Exhibit 1
INDIANA MICHIGAN POWER COMPANY
Underwriting Agreement
Dated ___________, ____
AGREEMENT made between INDIANA MICHIGAN POWER COMPANY, a
corporation organized and existing under the laws of the State of
Indiana (the Company), and the several persons, firms and
corporations (the Underwriters) named in Exhibit 1 hereto.
WITNESSETH:
WHEREAS, the Company proposes to issue and sell $__________
principal amount of its Junior Subordinated Deferrable Interest
Debentures, Series _, Due ____ (the Debentures) to be issued pursu-
ant to the Indenture dated as of March 1, 1996, between the Company
and The First National Bank of Chicago, as trustee (the Trustee),
as supplemented by the First Supplemental Indenture dated as of
March 1, 1996, and the Second Supplemental Indenture dated as of
__________, ____ between the Company and the Trustee (said
Indenture as so supplemented being hereafter referred to as the
"Indenture"); and
WHEREAS, the Underwriters have designated the person signing
this Agreement (the Representative) to execute this Agreement on
behalf of the respective Underwriters and to act for the respective
Underwriters in the manner provided in this Agreement; and
WHEREAS, the Company has prepared and filed, in accordance
with the provisions of the Securities Act of 1933 (the Act), with
the Securities and Exchange Commission (the Commission), a regis-
tration statement and a prospectus relating to $75,000,000
principal amount of its Junior Subordinated Deferrable Interest
Debentures and such registration statement has become effective;
and
WHEREAS, such registration statement, as it may have been
amended through the time the same first became effective (the
Effective Date), including the financial statements, the documents
incorporated or deemed incorporated therein by reference, the
exhibits thereto, being herein called the Registration Statement,
and the prospectus, including the documents incorporated or deemed
incorporated therein by reference, constituting a part of the
Registration Statement, as it may be last amended or supplemented
prior to the effectiveness of this Agreement, but excluding any
amendment or supplement relating solely to securities other than
the Debentures, being herein called the Basic Prospectus, and the
Basic Prospectus, as supplemented by a prospectus supplement (the
Prospectus Supplement) to include information relating to the
Debentures, including the names of the Underwriters, the price and
terms of the offering, the interest rate, maturity date and certain
other information relating to the Debentures, which will be filed
with the Commission pursuant to Rule 424(b) of the Commission's
General Rules and Regulations under the Act (the Rules), including
all documents then incorporated or deemed to have been incorporated
therein by reference, being herein called the Prospectus.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed between the parties
as follows:
1. Purchase and Sale: Upon the basis of the warranties and
representations and on the terms and subject to the conditions
herein set forth, the Company agrees to sell to the respective
Underwriters named in Exhibit 1 hereto, severally and not jointly,
and the respective Underwriters, severally and not jointly, agree
to purchase from the Company, the respective principal amounts of
the Debentures set opposite their names in Exhibit 1 hereto,
together aggregating all of the Debentures, at a price equal to
______% of the principal amount thereof; except that such price
will be increased to ______% of the principal amount of the Deben-
tures sold to certain institutions.
2. Payment and Delivery: Payment for the Debentures shall
be made to the Company or its order by certified or bank check or
checks, payable in New York Clearing House funds, at the office of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as the Company and the
Representative shall mutually agree in writing, upon the delivery
of the Debentures to the Representative for the respective accounts
of the Underwriters against receipt therefor signed by the Repre-
sentative on behalf of itself and for the other Underwriters. Such
payments and delivery shall be made at 10:00 A.M., New York Time,
on ___________, ____ (or on such later business day, not more than
five business days subsequent to such day, as may be designated by
the Company), unless postponed in accordance with the provisions of
Section 7 hereof. The time at which payment and delivery are to be
made is herein called the Time of Purchase.
[The delivery of the Debentures shall be made in fully
registered form, registered in the name of CEDE & CO., to the
offices of The Depository Trust Company in New York, New York and
the Underwriters shall accept such delivery.]
