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EXHIBIT 4(c)
DRAFT
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OHIO EDISON COMPANY
WITH
THE BANK OF NEW YORK,
AS TRUSTEE
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SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
MORTGAGE BONDS
_____% SERIES DUE ____
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DATED AS OF ___________, _____
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SUPPLEMENTAL INDENTURE, dated as of _________, 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 THE
BANK OF NEW YORK, 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
THE BANK OF NEW YORK, as trustee (hereinafter called the "Trustee"), a certain
General Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, to
secure 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, which Indenture as hereby further supplemented is hereinafter
referred to as the "Indenture"; 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 to consist initially of, but not limited to,
$___________ in principal amount, to be designated as "Mortgage Bonds, ____%
Series due ____" (hereinafter sometimes referred to as the "bonds of the ___%
Series"), the bonds of which series are to bear interest at the rate of ________
per centum (___%) per annum, are to mature on ________, ____, and are to be
substantially in the following form:
[FORM OF BOND OF THE ___% SERIES]
OHIO EDISON COMPANY
MORTGAGE BOND, ___% SERIES DUE ____
DUE _________, ____
$_________________ 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, New York or in the City of Akron,
Ohio, on _____________, ____ 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 latest semiannual interest
payment date (_____________ or ____________) to which interest has been paid on
the bonds of this series preceding the date hereof, unless the date hereof be an
interest payment date to which interest is being paid, in which case from the
date hereof, or unless the date hereof is prior to _________, ____, in which
case from __________, ____ (or, if this bond is dated between the record date
for
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any interest payment date and such interest payment date, then from such
interest payment date), at the rate of ___________________ per centum (_____%)
per annum, payable on __________ and _________ in each year, until the Company's
obligation with respect to the payment of such principal shall have been
discharged as provided in the Indenture referred to on the reverse hereof, and
to pay interest on any overdue principal, premium, if any, and (to the extent
that payment of such interest on any overdue interest is not prohibited under
applicable law) on any defaulted interest at the rate of ________ 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, New York or in the City of Akron, Ohio.
The interest so payable on any _____________ or _____________
will be paid to the person in whose name this bond is registered at the close of
business on the record date, which shall be the __________ or ___________, as
the case may be, next preceding such interest payment date, or, if such
__________ or ____________ shall be a legal holiday or a day on which banking
institutions in the Borough of Manhattan, The City of New York, N.Y. or in the
City of Akron, Ohio are authorized by law to close, the next preceding day which
shall not be a legal holiday or a day on which such institutions are so
authorized to close.
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 The Bank of New
York, the Trustee under the Indenture 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:
OHIO EDISON COMPANY,
By
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NAME:
TITLE:
Attest:
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NAME:
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 Indenture.
THE BANK OF NEW YORK,
as Trustee,
By
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Authorized Signatory
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[FORM OF BOND OF THE ___% SERIES]
[REVERSE]
OHIO EDISON COMPANY
MORTGAGE BOND, ___% SERIES DUE ____
This bond is one of an issue of bonds of the Company, issuable
in series, and is one of a series known as its Mortgage Bonds of the series
designated in its title, all issued and to be issued under and equally secured
(except as to any money, obligations or other instruments, or earnings thereon,
deposited with the Trustee or sinking fund established in accordance with the
provisions of the Indenture hereinafter mentioned for the bonds of any
particular series) by a General Mortgage Indenture and Deed of Trust, dated as
of January 1, 1998, executed by the Company to The Bank of New York, as Trustee,
as amended and supplemented by indentures supplemental thereto, to which
Indenture as so amended and supplemented (herein referred to as the "Indenture")
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.
