Conformed Copy
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OHIO EDISON COMPANY
with
BANKERS TRUST COMPANY,
As Trustee
_______________
Sixty-Fifth Supplemental Indenture
Providing among other things for
First Mortgage Bonds
Guarantee Series of 1995 due 2015
_______________
Dated as of April 1, 1995
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SUPPLEMENTAL INDENTURE, dated as of April 1, 1995
between Ohio Edison Company, a corporation organized and existing
under the laws of the State of Ohio (hereinafter called the
"Company"), party of the first part, and Bankers Trust Company, a
corporation organized and existing under the laws of the State of
New York, as Trustee under the Indenture hereinafter referred to,
party of the second part.
Whereas, the Company has heretofore executed and
delivered to Bankers Trust Company, as Trustee (hereinafter
called the "Trustee"), a certain Indenture of Mortgage and Deed
of Trust, dated as of August 1, 1930, to secure an issue of bonds
of the Company, issued and to be issued in series, from time to
time, in the manner and subject to the conditions set forth in
the said Indenture; and the said Indenture has been supplemented
by supplemental indentures, dated as of August 1, 1930, March 3,
1931, as of November 1, 1935, as of January 1, 1937, as of
September 1, 1937, as of June 13, 1939, as of September 1, 1944,
as of April 1, 1945, as of September 1, 1948, as of May 1, 1950,
as of January 1, 1954, as of May 1, 1955, as of August 1, 1956,
as of March 1, 1958, as of April 1, 1959, as of June 1, 1961, as
of September 1, 1969, as of May 1, 1970, as of September 1, 1970,
as of June 1, 1971, as of August 1, 1972, as of September 1,
1973, as of August 1, 1974, as of July 1, 1976, as of December 1,
1976, as of June 15, 1977, as of May 15, 1978, as of February 1,
1980, as of April 15, 1980, as of June 15, 1980, as of October 1,
1981, as of October 15, 1981, as of February 15, 1982, as of July
1, 1982, as of March 1, 1983, as of March 1, 1984, as of
September 15, 1984, as of September 27, 1984, as of November 8,
1984, as of December 1, 1984, as of December 5, 1984, as of
January 1, 1985, as of January 30, 1985, as of February 25, 1985,
as of July 1, 1985, as of October 1, 1985, as of January 15,
1986, as of May 20, 1986, as of June 3, 1986, as of October 1,
1986, as of July 15, 1989, as of August 25, 1989, as of February
15, 1991, as of May 1, 1991, as of May 15, 1991, as of September
15, 1991, as of April 1, 1992, as of June 15, 1992, as of
September 15, 1992, as of April 1, 1993, as of June 15, 1993, as
of September 15, 1993 and as of November 15, 1993 respectively,
which Indenture as so supplemented and to be hereby supplemented
is hereinafter referred to as the "Indenture"; and
Whereas, the Indenture provides for the issuance of
bonds thereunder in one or more series, the form of each series
of bonds and of the coupons to be attached to the coupon bonds,
if any, to be substantially in the forms set forth therein with
such insertions, omissions and variations as the Board of
Directors of the Company may determine; and
Whereas, the Company, by appropriate corporate action
in conformity with the terms of the Indenture, has duly
determined to create a new series of bonds under the Indenture,
consisting of $40,000,000 in principal amount to be designated as
"First Mortgage Bonds Guarantee Series of 1995 due 2015"
(hereinafter sometimes referred to as the "bonds of Guarantee
Series"), the bonds of which series are to bear interest at the
rate of 6.75% per annum, are to mature July 1, 2015, and are to
be substantially in the following form:
[Form of Bond of Guarantee Series]
This Bond is not transferable except to a successor trustee under
the Trust Indenture, dated as of July 1, 1994, between the OHIO
WATER DEVELOPMENT AUTHORITY and SOCIETY NATIONAL BANK, as
Trustee, or in connection with the exercise of the rights and
remedies of the holder hereof consequent upon a "default" as
defined in the Mortgage referred to herein.
OHIO EDISON COMPANY
First Mortgage Bond Guarantee Series of 1995 Due 2015
Due July 1, 2015
$ No.
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby
promises to pay to or registered assigns,
dollars at an office or
agency of the Company in the Borough of Manhattan, The City of
New York, N.Y. or in the City of Akron, Ohio, on July 1, 2015
in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private debts,
and to pay at said offices or agencies to the registered owner
hereof, in like coin or currency, interest thereon from the
Initial Interest Accrual Date (hereinbelow defined) at the rate
of six and seventy-five hundredths per centum per annum.