3. Conditions of Underwriters' Obligations: The several
obligations of the Underwriters hereunder are subject to the
accuracy of the warranties and representations on the part of the
Company and to the following other conditions:
(a) That all legal proceedings to be taken and all
legal opinions to be rendered in connection with
the issue and sale of the Debentures shall be
satisfactory in form and substance to ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, counsel to the Underwriters.
(b) That, at the Time of Purchase, the Representative
shall be furnished with the following opinions,
dated the day of the Time of Purchase, with con-
formed copies or signed counterparts thereof for
the other Underwriters, with such changes therein
as may be agreed upon by the Company and the Repre-
sentative with the approval of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
counsel to the Underwriters:
(1) Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and
either of ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq. or ▇▇▇ ▇.
▇▇▇▇, Esq., counsel to the Company, substan-
tially in the forms attached hereto as
Exhibits A and B;
(2) Opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, counsel to the
Underwriters, substantially in the form
attached hereto as Exhibit C.
(c) That the Representative shall have received a
letter from Deloitte & Touche LLP in form and sub-
stance satisfactory to the Representative, dated as
of the day of the Time of Purchase, (i) confirming
that they are independent public accountants within
the meaning of the Act and the applicable published
rules and regulations of the Commission thereunder,
(ii) stating that in their opinion the financial
statements audited by them and included or incorpo-
rated by reference in the Registration Statement
complied as to form in all material respects with
the then applicable accounting requirements of the
Commission, including the applicable published
rules and regulations of the Commission and (iii)
covering as of a date not more than five business
days prior to the day of the Time of Purchase such
other matters as the Representative reasonably
requests.
(d) That no amendment to the Registration Statement and
that no prospectus or prospectus supplement of the
Company (other than the prospectus or amendments,
prospectuses or prospectus supplements relating
solely to securities other than the Debentures) and
no document which would be deemed incorporated in
the Prospectus by reference filed subsequent to the
date hereof and prior to the Time of Purchase shall
contain material information substantially differ-
ent from that contained in the Registration State-
ment which is unsatisfactory in substance to the
Representative or unsatisfactory in form to ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, counsel to the Underwriters.
(e) That, at the Time of Purchase, appropriate orders
of the Indiana Utility Regulatory Commission,
necessary to permit the sale of the Debentures to
the Underwriters, shall be in effect; and that,
prior to the Time of Purchase, no stop order with
respect to the effectiveness of the Registration
Statement shall have been issued under the Act by
the Commission or proceedings therefor initiated.
(f) That, at the Time of Purchase, there shall not have
been any material adverse change in the business,
properties or financial condition of the Company
from that set forth in the Prospectus (other than
changes referred to in or contemplated by the Pro-
spectus), and that the Company shall, at the Time
of Purchase, have delivered to the Representative a
certificate of an executive officer of the Company
to the effect that, to the best of his knowledge,
information and belief, there has been no such
change.
(g) That the Company shall have performed such of its
obligations under this Agreement as are to be per-
formed at or before the Time of Purchase by the
terms hereof.
4. Certain Covenants of the Company: In further considera-
tion of the agreements of the Underwriters herein contained, the
Company covenants as follows:
(a) As soon as practicable, and in any event within the
time prescribed by Rule 424 under the Act, to file
the Prospectus with the Commission; as soon as the
Company is advised thereof, to advise the Represen-
tative and confirm the advice in writing of any
request made by the Commission for amendments to
the Registration Statement or Prospectus or for
additional information with respect thereto or of
the entry of a stop order suspending the effective-
ness of the Registration Statement or of the initi-
ation or threat of any proceedings for that purpose
and, if such a stop order should be entered by the
Commission, to make every reasonable effort to
obtain the prompt lifting or removal thereof.
(b) To deliver to the Underwriters, without charge, as
soon as practicable (and in any event within 24
hours after the date hereof), and from time to time
thereafter during such period of time (not exceed-
ing nine months) after the date hereof as they are
required by law to deliver a prospectus, as many
copies of the Prospectus (as supplemented or
amended if the Company shall have made any supple-
ments or amendments thereto, other than supplements
or amendments relating solely to securities other
than the Debentures) as the Representative may
reasonably request; and in case any Underwriter is
required to deliver a prospectus after the expira-
tion of nine months after the date hereof, to fur-
nish to any Underwriter, upon request, at the
expense of such Underwriter, a reasonable quantity
of a supplemental prospectus or of supplements to
the Prospectus complying with Section 10(a)(3) of
the Act.
