[Conformed with Recordation Data]
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OHIO EDISON COMPANY
with
BANKERS TRUST COMPANY,
As Trustee
_______________
Sixty-Sixth Supplemental Indenture
Providing among other things for
First Mortgage Bonds
Guarantee Series I of 1995 due 2002
_______________
Dated as of May 1, 1995
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SUPPLEMENTAL INDENTURE, dated as of May 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, as of November 15, 1993 and as of April 1,
1995, 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, in accordance with
the requirements of the Letter of Credit and Reimbursement
Agreement dated as of May 12, 1995 among the Company, Deutsche
Bank AG New York Branch, as Administrative Agent (the
"Administrative Agent") and Issuing Bank, and the Lenders named
therein (as the same may be amended from time to time, the
"Reimbursement Agreement"), has duly determined to create a new
series of bonds under the Indenture, consisting of
$227,886,000.00 in principal amount to be designated as "First
Mortgage Bonds Guarantee Series I of 1995 due 2002" (hereinafter
sometimes referred to as the "bonds of Guarantee Series I"), the
bonds of which series are to bear interest (which for the
purposes hereof shall also include commissions, fees and other
amounts (other than amounts payable as principal) due and owing
under the Reimbursement Agreement) at the same rates and on the
same dates as the Reimbursement Agreement provides for the
accrual and payment of interest, fees, commissions and such other
amounts are to mature on May 12, 2002, or, as provided herein,
such later date as shall correspond to the latest Stated
Termination Date (as defined in the Reimbursement Agreement) of
any Letter of Credit (as defined in the Reimbursement Agreement)
issued and outstanding under the Reimbursement Agreement, and are
to be substantially in the following form:
THIS BOND IS NOT TRANSFERABLE EXCEPT (X) TO A SUCCESSOR
ADMINISTRATIVE AGENT UNDER A REIMBURSEMENT AGREEMENT, DATED AS OF
MAY 12, 1995, AMONG THE OHIO EDISON COMPANY, THE ADMINISTRATIVE
AGENT, THE ISSUING BANK AND THE LENDERS NAMED THEREIN AS THE SAME
MAY BE AMENDED FROM TIME TO TIME, OR (Y) IN CONNECTION WITH THE
EXERCISE OF THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF
CONSEQUENT UPON A "REIMBURSEMENT EVENT OF DEFAULT" AS DEFINED IN
SUCH REIMBURSEMENT AGREEMENT REFERRED TO HEREIN.
OHIO EDISON COMPANY
First Mortgage Bond Guarantee Series I of 1995 Due 2002
Due May 12, 2002
No.
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby
promises to pay to Deutsche Bank AG New York Branch, as
Administrative Agent under the Reimbursement Agreement
hereinafter described, or registered assigns, dollars
(reduced from time to time as hereinafter provided) 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 the dates and in
the amounts set forth in the Reimbursement Agreement for the
payment of the principal of Advances (as defined in the
Reimbursement Agreement) and the reimbursement of drawings under
any Letter of Credit (as defined in the Reimbursement Agreement)
and to pay interest on said sum as described on the reverse
hereof, in any coin or currency of the United States of America
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which at the time of payment is legal tender for public and
private debts. 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.
- 3 -
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: President
Attest:
_________________________
Title: Secretary
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
- 4 -
OHIO EDISON COMPANY
First Mortgage Bond Guarantee Series I of 1995 Due 2002
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 have been issued to Deutsche
Bank AG New York Branch ("DBNY"), as Administrative Agent
(including any successors as Administrative Agent under the
Reimbursement Agreement, the "Administrative Agent") in
connection with the execution and delivery by the Company of the
Letter of Credit and Reimbursement Agreement dated as of May 12,
1995 among the Company, DBNY as Administrative Agent and Issuing
Bank, and the Lenders named therein (as the same may be amended
from time to time, the "Reimbursement Agreement"). The principal
amount of this bond shall equal the Commitment or the Adjusted
Commitment whichever is less (in each case as defined in the
Reimbursement Agreement), under the Reimbursement Agreement.
