the Bond Insurer that guarantees
payment of principal of and interest on the Series 1995 A
Bonds.
"Bond Insurer" shall mean AMBAC Indemnity Corporation,
a Wisconsin-domiciled stock insurance company.
"Business Day" shall mean any day of the week other
than Saturday, Sunday or a day which shall be, in the State
of Indiana, the State of New York or in the jurisdiction in
which the principal office of the Trustee is located, a
legal holiday or a day on which banking corporations are
authorized or obligated by law or executive order to close.
"Immediate Notice" shall mean telephonic or telegraphic
notice, promptly followed by written notice by registered or
certified mail to such address as the addressee shall have
directed in writing; provided, however, that telephonic or
telegraphic notice shall be effective notwithstanding any
failure to receive such written notice.
"Insurance Trustee" shall mean United States Trust
Company of New York, or its successor, as Insurance Trustee
under the Bond Insurance Policy.
"Rating Agency" shall mean Moody's or Standard & Poor's
or both or, if either such credit rating agency is no longer
issuing applicable credit ratings, any other nationally
recognized rating agency designated by the Issuer with the
approval of the Trustee.
"Responsible Officer" shall mean an officer of the
Trustee assigned to the Trustee's corporate trust
department, including, without limitation, any Vice
President, any Assistant Vice President, any Trust Officer,
or any other officer performing functions similar to those
performed by the persons who at the time shall be such
officers and also means any other officer of the Trustee to
whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Successors and Assigns. This Fifth
Supplemental Indenture shall be binding upon, inure to the
benefit of and be enforceable by the parties and their respective
successors and assigns.
SECTION 7.02. Applicable Law. This Fifth Supplemental
Indenture shall be governed by the laws of the State of Indiana.
SECTION 7.03. Counterparts. This Fifth Supplemental
Indenture may be executed in several counterparts, each of which
shall be an original, and all of which together shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the City of Rockport, Indiana has
caused this Fifth Supplemental Indenture to be executed by its
Mayor and its corporate seal to be hereunto affixed and attested
by its Clerk-Treasurer, and the Norwest Bank Indiana, N.A. has
caused this Fifth Supplemental Indenture to be executed by a
First Vice President and attested by a Vice President, all as of
the date first above written.
CITY OF ROCKPORT, INDIANA
By _______________________________
Mayor
(SEAL)
Attest:
_____________________________
Clerk-Treasurer
NORWEST BANK INDIANA, N.A.
As Trustee
By _______________________________
Vice President
(SEAL)
Attest:
_____________________________
First Vice President
<PAGE>
Draft
9/13/94
FIFTH SUPPLEMENTAL INDENTURE OF TRUST
BETWEEN
CITY OF ROCKPORT, INDIANA
and
NORWEST BANK INDIANA, N.A.
(formerly Lincoln National Bank
and Trust Company of Fort Wayne),
Trustee
Dated as of October 1, 1994
This instrument was prepared by:
Theodore J. Esping, Esq.
Baker & Daniels
300 North Meridian Street
Suite 2700
Indianapolis, Indiana 46204
</PAGE>