(c) To furnish to the Representative a copy, certified
by the Secretary or an Assistant Secretary of the
Company, of the Registration Statement in the form
filed with the Commission and of all amendments
thereto (exclusive of exhibits), other than amend-
ments relating solely to securities other than the
Debentures and, upon request, to furnish to the
Representative sufficient plain copies thereof
(exclusive of exhibits) for distribution of one to
the other Underwriters.
(d) For such period of time (not exceeding nine months)
after the date hereof as they are required by law
to deliver a prospectus, if any event shall have
occurred as a result of which it is necessary to
amend or supplement the Prospectus in order to make
the statements therein, in the light of the circum-
stances when the Prospectus is delivered to a pur-
chaser, not misleading, forthwith to prepare and
furnish, at its own expense, to the Underwriters
and to dealers (whose names and addresses are fur-
nished to the Company by the Representative) to
whom principal amounts of the Debentures may have
been sold by the Representative for the accounts of
the Underwriters and, upon request, to any other
dealers making such request, copies of such amend-
ments to the Prospectus or supplements to the
Prospectus.
(e) As soon as practicable, the Company will make
generally available to its security holders and to
the Underwriters an earning statement or statement
of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act
and Rule 158 under the Act.
(f) To use its best efforts to qualify the Debentures
for offer and sale under the securities or "blue
sky" laws of such jurisdictions as the Representa-
tive may designate within six months after the date
hereof and itself to pay, or to reimburse the
Underwriters and their counsel for, reasonable
filing fees and expenses in connection therewith in
an amount not exceeding $3,500 in the aggregate
(including filing fees and expenses paid and
incurred prior to the effective date hereof),
provided, however, that the Company shall not be
required to qualify as a foreign corporation or to
file a consent to service of process or to file
annual reports or to comply with any other require-
ments deemed by the Company to be unduly burden-
some.
(g) To pay all expenses, fees and taxes (other than
transfer taxes on resales of the Debentures by the
respective Underwriters) in connection with the
issuance and delivery of the Debentures, except
that the Company shall be required to pay the fees
and disbursements (other than disbursements
referred to in paragraph (f) of this Section 4) of
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, counsel to the Underwriters, only
in the events provided in paragraph (h) of this
Section 4, the Underwriters hereby agreeing to pay
such fees and disbursements in any other event.
(h) If the Underwriters shall not take up and pay for
the Debentures due to the failure of the Company to
comply with any of the conditions specified in
Section 3 hereof, or, if this Agreement shall be
terminated in accordance with the provisions of
Section 7 or 8 hereof, to pay the fees and dis-
bursements of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, counsel to the
Underwriters, and, if the Underwriters shall not
take up and pay for the Debentures due to the
failure of the Company to comply with any of the
conditions specified in Section 3 hereof, to ▇▇▇▇-
▇▇▇▇▇ the Underwriters for their reasonable out-of-
pocket expenses, in an aggregate amount not exceed-
ing a total of $10,000, incurred in connection with
the financing contemplated by this Agreement.
[(i) During the period from the date hereof and continu-
ing to and including the earlier of (i) the date
which is after the Time of Purchase on which the
distribution of the Debentures ceases, as deter-
mined by the Representative in its sole discretion,
and (ii) the date which is 30 days after the Time
of Purchase, the Company agrees not to offer, sell,
contract to sell or otherwise dispose of any junior
subordinated deferrable interest debentures of the
Company or any substantially similar securities of
the Company without the consent of the Representa-
tive.]
[(j) The Company will use its best efforts to list, sub-
ject to notice of issuance, the Debentures on the
New York Stock Exchange.]