Except as hereinafter provided, interest (which for the
purposes hereof shall also include commissions, fees and other
amounts (other than amounts payable as principal) due and owing
under the Reimbursement Agreement) on this bond accrues and is
payable at the same rates and on the same dates as the
Reimbursement Agreement provides for the accrual and payment of
interest, fees, commissions and such other amounts.
The obligation of the Company to make payments with
respect to the principal and interest (calculated as set forth
above) on the bonds of this Series whether at stated maturity, as
a result of acceleration of maturity or upon mandatory redemption
shall be fully or partially, as the case may be, satisfied and
discharged to the extent that, at any time that any such payment
shall become due, the Company shall have fully or partially paid
the then due principal amount of any Advances or any unreimbursed
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drawings under any Letter of Credit outstanding under the
Reimbursement Agreement, or the then due interest on any thereof,
or any fees, commissions or other amounts payable under the
Reimbursement Agreement.
The maturity date of bonds of this Series shall be
extended automatically, without further written amendment or
other action by either the Company or the Trustee, to correspond
to the latest Stated Termination Date of any Letter of Credit, as
the same may be extended pursuant to the Reimbursement Agreement,
but in no event shall such maturity be extended beyond May 12,
2020.
The bonds of this series shall be redeemed in whole, by
payment of the principal amount thereof plus accrued interest
(calculated as set forth above) thereon, if any, to the date
fixed for redemption, upon receipt by the Trustee of a written
advice from the Administrative Agent, stating that a
Reimbursement Event of Default (as defined in the Reimbursement
Agreement) has occurred pursuant to the provisions of Section
6.02 of the Reimbursement Agreement, specifying the date of the
occurrence of such a Reimbursement Event of Default, stating such
occurrence of a Reimbursement Event of Default has not been
annulled and demanding payment of the principal amount hereof
plus accrued interest (calculated as set forth above) 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 occurrence of a Reimbursement
Event of Default and not later than the 45th day after receipt by
the Trustee of such advice, unless such 45th day is earlier than
the date of such declaration of a Reimbursement Event of Default.
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. 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 upon receipt by the Trustee of written notice
from the Administrative Agent confirming that such Reimbursement
Event of Default under the Reimbursement Agreement is no longer
continuing 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
Administrative Agent or impair any right consequent on such
subsequent written advice.
Bonds of this series are not otherwise redeemable prior
to their maturity.
- 6 -
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this series
(the "Indenture Supplement"), 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 (calculated as set forth above) 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 of 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 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 $1,000 and
authorized multiples thereof. Subject to the restrictions
contained in the Reimbursement Agreement, this bond is
transferable as prescribed in the Mortgage by the registered
owner hereof, and exchangeable as set forth in the next sentence,
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 aggregate principal amount,
- 7 -
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. In the event the maturity of bonds of this Series is
extended in accordance with the provisions hereof and of the
Indenture Supplement, as a result of the extension of the Stated
Termination Date of any Letter of Credit, as the same may be
extended pursuant to the Reimbursement Agreement, the holder
hereof shall be entitled to exchange this bond for a bond or
bonds stating such new maturity date. 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 BOND OF GUARANTEE SERIES I]
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
Whereas, all things necessary to make the bonds of
Guarantee Series I 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
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Whereas, the Company and Trustee deem it advisable to
enter into this Supplemental Indenture for the purposes of
describing the bonds of Guarantee Series I 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.
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
- 9 -
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.
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:
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Section 1. Bonds of Guarantee Series I shall mature on
May 12, 2002, or such later date as shall correspond to the
latest Stated Termination Date of any Letter of Credit, as the
same may be extended pursuant to the Reimbursement Agreement, but
in no event shall such maturity be extended beyond May 12, 2020,
and shall be designated as the Company's "First Mortgage Bonds
Guarantee Series I of 1995 due 2002." The bonds of Guarantee
Series I shall bear interest (which for the purposes hereof shall
also include commissions, fees and other amounts (other than
amounts payable as principal) due and owing under the
Reimbursement Agreement) at the same rates and on the same dates
as the Reimbursement Agreement provides for the accrual and
payment of interest, fees, commissions and such other amounts.