Payments of principal of and interest on this bond shall be made
at an office or agency of the Company in the Borough of
Manhattan, The City of New York, N. Y. or in the City of Akron,
Ohio.
The provisions of this bond are continued on the
reverse hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
This bond shall not become obligatory until Bankers
Trust Company, the Trustee under the Mortgage referred to on the
reverse hereof, or its successor thereunder, shall have
authenticated the form of certificate endorsed hereon.
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In witness whereof, Ohio Edison Company has caused this
bond to be signed in its name by its President or a Vice
President, by his signature or a facsimile thereof, and its
corporate seal to be printed hereon, attested by its Secretary or
an Assistant Secretary, by his signature or a facsimile thereof.
Dated, , 199_
Ohio Edison Company,
By____________________
Title:
Attest:
_________________________
Title:
[form of trustee's authentication certificate]
Trustee's Authentication Certificate
This bond is one of the bonds of the series designated
therein, described in the within-mentioned Mortgage.
Bankers Trust Company,
as Trustee,
By_________________________
Authorized Officer
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[Form of Bond of Guarantee Series]
[Reverse]
OHIO EDISON COMPANY
First Mortgage Bond Guarantee Series of 1995 Due 2015
This bond is one of an issue of bonds of the Company,
issuable in series, and is one of a series known as its First
Mortgage Bonds of the series designated in its title, all issued
and to be issued under and equally secured (except as to any
sinking fund established in accordance with the provisions of the
Mortgage hereinafter mentioned for the bonds of any particular
series) by an Indenture of Mortgage and Deed of Trust, dated as
of August 1, 1930, executed by the Company to Bankers Trust
Company, as Trustee, as amended and supplemented by indentures
supplemental thereto, to which Indenture as so amended and
supplemented (herein referred to as the "Mortgage") reference is
made for a description of the property mortgaged and pledged, the
nature and extent of the security, the rights of the holders of
the bonds in respect thereof and the terms and conditions upon
which the bonds are secured.
The bonds of this series shall be redeemed in whole, by
payment of the principal amount thereof plus accrued interest
thereon, if any, to the date fixed for redemption, upon receipt
by the Trustee of a written advice from the trustee under the
Trust Indenture (the "Revenue Bond Indenture") dated as of July
1, 1994, between Ohio Water Development Authority and Society
National Bank, as trustee (such trustee and any successor trustee
being hereinafter referred to as the "Revenue Bond Trustee"),
securing $40,000,000 of Ohio Water Development Authority State of
Ohio 6.75% Pollution Control Revenue Refunding Bonds, Series 1995
(Ohio Edison Company Project), stating that the principal amount
of all the revenue bonds (the "Revenue Bonds") then outstanding
under the Revenue Bond Indenture has been declared due and
payable pursuant to the provisions of Section 9.02 of the Revenue
Bond Indenture, specifying the date of the accelerated maturity
of such Revenue Bonds and the date from which interest on the
Revenue Bonds issued under the Revenue Bond Indenture has then
accrued, stating such declaration of maturity has not been
annulled and demanding payment of the principal amount hereof
plus accrued interest hereon to the date fixed for such
redemption. As provided in the supplemental indenture
establishing the terms and provisions of the bonds of this
series, the date fixed for such redemption shall be not earlier
than the date specified in the aforesaid written advice as the
date of the accelerated maturity of the Revenue Bonds then
outstanding under the Revenue Bond Indenture and not later than
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the 45th day after receipt by the Trustee of such advice, unless
such 45th day is earlier than such date of accelerated maturity.