(k) The Company will timely file any certificate re-
quired by Rule 52 under the Public Utility Holding
Company Act of 1935 in connection with the sale of
the Debentures.
5. Warranties of and Indemnity by the Company:
(a) The Company warrants and represents to each of the
Underwriters that (i) the Registration Statement on
the Effective Date did not contain any untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein not mis-
leading and the Basic Prospectus, on the date the
Registration Statement became effective, did not
contain any untrue statement of a material fact or
omit to state a material fact necessary to make the
statements therein, in the light of the circum-
stances under which they were made, not misleading;
when the Prospectus Supplement is filed with the
Commission, and at the Time of Purchase, the
Registration Statement, and the Prospectus, as they
may be amended or supplemented, will comply, or be
deemed to comply, in all material respects with the
provisions of the Act and the Rules, the Registra-
tion Statement, as it may be amended or supple-
mented, will not contain any untrue statement of a
material fact or omit to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading, and the
Prospectus, as it may be amended or supplemented,
will not contain any untrue statement of a material
fact or omit to state a material fact necessary to
make the statements therein, in the light of the
circumstances under which they were made, not mis-
leading, except that the Company makes no warranty
or representation to any Underwriter with respect
to any statements or omissions made therein in
reliance upon and in conformity with information
furnished in writing to the Company by the Repre-
sentative on behalf of any Underwriter expressly
for use therein.
(b) As of the Time of Purchase, the Indenture will have
been duly authorized by the Company and duly quali-
fied under the Trust Indenture Act of 1939, as
amended, and, when executed and delivered by the
Trustee and the Company, will constitute a legal,
valid and binding instrument enforceable against
the Company in accordance with its terms and such
Debentures will have been duly authorized, exe-
cuted, authenticated and, when paid for by the
purchasers thereof, will constitute legal, valid
and binding obligations of the Company entitled to
the benefits of the Indenture, except as the
enforceability thereof may be limited by bank-
ruptcy, insolvency, or other similar laws affecting
the enforcement of creditors' rights in general,
and except as the availability of the remedy of
specific performance is subject to general prin-
ciples of equity (regardless of whether such remedy
is sought in a proceeding in equity or at law), and
by an implied covenant of good faith and fair
dealing.
(c) The Company agrees, to the extent permitted by law,
to indemnify and hold harmless each of the Under-
writers and each person, if any, who controls any
such Underwriter within the meaning of Section 15
of the Act, against any and all losses, claims,
damages or liabilities, joint or several, to which
they or any of them may become subject under the
Act or otherwise, and to reimburse the Underwriters
and such controlling person or persons, if any, for
any legal or other expenses incurred by them in
connection with defending any action, insofar as
such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material
fact contained in the Registration Statement, in
the Basic Prospectus (if used prior to the effec-
tive date of this Agreement), or in the Prospectus,
or if the Company shall furnish or cause to be fur-
nished to the Underwriters any amendments or any
supplements to the Prospectus, in the Prospectus as
so amended or supplemented, other than amendments
or supplements relating solely to securities other
than the Debentures (provided that if such Prospec-
tus or such Prospectus, as amended or supplemented,
is used after the period of time referred to in
Section 4(d) hereof, it shall contain such amend-
ments or supplements as the Company deems necessary
to comply with Section 10(a) of the Act), or arise
out of or are based upon any omission or alleged
omission to state therein a material fact required
to be stated therein or necessary to make the
statements therein not misleading, except insofar
as such losses, claims, damages, liabilities or
actions arise out of or are based upon any such
untrue statement or alleged untrue statement or
omission or alleged omission which was made in the
Registration Statement, in the Basic Prospectus or
in the Prospectus, or in the Prospectus as so
amended or supplemented, in reliance upon and in
conformity with information furnished in writing to
the Company by the Representative on behalf of any
Underwriter expressly for use therein, and except
that this indemnity shall not inure to the benefit
of any Underwriter (or of any person controlling
such Underwriter) on account of any losses, claims,
damages, liabilities or actions arising from the
sale of the Debentures to any person if a copy of