Principal or redemption price of and interest on the bonds of
Guarantee Series I 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 I may be issued,
originally or otherwise, only as registered bonds, substantially
in the form of bond hereinbefore recited, and in the
denominations of $1,000 and authorized multiples thereof.
Delivery of a bond of Guarantee Series I 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 I shall be redeemable
pursuant to the requirements of this Sixty-Sixth 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 I
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
such occurrence of a Reimbursement Event of Default under the
Reimbursement Agreement 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 occurrence of a Reimbursement Event of
Default. 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
- 11 -
notice of the redemption date to the Administrative Agent 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
Administrative Agent confirming that such Reimbursement Event of
Default under the Reimbursement Agreement is no longer
continuing. The terms "Administrative Agent" and "Reimbursement
Agreement" shall have the meanings specified in the form of bond
of Guarantee Series I provided for herein. Redemption of the
bonds of Guarantee Series I 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
Administrative Agent that such Reimbursement Event of Default
under the Reimbursement Agreement is no longer continuing 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 and no redemption of the bonds of
Guarantee Series I 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 Administrative Agent or impair any right
consequent on such subsequent written advice.
Section 2. Bonds of Guarantee Series I shall be deemed
to be paid and no longer outstanding under the Indenture to the
extent that the Company's obligations with respect to the
principal, interest, commissions, fees and other amounts payable
under or in connection with the Reimbursement Agreement which are
due from time to time under the Reimbursement Agreement are, and
any Letter of Credit issued pursuant thereto is, no longer
outstanding and the Trustee has been notified to such effect by
the Company.
Section 3. Subject to the terms of the Reimbursement
Agreement dated as of May 12, 1995 between the Company and the
Administrative Agent relating to the bonds of Guarantee Series I,
bonds of Guarantee Series I may be transferred by the registered
owners thereof, and exchanged as set forth in the next sentence,
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. In the event the maturity of bonds
of Guarantee Series I is extended in accordance with the
provisions hereof and of the Indenture Supplement, as a result of
the extension of the Stated Termination Date of any Letter of
- 12 -
Credit, as the same may be extended pursuant to the Reimbursement
Agreement, the holder hereof shall be entitled to exchange this
bond for a bond or bonds stating such new maturity date. Bonds
of Guarantee Series I shall be exchangeable for other registered
bonds of the 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. Bonds of Guarantee Series I shall be
considered and deemed to be "outstanding" for all purposes under
the Mortgage in the full principal amount thereof, until the
maturity thereof, regardless of whether any amounts have accrued
thereunder or are then due and owing thereunder.
Section 5. The Company reserves the right, without any
consent or other action by holders of the bonds of Guarantee
Series I, 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
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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.
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.
- 14 -
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
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 6. The Company reserves the right, without any
consent or other action by the holders of the bonds of Guarantee
Series I, 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 7. 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 8. 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 9. 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
- 15 -
any benefit under any provision of the Indenture or of this
Supplemental Indenture.
Section 10. 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.
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.
- 16 -
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
-------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
------------------------
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
------------------------
Xxxxx X'Xxxxx
/s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxx
- 17 -
State of Ohio )
: ss.:
County of Summit )
On the 5th day of May, 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 5th day of May, 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 5th day of May, 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]
- 18 -
State of New York )
: ss.:
County of New York)
On the 11th day of May, 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 11th day of May, 1995.
/s/ Xxxxxxxx Xxxxxx
--------------------------------
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires 2/22/96
[Seal]
State of New York )
: ss.:
County of New York)
On the 11th day of May, 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 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
authority.