[Bonds of this series [are not redeemable prior to] [their
maturity] [_________, ____]. [Thereafter, the bonds of this series] are
redeemable at the option of the Company, as a whole or in part, at any time
prior to maturity, upon notice (as specified under the Indenture), to each
registered owner of a bond to be redeemed, in whole or in part, at his last
address appearing on the registry books, at the principal amount of the bonds so
to be redeemed and accrued interest to the date of redemption, together with a
premium equal to a percentage of the principal amount thereof determined as set
forth in the tabulation below:
(If redeemed during the twelve months'
period ending with the _____ day of
__________ of the year stated)
Redemption
Year Premium ]
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The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon the
occurrence of a completed default as in the Indenture provided.
No recourse shall be had for the payment of the principal of
or premium, or interest if any, on this bond, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the
Indenture, against any incorporator, stockholder, officer or director, as such,
past, present or future of the Company or of any predecessor or successor
corporation, either directly or through the Company or a predecessor or
successor corporation, whether by virtue of any Constitutional provision,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability of incorporators, 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 Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples thereof.
This bond is transferable as prescribed in the Indenture 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, New York 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 Indenture, 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
Indenture.
Bonds of this series are to be issued initially under a
book-entry only system and, except as hereinafter provided, registered in the
name of The Depository Trust Company, New York, New York ("DTC") or its nominee,
which shall be considered to be the holder of all bonds of this series for all
purposes of the Indenture, including, without limitation, payment by the Company
of principal of and premium, if any, and interest on such bonds of this series
and receipt of notices and exercise of rights of holders of such bonds of this
series. There shall be a single bond of this series which shall be immobilized
in the custody of DTC with the owners of book entry interests in bonds of this
series ("Book-Entry Interests") having no right to receive bonds of this series
in the form of physical securities or certificates. Ownership of Book-Entry
Interests shall be shown by book entry on the system maintained and operated by
DTC, its participants (the "Participants") and certain persons acting through
the Participants. Transfers of ownership of Book-Entry Interests are to be made
only by DTC and the Participants by that book-entry system, the Company and the
Trustee having no responsibility therefor so long as bonds of this series are
registered in the name of DTC or its nominee. DTC is to maintain records of the
positions of Participants in bonds of this series, and the Participants and
persons acting through Participants are to maintain records of the purchasers
and owners of Book-Entry
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Interests. If DTC or its nominee determines not to continue to act as a
depository for the bonds of this series in connection with a book-entry only
system, another depository, if available, may act instead and the single bond of
this series will be transferred into the name of such other depository or its
nominee, in which case the above provisions will continue to apply but to the
new depository. If the book-entry only system for bonds of this series is
discontinued for any reason upon surrender and cancellation of the single bond
of this series registered in the name of the then depository or its nominee, new
registered bonds of this series will be issued in authorized denominations to
the holders of Book-Entry Interests shown on the book-entry system immediately
prior to the discontinuance thereof. Neither the Trustee nor the Company shall
be responsible for the accuracy of the interests shown on that system.
[END OF FORM OF BOND OF ___% SERIES]
and
WHEREAS, the Company and Trustee deem it advisable to enter
into this Supplemental Indenture for the purposes of describing the bonds of the
___% Series and establishing the terms and provisions thereof and 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;
NOW, THEREFORE, IT IS HEREBY COVENANTED, DECLARED AND AGREED,
by and between the Company and the Trustee, that all such bonds of the ___%
Series are to be issued, authenticated and delivered, subject to this
Supplemental Indenture, and to further covenants conditions, uses and trusts in
the Indenture set forth, and the parties hereto mutually agree as follows:
SECTION 1. Bonds of the ___% Series shall mature on
____________, shall bear interest at the rate of _________ per centum (___%) per
annum, payable semiannually on _________ and __________ in each year, and shall
be designated as the Company's "Mortgage Bonds ___% Series due ____. Principal
or redemption price of and interest on the bonds of the ___% 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, New
York or in the City of Akron, Ohio.
Definitive bonds of the ___% Series may be issued, originally
or otherwise, only as registered bonds, substantially in the form of bond
hereinabove recited, and in denominations of $1,000 and authorized multiples
thereof. Delivery of a bond of the ___% Series to the Trustee for authentication
shall be conclusive evidence that the multiple thereof and its serial number has
been duly approved by the Company.