The date fixed for such redemption shall be specified in a notice
of redemption to be given not less than 30 days prior to the date
so fixed for such redemption. Upon mailing of such notice of
redemption, the date from which unpaid interest on the Revenue
Bonds has then accrued (as specified by the Revenue Bond Trustee)
shall become the initial interest accrual date (the "Initial
Interest Accrual Date") with respect to the bonds of this series,
and the date which is six months after the Initial Interest
Accrual Date shall be the first interest payment date for the
bonds of this series, provided, however, on any demand for
payment of the principal amount hereof at maturity as a result of
the principal of the Revenue Bonds becoming due and payable on
the maturity date of the bonds of this series, the date from
which unpaid interest on the Revenue Bonds has then accrued shall
become the Initial Interest Accrual Date with respect to the
bonds of this series, such date to be as stated in a written
notice from the Revenue Bond Trustee to the Trustee. As provided
in said supplemental indenture, the aforementioned notice of
redemption shall become null and void for all purposes under said
supplemental indenture and the Mortgage (including the fixing of
the Initial Interest Accrual Date with respect to the bonds of
this series) upon receipt by the Trustee of written notice from
the Revenue Bond Trustee of the annulment of the acceleration of
the maturity of the Revenue Bonds then outstanding under the
Revenue Bond Indenture and of the rescission of the aforesaid
written advice prior to the redemption date specified in such
notice of redemption, and thereupon no redemption of the bonds of
this series and no payment in respect thereof as specified in
such notice of redemption shall be effected or required. But no
such rescission shall extend to any subsequent written advice
from the Revenue Bond Trustee or impair any right consequent on
such subsequent written advice.
Bonds of this series are not otherwise redeemable prior
to their maturity.
Notwithstanding the foregoing, the Company reserves the
right, without any consent or other action by holders of the
bonds of this series, to have the bonds of this series exchanged
(the "Exchange") at any time in whole, but not in part, for other
mortgage bonds (the "New Mortgage Bonds") of the Company (i) to
be issued under a separate indenture of mortgage and deed of
trust (the "New Mortgage") in an aggregate principal amount equal
to the aggregate principal amount of bonds of this series then
outstanding, (ii) containing provisions with respect to maturity,
principal, interest, and premium, if any, and redemption
corresponding to the bonds of this series, and (iii) otherwise
satisfying the provisions of the Pledge Agreement dated as of
July 1, 1994, as amended as of April 1, 1995, between the Company
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and Society National Bank. The date fixed by the Company for any
Exchange (the "Exchange Date") shall be specified in a notice of
exchange to be given to the registered owner hereof not less than
30 days prior to the date so fixed for Exchange, which notice may
be revoked by the Company at any time prior to the Exchange Date.
Any such revocation shall not prevent the Company from exercising
its right to effect the Exchange after appropriate notice at a
later date. If the Company has not revoked its election to have
the bonds of this series exchanged prior to the Exchange Date, on
the Exchange Date the New Mortgage Bonds shall be delivered by
the Company to the holders of the bonds of this series in
exchange for the bonds of this series held by such holders and
the bonds of this series shall cease to be outstanding and shall
cease to accrue interest and shall represent only the right to
receive a like principal amount of the New Mortgage Bonds.
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this
series, the Company reserves the right, without any consent or
other action by holders of the bonds of this series, to amend the
Mortgage to provide (a) that the Mortgage, the rights and
obligations of the Company and the rights of the bondholders may
be modified with the consent of the holders of not less than 60%
in principal amount of the bonds adversely affected; provided,
however, that no modification shall (1) extend the time, or
reduce the amount, of any payment on any bond, without the
consent of the holder of each bond so affected, (2) permit the
creation of any lien, not otherwise permitted, prior to or on a
parity with the lien of the Mortgage, without the consent of the
holders of all bonds then outstanding, or (3) reduce the above
percentage of the principal amount of bonds the holders of which
are required to approve any such modification without the consent
of the holders of all bonds then outstanding and (b) that (i)
additional bonds may be issued against 70% of the value of the
property which forms the basis for such issuance and (ii) the
charge against property subject to a prior lien which is used to
effectuate the release of property under the Mortgage be
similarly based.
The principal hereof may be declared or may become due
on the conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a completed default as in the
Mortgage provided.