the Prospectus, as the same may then be supple-
mented or amended (excluding, however, any document
then incorporated or deemed incorporated therein by
reference) was not sent or given by or on behalf of
such Underwriter to such person with or prior to
the written confirmation of the sale involved and
the omission or alleged omission or untrue state-
ment or alleged untrue statement was corrected in
the Prospectus as supplemented or amended at the
time of such confirmation. Each Underwriter agrees
within ten days after the receipt by it of notice
of the commencement of any action in respect to
which indemnity from the Company on account of its
agreement contained in this Section 5(c) may be
sought by it, or by any person controlling it, to
notify the Company in writing of the commencement
thereof, but the failure of such Underwriter so to
notify the Company of any such action shall not
release the Company from any liability which it may
have to such Underwriter or to such controlling
person otherwise than on account of the indemnity
agreement contained in this Section 5(c). In case
any such action shall be brought against any
Underwriter or any such person controlling such
Underwriter and such Underwriter shall notify the
Company of the commencement thereof, as above pro-
vided, the Company shall be entitled to participate
in (and, to the extent that it shall wish, includ-
ing the selection of counsel, to direct) the
defense thereof at its own expense. In case the
Company elects to direct such defense and select
such counsel (hereinafter, Company's counsel), any
Underwriter or any controlling person shall have
the right to employ its own counsel, but, in any
such case, the fees and expenses of such counsel
shall be at the expense of such Underwriter or con-
trolling person unless (i) the Company has agreed
in writing to pay such fees and expenses or (ii)
the named parties to any such action (including any
impleaded parties) include both any Underwriter or
any controlling person and the Company, and any
Underwriter or any controlling person shall have
been advised by its counsel that a conflict of
interest between the Company and any Underwriter or
any controlling person may arise (and the Company's
counsel shall have concurred with such advice) and
for this reason it is not desirable for the
Company's counsel to represent both the indemnify-
ing party and the indemnified party (it being
understood, however, that the Company shall not, in
connection with any one such action or separate but
substantially similar or related actions in the
same jurisdiction arising out of the same general
allegations or circumstances, be liable for the
reasonable fees and expenses of more than one
separate firm of attorneys for any Underwriter or
any controlling person (plus any local counsel re-
tained by any Underwriter or any controlling person
in their reasonable judgment), which firm (or
firms) shall be designated in writing by any Under-
writer or any controlling person). The Company
shall not be liable in the event of any settlement
of any such action effected without its consent.
The Company's indemnity agreement contained in Section 5(c)
hereof, and its covenants, warranties and representations contained
in this Agreement, shall remain in full force and effect regardless
of any investigation made by or on behalf of any person, and shall
survive the delivery of and payment for the Debentures hereunder.
6. Warranties of and Indemnity by Underwriters:
(a) Each Underwriter warrants and represents that the
information furnished in writing to the Company
through the Representative for use in the Registra-
tion Statement, in the Basic Prospectus, in the
Prospectus, or in the Prospectus as amended or
supplemented is correct as to such Underwriter.
(b) Each Underwriter agrees, to the extent permitted by
law, to indemnify, hold harmless and reimburse the
Company, its directors and such of its officers as
shall have signed the Registration Statement, and
each person, if any, who controls the Company
within the meaning of Section 15 of the Act, to the
same extent and upon the same terms as the indem-
nity agreement of the Company set forth in Section
5(c) hereof, but only with respect to untrue state-
ments or alleged untrue statements or omissions or
alleged omissions made in the Registration State-
ment, in the Basic Prospectus, or in the Prospec-
tus, or in the Prospectus as so amended or supple-
mented, in reliance upon and in conformity with
information furnished in writing to the Company by
the Representative on behalf of such Underwriter
expressly for use therein.
The indemnity agreement on the part of each Underwriter con-
tained in Section 6(b) hereof, and the warranties and representa-
tions of such Underwriter contained in this Agreement, shall remain
in full force and effect regardless of any investigation made by or
on behalf of the Company or other person, and shall survive the
delivery of and payment for the Debentures hereunder.