/s/ Xxxxxxxx Xxxxxx
--------------------------------
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires 2/22/96
[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
- 20 -
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:
Mansfield Division
1. Ideal Electric Company Tap: Single circuit wood
pole construction extending from structure #2 on
the existing Xxxxxx line southerly, easterly,
southerly and westerly to Ideal Electric Company
Substation, a distance of 1.15 miles, all being
located in the City of Mansfield, Richland 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
- 21 -
RECORDING DATA
Recorded
------------------
County Date Filed Volume Page
------ ---------- ------ ----
Ohio
Ashland . . . . . . . . . 5-17-95 2 203
Ashtabula . . . . . . . . 5-17-95 81 3589
Belmont . . . . . . . . . 5-17-95 636 448
Xxxxxxx . . . . . . . . . 5-17-95 232 384
Champaign . . . . . . . . 5-17-95 161 192
Xxxxx . . . . . . . . . . 5-17-95 363 43
Columbiana. . . . . . . . 5-17-95 477 99
Xxxxxxxx. . . . . . . . . 5-17-95 494 417
Cuyahoga. . . . . . . . . 5-17-95 95-03701 15
Delaware. . . . . . . . . 5-17-95 776 531
Erie. . . . . . . . . . . 5-17-95 222 46
Fayette . . . . . . . . . 5-17-95 204 622
Franklin. . . . . . . . . 5-17-95 29088 I12
Geauga. . . . . . . . . . 5-17-95 1015 511
Xxxxxx. . . . . . . . . . 5-17-95 908 376
Xxxxxxxx. . . . . . . . . 5-17-95 18 12
Xxxxxx. . . . . . . . . . 5-17-95 218 650
Huron . . . . . . . . . . 5-17-95 494 759
Jefferson . . . . . . . . 5-17-95 164 156
Xxxx. . . . . . . . . . . 5-17-95 474 814
Lake. . . . . . . . . . . 5-17-95 1117 5
Lorain. . . . . . . . . . 5-17-95 241 963
Madison . . . . . . . . . 5-17-95 17 1177
Mahoning. . . . . . . . . 5-17-95 2544 211
Xxxxxx. . . . . . . . . . 5-17-95 278 352
Xxxxxx. . . . . . . . . . 5-17-95 1036 217
Monroe. . . . . . . . . . 5-17-95 13 281
Xxxxxx. . . . . . . . . . 5-17-95 312 634
Noble . . . . . . . . . . 5-17-95 18 362
Ottawa. . . . . . . . . . 5-17-95 454 402
Portage . . . . . . . . . 5-17-95 25 488
Richland. . . . . . . . . 5-17-95 364 538
Sandusky. . . . . . . . . 5-17-95 478 55
Seneca. . . . . . . . . . 5-17-95 511 1
Xxxxx . . . . . . . . . . 5-17-95 --- ---
Summit. . . . . . . . . . 5-17-95 1926 510
Trumbull. . . . . . . . . 5-17-95 932 355
Tuscarawas. . . . . . . . 5-17-95 723 402
Union . . . . . . . . . . 5-17-95 10 49
Xxxxx . . . . . . . . . . 5-17-95 892 433
Wyandot . . . . . . . . . 5-17-95 210 468
West Virginia
Hancock . . . . . . . . . 5-17-95 326 604
Xxxxxxxx. . . . . . . . . 5-17-95 545 663
- 22 -
Recorded
------------------
County Date Filed Volume Page
------ ---------- ------ ----
Xxxxxxxx. . . . . . . . . 5-17-95 545 663
Pennsylvania
Beaver. . . . . . . . . . 5-17-95 1368 333
Xxxxxxxx. . . . . . . . . 5-17-95 1207 565
Xxxxxx. . . . . . . . . . 5-17-95 189 827
FINANCING STATEMENTS
*Department of State,
Commonwealth of
Pennsylvania. . . . 5-17-95 File No. FMBLOC95
-----------------------
*Filed with Prothonotary.
- 23 -