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
stockholder, officer or director of the Company or any
predecessor or successor corporation, either directly or through
the Company or any predecessor or successor corporation, under
any rule of law, statute or constitution or by the enforcement of
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any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released
by the registered owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
The bonds of this series are issuable only as
registered bonds without coupons in denominations of $5,000 and
authorized multiples thereof. Subject only to the restrictions
contained in the Pledge Agreement dated as of July 1, 1994
between the Company and the Revenue Bond Trustee relating to
bonds of this series, this bond is transferable as prescribed in
the Mortgage by the registered owner hereof, in person or by
attorney duly authorized, at an office or agency of the Company,
in the Borough of Manhattan, The City of New York, N.Y. or in the
City of Akron, Ohio, upon surrender and cancellation of this bond
and thereupon a new registered bond or bonds of the same series
for a like principal amount, in authorized denominations, will be
issued to the transferee in exchange therefor, as provided in the
Mortgage, and upon payment, if the Company shall require it, of
the transfer charges therein prescribed. The Company and the
Trustee may deem and treat the person in whose name this bond is
registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon
and for all other purposes. Registered bonds of this series
shall be exchangeable at said offices or agencies of the Company
for registered bonds of other authorized denominations having the
same aggregate principal amount, in the manner and upon the
conditions prescribed in the Mortgage. Notwithstanding any
provision of the Mortgage, (a) neither the Company nor the
Trustee shall be required to make transfers or exchanges of bonds
of this series during the period between any interest payment
date for such series and the record date next preceding such
interest payment date, and (b) no charge shall be made upon any
transfer or exchange of bonds of this series other than for any
tax or taxes or other governmental charge required to be paid by
the Company.
[end of form of bond of Guarantee Series]
and
Whereas, Section 115 of the Indenture provides that the
Company and the Trustee may, from time to time and at any time,
enter into such indentures supplemental thereto as shall be
deemed necessary or desirable for one or more purposes,
including, among others, to describe and set forth the particular
terms and the form of additional series of bonds to be issued
under the Indenture, to add other limitations on the issue of
bonds, withdrawal of cash or release of property, to add to the
covenants and agreements of the Company for the protection of the
holders of the bonds and of the mortgaged and pledged property,
to supplement defective or inconsistent provisions contained in
the Indenture, and for any other purpose not inconsistent with
the terms of the Indenture; and
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Whereas, all things necessary to make the bonds of
Guarantee Series when authenticated by the Trustee and issued as
in the Indenture provided, the valid, binding and legal
obligations of the Company, entitled in all respects to the
security of the Indenture, have been done and performed, and the
creation, execution and delivery of this Supplemental Indenture
have in all respects been duly authorized; and
Whereas, the Company and Trustee deem it advisable to
enter into this Supplemental Indenture for the purposes of
describing the bonds of Guarantee Series and of establishing the
terms and provisions thereof, confirming the mortgaging under the
Indenture of additional property for the equal and proportionate
benefit and security of the holders of all bonds at any time
issued thereunder, amplifying the description of the property
mortgaged, adding other limitations to the Indenture on the issue
of bonds, withdrawal of cash or release of property, and adding
to the covenants and agreements of the Company for the protection
of the holders of bonds and of mortgaged and pledged property;
Now, therefore, this supplemental indenture witnesseth:
That Ohio Edison Company, in consideration of the premises and of
one dollar to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and of the purchase and acceptance of the
bonds issued or to be issued hereunder by the holders thereof,
and in order to secure the payment both of the principal and
interest of all bonds at any time issued and outstanding under
the Indenture, according to their tenor and effect, and the
performance of all the provisions of the Indenture and of said
bonds, hath granted, bargained, sold, released, conveyed,
assigned, transferred, pledged, set over and confirmed and by
these presents xxxx xxxxx, bargain, sell, release, convey,
assign, transfer, pledge, set over and confirm unto Bankers Trust
Company, as Trustee, and to its successor or successors in said
trust, and to its and their assigns forever, all the properties
of the Company described in Schedule A (which is identified by
the signature of an officer of each party hereto at the end
thereof) hereto annexed and hereby made a part hereof;
Together with all and singular the tenements,
hereditaments and appurtenances belonging or in any wise
appertaining to the aforesaid property or any part thereof, with
the reversion and reversions, remainder and remainders and
(subject to the provisions of Article XI of the Indenture) the
tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest
and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforesaid
property and franchises and every part and parcel thereof.
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The Company does hereby agree and does hereby confirm
and reaffirm the agreement made by it in the Indenture, dated as
of August 1, 1930, that all the property, rights and franchises
acquired by the Company after the date of the Indenture, dated as
of August 1, 1930 (except any hereinafter expressly excepted),
shall be as fully embraced within the lien of the Indenture as if
such property had been owned by the Company on the date of the
Indenture, dated as of August 1, 1930 and was specifically
described therein and conveyed thereby and does hereby confirm
that the Company will not cause or consent to a partition,
whether voluntary or through legal proceedings, of property,
whether herein described or heretofore or hereafter acquired, in
which its ownership shall be as a tenant in common except as
permitted by and in conformity with the provisions of the
Indenture and particularly of Article XI thereof.