7. Default of Underwriters: If any Underwriter under this
Agreement shall fail or refuse (otherwise than for some reason suf-
ficient to justify, in accordance with the terms hereof, the can-
cellation or termination of its obligations hereunder) to purchase
and pay for the principal amount of Debentures which it has agreed
to purchase and pay for hereunder, and the aggregate principal
amount of Debentures which such defaulting Underwriter or Under-
writers agreed but failed or refused to purchase is not more than
one-tenth of the aggregate principal amount of the Debentures, the
other Underwriters shall be obligated severally in the proportions
which the amounts of Debentures set forth opposite their names in
Exhibit 1 hereto bear to the aggregate principal amount of Deben-
tures set forth opposite the names of all such non-defaulting
Underwriters, to purchase the Debentures which such defaulting
Underwriter or Underwriters agreed but failed or refused to pur-
chase on the terms set forth herein; provided that in no event
shall the principal amount of Debentures which any Underwriter has
agreed to purchase pursuant to Section 1 hereof be increased pursu-
ant to this Section 7 by an amount in excess of one-ninth of such
principal amount of Debentures without the written consent of such
Underwriter. If any Underwriter or Underwriters shall fail or
refuse to purchase Debentures and the aggregate principal amount of
Debentures with respect to which such default occurs is more than
one-tenth of the aggregate principal amount of the Debentures then
the Company shall have the right (a) to require such non-defaulting
Underwriters to purchase and pay for the respective principal
amounts of Debentures that they had severally agreed to purchase
hereunder, as hereinabove provided, and, in addition, the principal
amount of Debentures that the defaulting Underwriter or Under-
writers shall have so failed to purchase up to a principal amount
thereof equal to one-ninth of the respective principal amounts of
Debentures that such non-defaulting Underwriters have otherwise
agreed to purchase hereunder, and/or (b) to procure one or more
others, members of the National Association of Securities Dealers
(NASD) (or, if not members of the NASD, who are foreign banks,
dealers or institutions not registered under the Securities
Exchange Act of 1934 and who agree in making sales to comply with
the NASD's Rules of Fair Practice), to purchase or agree to pur-
chase, upon the terms herein set forth, the principal amount of
such Debentures that such defaulting Underwriter or Underwriters
had agreed to purchase, or that portion thereof that the remaining
Underwriters shall not be obligated to purchase pursuant to the
foregoing clause (a). In the event the Company shall exercise its
rights under clause (a) and/or (b) above, the Company shall give
written notice thereof to the Underwriters within 24 hours
(excluding any Saturday, Sunday or legal holiday) of the time when
the Company learns of the failure or refusal of any Underwriter or
Underwriters to purchase and pay for its respective principal
amount of Debentures, and thereupon the Time of Purchase shall be
postponed for a period not to exceed five full business days, as
the Company shall determine. In the event the Company shall be
entitled to but shall not elect (within the time period specified
above) to exercise its rights under clause (a) and/or (b), then
this Agreement shall terminate. In the event of any such termina-
tion, the Company shall not be under any liability to any Under-
writer (except to the extent, if any, provided in Section 4(h)
hereof), nor shall any Underwriter (other than an Underwriter who
shall have failed or refused to purchase the Debentures without
some reason sufficient to justify, in accordance with the terms
hereof, its termination of its obligations hereunder) be under any
liability to the Company or any other Underwriter.
Nothing herein contained shall release any defaulting Under-
writer from its liability to the Company or any non-defaulting
Underwriter for damages occasioned by its default hereunder.
8. Termination of Agreement by the Underwriters: This
Agreement may be terminated at any time prior to the Time of Pur-
chase by the Representative if, after the execution and delivery of
this Agreement and prior to the Time of Purchase, in the Represen-
tative's reasonable judgment, the Underwriters' ability to market
the Debentures shall have been materially adversely affected
because:
(i) trading in securities on the New York Stock Exchange
shall have been generally suspended by the Commission or by
the New York Stock Exchange, or
(ii) (A) a war involving the United States of America
shall have been declared, (B) any other national calamity
shall have occurred, or (C) any conflict involving the armed
services of the United States of America shall have escalated,
or
(iii) a general banking moratorium shall have been
declared by Federal or New York State authorities, or
(iv) there shall have been any decrease in the ratings of
the Company's first mortgage bonds by ▇▇▇▇▇'▇ Investors
Services, Inc. (Moody's) or Standard & Poor's Ratings Group
(S&P) or either Moody's or S&P shall publicly announce that it
has such first mortgage bonds under consideration for possible
downgrade.