The bonds of the ___% Series shall be redeemable as provided
in the form of bond hereinabove set forth, and such provisions are incorporated
at this place as though set forth in their entirety.
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Except as provided in this Section 1, bonds of the ___% Series
shall be dated and bear interest as provided in Section 3.03 of the Indenture;
provided, however, that, notwithstanding any provision of said Section 3.03, so
long as there is no existing default in the payment of interest on said bonds,
any bond of the _____% Series authenticated by the Trustee between an Interest
Payment Date for bonds of such series and the Regular Record Date for such
interest payment date shall bear interest from such interest payment date and
the holder of any such bond shall not be entitled to payment of interest on such
interest payment date and shall have no claim against the Company with respect
thereto.
Bonds of the ______% 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, New York 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 of such series
hereinabove recited.
The person in whose name any bond of the ___% Series is
registered at the close of business on any record date for such series with
respect to any interest payment date for such series shall be entitled to
receive the interest payable on such interest payment date notwithstanding the
cancellation of such registered bond upon any transfer or exchange thereof
subsequent to the record date and prior to such interest payment date, except if
and to the extent the Company shall default in the payment of the interest due
on such interest payment date, in which case such defaulted interest shall be
paid to the person in whose name such bond (or any bond or bonds issued,
directly or after intermediate transactions, upon transfer or exchange or in
substitution thereof) is registered on a subsequent record date for such payment
established as provided in Section 3.07 of the Indenture.
SECTION 2. 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 3. 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. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Indenture.
SECTION 4. 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.
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SECTION 5. 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 THE BANK OF NEW YORK, 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
By:
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NAME:
TITLE:
[SEAL]
Attest:
------------------------
NAME:
TITLE:
Signed, Sealed and Acknowledged on behalf of
OHIO EDISON COMPANY in the presence of:
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THE BANK OF NEW YORK
By:
-----------------------
NAME
TITLE:
[SEAL]
Attest:
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NAME
TITLE:
Signed, Sealed and Acknowledged on behalf of
THE BANK OF NEW YORK in the presence of:
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STATE OF OHIO )
: ss.:
COUNTY OF SUMMIT )
On the ______ day of _____________, ____, personally appeared
before me, a Notary Public in and for the said County and State aforesaid,
___________________ and __________________, to me known and known to me to be a
____________________ and a __________________, 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
__________________ and __________________, 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
______ day of ___________, _____.
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, Notary Public
[County]
[State] [Number]
My Commission Expires
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[SEAL]
STATE OF OHIO )
: ss.:
COUNTY OF SUMMIT )
On the ___ day of __________, ____, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he resides at _________________________; that he is a
__________________ 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.
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, Notary Public
[County]
[State] [Number]
My Commission Expires
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[SEAL]
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00
XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NEW YORK )
On the ___ day of _____________, _____, personally appeared
before me, a Notary Public in and for the said County and State aforesaid,
__________________________ and ____________________________, to me known and
known to me to be a _________________ and ___________________, respectively, of
THE BANK OF NEW YORK, the corporation which executed the foregoing instrument,
and who severally acknowledged that they did sign and seal such instrument as
such _________________ and ___________________ 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
___ day of _________, ____.
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[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the ___ day of __________, ____, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at __________________________, that he is a
___________________ of THE BANK OF NEW YORK, 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.
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[SEAL]
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The Bank of New York hereby certifies that its precise name
and address as Trustee hereunder are:
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx 00000
THE BANK OF NEW YORK
By:
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NAME
TITLE:
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[SCHEDULE A
DETAILED DESCRIPTION OF ADDITIONAL PROPERTIES
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(NAME)
(TITLE)
OHIO EDISON COMPANY
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(NAME)
(TITLE)
XXX XXXX XX XXX XXXX]
X-00