Provided that the following are not and are not
intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Indenture, viz.: cash, shares
of stock and obligations (including bonds, notes and other
securities) not heretofore or hereafter specifically pledged,
paid or deposited or delivered under the Indenture or covenanted
so to be.
To have and to hold all such properties, real, personal
and mixed, mortgaged, pledged or conveyed by the Company as
aforesaid, or intended so to be, unto the Trustee and its
successors and assigns forever.
In trust, nevertheless, upon the terms and trusts of
the Indenture for those who shall hold the bonds and coupons
issued and to be issued thereunder, or any of them, without
preference, priority or distinction as to lien of any of said
bonds and coupons over any others thereof by reason of priority
in the time of the issue or negotiations thereof, or otherwise
howsoever, subject, however, to the provisions in reference to
extended, transferred or pledged coupons and claims for interest
set forth in the Indenture (and subject to any sinking funds that
may be hereafter created for the benefit of any particular
series).
Provided, however, and these presents are upon the
condition that if the Company, its successors or assigns, shall
pay or cause to be paid, the principal of and interest on said
bonds, at the times and in the manner stipulated therein and
herein, and shall keep, perform and observe all and singular the
covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part of
the Company, then this Supplemental Indenture and the estate and
rights hereby granted shall cease, determine and be void,
otherwise to be and remain in full force and effect.
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It is hereby covenanted, declared and agreed, by the
Company, that all such bonds and coupons are to be issued,
authenticated and delivered, and that all property subject or to
become subject hereto is to be held, subject to the further
covenants, conditions, uses and trusts in the Indenture set
forth, and the parties hereto mutually agree as follows:
Section 1. Bonds of Guarantee Series shall mature on
July 1, 2015, and shall be designated as the Company's "First
Mortgage Bonds Guarantee Series of 1995 due 2015." The bonds of
Guarantee Series shall bear interest from the Initial Interest
Accrual Date (as defined in the form of the bond hereinabove set
forth) at the rate of six and seventy-five hundredths per centum
per annum. Principal or redemption price of and interest on the
bonds of Guarantee Series shall be payable in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts, at an
office or agency of the Company in the Borough of Manhattan, The
City of New York, N.Y. or in the City of Akron, Ohio.
Definitive bonds of Guarantee Series may be issued,
originally or otherwise, only as registered bonds, substantially
in the form of bond hereinbefore recited, and in the
denominations of $5,000 and authorized multiples thereof.
Delivery of a bond of Guarantee Series to the Trustee for
authentication shall be conclusive evidence that its serial
number has been duly approved by the Company.
The bonds of Guarantee Series shall be redeemable
pursuant to the requirements of this Sixty-fifth Supplemental
Indenture in whole, prior to maturity, upon notice given by
mailing the same, postage pre-paid, at least thirty days and not
more than forty-five days prior to the date fixed for redemption
to each registered holder of a bond to be redeemed at the last
address of such holder appearing on the registry books. The
Trustee shall within five business days of receiving the written
advice specified in the form of bond of Guarantee Series provided
for herein mail a copy thereof to the Company stamped or
otherwise marked to indicate the date of receipt by the Trustee.