If the Representative elects to terminate this Agreement,
as provided in this Section 8, the Representative will promptly
notify the Company by telephone or by telex or facsimile transmis-
sion, confirmed in writing. If this Agreement shall not be carried
out by any Underwriter for any reason permitted hereunder, or if
the sale of the Debentures to the Underwriters as herein contem-
plated shall not be carried out because the Company is not able to
comply with the terms hereof, the Company shall not be under any
obligation under this Agreement and shall not be liable to any
Underwriter or to any member of any selling group for the loss of
anticipated profits from the transactions contemplated by this
Agreement (except that the Company shall remain liable to the ex-
tent provided in Section 4(h) hereof) and the Underwriters shall be
under no liability to the Company nor be under any liability under
this Agreement to one another.
9. Notices: All notices hereunder shall, unless otherwise
expressly provided, be in writing and be delivered at or mailed to
the following addresses or by telex or facsimile transmission
confirmed in writing to the following addresses: if to the Under-
writers, to ____________________, as Representative, ____________
_______________________ and, if to the Company, to Indiana Michigan
Power Company, c/o American Electric Power Service Corporation, ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, attention of ▇. ▇. ▇▇▇▇,
Treasurer (fax 614/▇▇▇-▇▇▇▇).
10. Parties in Interest: The agreement herein set forth has
been and is made solely for the benefit of the Underwriters, the
Company (including the directors thereof and such of the officers
thereof as shall have signed the Registration Statement), the con-
trolling persons, if any, referred to in Sections 5 and 6 hereof,
and their respective successors, assigns, executors and administra-
tors, and, except as expressly otherwise provided in Section 7
hereof, no other person shall acquire or have any right under or by
the virtue of this Agreement.
11. Definition of Certain Terms: If there be two or more
persons, firms or corporations named in Exhibit 1 hereto, the term
"Underwriters", as used herein, shall be deemed to mean the several
persons, firms or corporations, so named (including the Representa-
tive herein mentioned, if so named) and any party or parties sub-
stituted pursuant to Section 7 hereof, and the term "Representa-
tive", as used herein, shall be deemed to mean the representative
or representatives designated by, or in the manner authorized by,
the Underwriters. All obligations of the Underwriters hereunder
are several and not joint. If there shall be only one person, firm
or corporation named in Exhibit 1 hereto, the term "Underwriters"
and the term "Representative", as used herein, shall mean such
person, firm or corporation. The term "successors" as used in this
Agreement shall not include any purchaser, as such purchaser, of
any of the Debentures from any of the respective Underwriters.
12. Conditions of the Company's Obligations: The obligations
of the Company hereunder are subject to the Underwriters' perfor-
▇▇▇▇▇ of their obligations hereunder, and the further condition
that at the Time of Purchase the Indiana Utility Regulatory Commis-
sion shall have issued an appropriate order, and such order shall
remain in full force and effect, authorizing the transactions con-
templated hereby.
13. Applicable Law: This Agreement will be governed and con-
strued in accordance with the laws of the State of New York.
14. Execution of Counterparts: This Agreement may be exe-
cuted in several counterparts, each of which shall be regarded as
an original and all of which shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this Agree-
ment to be executed by their respective officers thereunto duly
authorized, on the date first above written.
INDIANA MICHIGAN POWER COMPANY
By:___________________________
▇. ▇. ▇▇▇▇, Treasurer
as Representative
and on behalf of the Underwriters
named in Exhibit 1 hereto
By:___________________________
[97FN0046.IMP]
EXHIBIT 1
Name Principal Amount
---- ----------------
Total $
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