The Company shall fix a redemption date for the redemption so
demanded and shall mail to the Trustee notice of such date at
least 35 days prior thereto. Subject to the foregoing sentence,
the redemption date so fixed may be any day not earlier than the
date specified in the aforesaid written advice as the date of the
accelerated maturity of the Revenue Bonds then outstanding under
the Revenue Bond Indenture and not later than the 45th day after
receipt by the Trustee of such advice, unless such 45th day is
earlier than such date of accelerated maturity. If the Trustee
does not receive such notice from the Company within 13 days
after receipt by the Trustee of the aforesaid written advice, the
redemption date shall be deemed fixed as the 45th day after such
receipt. The Trustee shall mail notice of the redemption date to
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the Revenue Bond Trustee not less than 30 days prior to such
redemption date, provided, however, that the Trustee shall mail
no such notice (and no redemption shall be made) if prior to the
mailing of such notice the Trustee shall have received written
notice from the Revenue Bond Trustee of the annulment of the
acceleration of the maturity of the Revenue Bonds then
outstanding under the Revenue Bond Indenture and of the
rescission of the aforesaid written advice. The terms "Revenue
Bond Trustee" and "Revenue Bond Indenture" and "Revenue Bonds"
shall have the meanings specified in the form of bond of
Guarantee Series provided for herein. Redemption of the bonds of
Guarantee Series shall be at the principal amount thereof, plus
accrued interest thereon to the date fixed for redemption and
such amount shall become due and payable on the date fixed for
such redemption. Anything in this paragraph contained to the
contrary notwithstanding, if, after mailing notice of the date
fixed for redemption but prior to such date, the Trustee shall
have been advised in writing by the Revenue Bond Trustee that the
acceleration of the maturity of the Revenue Bonds then
outstanding under the Revenue Bond Indenture has been annulled
and that the aforesaid written advice has been rescinded, the
aforesaid written advice shall thereupon, without further act of
the Trustee or the Company, be rescinded and become null and void
for all purposes hereunder (including the fixing of the Initial
Interest Accrual Date as provided in the form of bond of
Guarantee Series provided for herein) and no redemption of the
bonds of Guarantee Series and no payments in respect thereof as
specified in the aforesaid written notice shall be effected or
required. But no such rescission shall extend to any subsequent
written advice from the Revenue Bond Trustee or impair any right
consequent on such subsequent written advice.
Section 2. Bonds of Guarantee Series shall be deemed
to be paid and no longer outstanding under the Indenture to the
extent that Revenue Bonds which are outstanding from time to time
under the Revenue Bond Indenture are paid or deemed to be paid
and are no longer outstanding and the Trustee has been notified
to such effect by the Company.
Section 3. Subject to the terms of the Pledge
Agreement dated as of July 1, 1994 between the Company and the
Revenue Bond Trustee relating to the bonds of Guarantee Series,
bonds of Guarantee Series may be transferred by the registered
owners thereof, in person or by attorney duly authorized, at an
office or agency of the Company in the Borough of Manhattan, The
City of New York, N. Y. or in the City of Akron, Ohio but only in
the manner and upon the conditions prescribed in the Indenture
and in the form of bond hereinbefore recited. Bonds of Guarantee
Series shall be exchangeable for other registered bonds of the
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same series, in the manner and upon the conditions prescribed in
the Indenture, and in the form of bond hereinbefore recited, upon
the surrender of such bonds at said offices or agencies of the
Company. However, notwithstanding the provisions of Section 14
or 15 of the Indenture, no charge shall be made upon any transfer
or exchange of bonds of said series other than for any tax or
taxes or other governmental charge required to be paid by the
Company.
Section 4. The Company reserves the right, without any
consent or other action by holders of the bonds of Guarantee
Series, or any subsequent series of bonds, to amend the Indenture
by inserting the following language as Section 115A immediately
following current Section 115 of the Indenture:
With the consent of the holders of not less than
sixty per centum (60%) in principal amount of the bonds at
the time outstanding or their attorneys-in-fact duly
authorized, or, if the rights of the holders of one or more,
but not all, series then outstanding are affected, the
consent of the holders of not less than sixty per centum
(60%) in aggregate principal amount of the bonds at the time
outstanding of all affected series, taken together, and not
any other series, the Company, when authorized by a
resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or
modifying the rights and obligations of the Company and the
rights of the holders of any of the bonds and coupons;
provided, however, that no such supplemental indenture shall
(1) extend the maturity of any of the bonds or reduce the
rate or extend the time of payment of interest thereon, or
reduce the amount of the principal thereof, or reduce any
premium, payable on the redemption thereof or change the
coin or currency in which any bond or interest thereon is
payable, without the consent of the holder of each bond so
affected, or (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien
of this Indenture, without the consent of the holders of all
of the bonds then outstanding, or (3) reduce the aforesaid
percentage of the principal amount of bonds the holders of
which are required to approve any such supplemental
indenture, without the consent of the holders of all the
bonds then outstanding. For the purposes of this Section,
bonds shall be deemed to be affected by a supplemental
indenture if such supplemental indenture adversely affects
or diminishes the right of holders thereof against the
Company or against its property.
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Upon the written request of the Company,
accompanied by a resolution authorizing the execution of any
such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of bondholders as
aforesaid (the instrument or instruments evidencing such
consent to be dated within one year of such request), the
Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may
in its discretion but shall not be obligated to enter into
such supplemental indenture. The Trustee shall be entitled
to receive and, subject to Section 102 of the Indenture and
Article Five of the Seventh Supplemental Indenture, may rely
upon an opinion of counsel as conclusive evidence that any
such supplemental indenture is authorized or permitted by
the provisions of this Section.
It shall not be necessary for the consent of the
bondholders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance
thereof.
The Company and the Trustee, if they so elect, and
either before or after such 60% or greater consent has been
obtained, may require the holder of any bond consenting to
the execution of any such supplemental indenture to submit
his bond to the Trustee or to such bank, banker or trust
company as may be designated by the Trustee for the purpose,
for the notation thereon of the fact that the holder of such
bond has consented to the execution of such supplemental
indenture, and in such case such notation, in form
satisfactory to the Trustee, shall be made upon all bonds so
submitted, and such bonds bearing such notation shall
forthwith be returned to the persons entitled thereto. All
subsequent holders of bonds bearing such notation shall be
deemed to have consented to the execution of such
supplemental indenture, and consent, once given or deemed to
be given, may not be withdrawn.
Prior to the execution by the Company and the
Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Company shall publish a
notice, setting forth in general terms the substance of such
supplemental indenture, at least once in one daily newspaper
of general circulation in each city in which the principal
of any of the bonds shall be payable, or, if all bonds
outstanding shall be registered bonds without coupons or
coupon bonds registered as to principal, such notice shall
be sufficiently given if mailed, first class, postage
prepaid, and registered if the Company so elects, to each
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registered holder of bonds at the last address of such
holder appearing on the registry books, such publication or
mailing, as the case may be, to be made not less than thirty
days prior to such execution. Any failure of the Company to
give such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such
supplemental indenture.
Section 5. The Company reserves the right, without any
consent or other action by the holders of the bonds of Guarantee
Series, or any subsequent series of bonds, to amend the Indenture
by deleting the phrase "sixty per centum (60%)" in Section 28 of
the Indenture and substituting therefor the phrase "seventy per
centum (70%)" and by deleting the phrase "One hundred sixty-six
and two-thirds per cent. (166 2/3%)" in Sections 65 and 67 of the
Indenture and substituting therefor the phrase "One hundred and
forty-two and eighty-six hundredths per cent. (142.86%)".
Section 6. Except as herein otherwise expressly
provided, no duties, responsibilities or liabilities are assumed,
or shall be construed to be assumed, by the Trustee by reason of
this Supplemental Indenture; the Trustee shall not be responsible
for the recitals herein or in the bonds (except the Trustee's
authentication certificate), all of which are made by the Company
solely; and this Supplemental Indenture is executed and accepted
by the Trustee, subject to all the terms and conditions set forth
in the Indenture, as fully to all intents and purposes as if the
terms and conditions of the Indenture were herein set forth at
length.
Section 7. As supplemented by this Supplemental
Indenture, the Indenture is in all respects ratified and
confirmed, and the Indenture as herein defined, and this
Supplemental Indenture, shall be read, taken and construed as one
and the same instrument.
Section 8. Nothing in this Supplemental Indenture
contained shall or shall be construed to confer upon any person
other than a holder of bonds issued under the Indenture, the
Company and the Trustee any right or interest to avail himself of
any benefit under any provision of the Indenture or of this
Supplemental Indenture.
Section 9. This Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
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In witness whereof, Ohio Edison Company, party of the
first part hereto, and Bankers Trust Company, party of the second
part hereto, have caused these presents to be executed in their
respective names by their respective Presidents or one of their
Vice Presidents or Assistant Vice Presidents and their respective
seals to be hereunto affixed and attested by their respective
Secretaries or one of their Assistant Secretaries or Assistant
Treasurers, all as of the day and year first above written.
Ohio Edison Company
[Seal]
By: /s/ H. P. Burg
--------------------------
Title: Senior Vice President
Attest: /s/ X. X. Xxxxxx, XX
-----------------------
Title: Assistant Treasurer and
Assistant Secretary
Signed, Sealed and Acknowledged on behalf of
Ohio Edison Company in the presence of:
/s/ Xxxxxxx X. Xxxxxx
-----------------------
/s/ Xxxxxx X. Xxxxx
-----------------------
Bankers Trust Company
[Seal]
By: /s/ Xxxxxx Xxxxxxxx
-----------------------
Title: Vice President
Attest: /s/ Xxxxx Xxxxx
-------------------------
Title: Assistant Treasurer
Signed, Sealed and Acknowledged on behalf of
Bankers Trust Company in the presence of:
/s/ Xxxxx X'Xxxxx
----------------------
/s/ Xxxxxxx Xxxxxx
----------------------
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State of Ohio )
: ss.:
County of Summit )
On the 29th day of March, 1995, personally appeared
before me, a Notary Public in and for the said County and State
aforesaid, H. P. Burg and X. X. Xxxxxx, XX, to me known and known
to me to be a Senior Vice President and an Assistant Treasurer
and Assistant Secretary, respectively, of Ohio Edison Company,
the corporation which executed the foregoing instrument, and who
severally acknowledged that they did sign and seal such
instrument as such Senior Vice President and Assistant Treasurer
and Assistant Secretary, respectively, of Ohio Edison Company,
the same is their free act and deed and the free and corporate
act and deed of said corporation.
In witness whereof, I have hereunto set my hand and
seal the 29th day of March, 1995.
/s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, Notary Public
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Nov. 20, 1999
[Seal]
State of Ohio )
: ss.:
County of Summit )
On the 29th day of March, 1995, before me personally
came H. P. Xxxx, to me known, who, being by me duly sworn, did
depose and say that he resides at 0000 Xxxxxxx Xxxx, Xxxx, Xxxx
00000; that he is a Senior Vice President of Ohio Edison Company,
one of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
/s/ Xxxxx X. Xxxxxx
--------------------------
Xxxxx X. Xxxxxx, Notary Public
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Nov. 20, 1999
[Seal]
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State of New York )
: ss.:
County of New York )
On the 30th day of March, 1995, personally appeared
before me, a Notary Public in and for the said County and State
aforesaid, Xxxxxx Xxxxxxxx and Xxxxx Xxxxx, to me known and known
to me to be a Vice President and Assistant Treasurer,
respectively, of Bankers Trust Company, the corporation which
executed the foregoing instrument, and who severally acknowledged
that they did sign and seal such instrument as such Vice
President and Assistant Treasurer for and on behalf of said
corporation and that the same is their free act and deed and the
free and corporate act and deed of said corporation.
In witness whereof, I have hereunto set my hand and
seal the 30th day of March, 1995.
/s/ Xxxxxx X. Xxxxxx
--------------------------
XXXXXX X. XXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
My Commission Expires May 7, 1996
[Seal]
State of New York )
: ss.:
County of New York )
On the 30th day of March, 1995, before me personally
came Xxxxxx Xxxxxxxx, to me known, who, being by me duly sworn,
did depose and say that he resides at 00 Xxxx Xxxxxx, Xxxxx
Xxxxxx, Xxx Xxxx 00000; that he is a Vice President of Bankers
Trust Company, one of the parties described in and which executed
the above instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that she signed her name
thereto by like authority.
/s/ Xxxxxx X. Xxxxxx
---------------------------
XXXXXX X. XXXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
My Commission Expires May 7, 1996
[Seal]
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Bankers Trust Company hereby certifies that its precise
name and address as Trustee hereunder are:
Bankers Trust Company
Four Albany Street
Borough of Manhattan
City, County and State of New York 10015
Bankers Trust Company
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Title: Vice President
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SCHEDULE A
Detailed Description of Additional Properties
A. ELECTRIC TRANSMISSION LINES
The following electric transmission lines of the
Company, including the towers, poles, pole lines, wire, switch
racks, insulators and other appurtenances, and equipment owned by
the Company, and all other property of the Company, with all the
Company's rights of way, easements, permits, privileges and
consents, licenses and rights over or relating to the
construction, maintenance or operation thereof, through, over,
under or upon any public streets or highways or other lands,
public or private:
Lake Erie Division
1. Baumhart Loop: Single circuit wood pole construction
extending from Structure #121 and #121A on the existing
Edgewater-Shinrock line southerly, westerly, and
northerly to Baumhart Substation, a distance of 0.11
mile, all being located in the City of Vermilion,
Lorain County, Ohio.
/s/ X. X. Xxxxxx, XX,
----------------------------------
X. X. Xxxxxx, XX, Assistant Treasurer and
Assistant Secretary
Ohio Edison Company
/s/ Xxxxxx Xxxxxxxx,
----------------------------
Xxxxxx Xxxxxxxx, Vice President
Bankers Trust Company
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