1
Exhibit 4(a)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(successor to Morgan Guaranty Trust Company
of New York,
formerly Guaranty Trust Company of New York)
As Trustee under
The Cleveland Electric Illuminating Company's
Mortgage and Deed of Trust,
Dated July 1, 1940
------------------------
SIXTY-NINTH SUPPLEMENTAL INDENTURE
DATED MAY 1, 1995
FIRST MORTGAGE BONDS, 7 5/8% SERIES DUE 2025
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
i
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Sixty-Ninth Supplemental Indenture
Dated May 1, 1995
TABLE OF CONTENTS*
PAGE
--------
PARTIES.......................................................... 1
RECITALS:
Indenture and Supplemental Indentures.......................... 1
First Mortgage Bonds outstanding............................... 2
Authorization by Indenture of issue of additional Bonds........ 2
Bonds of this Series........................................... 2
Purpose of Sixty-Ninth Supplemental Indenture.................. 2
Authorization of Sixty-Ninth Supplemental Indenture............ 3
Compliance with conditions to making of Sixty-Ninth
Supplemental Indenture...................................... 3
ARTICLE I -- CONFIRMATION OF 1940 MORTGAGE AND SUPPLEMENTAL
INDENTURES..................................................... 3
ARTICLE II -- CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF THIS SERIES............................... 4
Section 1 -- Creation and designation of Bonds and
compliance with Indenture.................................. 4
Section 2 -- Date of Bonds, maturity date, interest rate,
accrual date, payment dates, Record Date and place of
payments................................................... 4
Section 3 -- Principal amount of Bonds...................... 5
Section 4 -- Registration and denomination of Bonds......... 5
Section 5 -- Transfer and exchange of Bonds................. 5
Section 6 -- Redemption of Bonds............................ 6
Section 7 -- Redemption of Bonds pursuant to Section 4.01(a)
of the Authority Trust Indenture........................... 6
Section 8 -- Redemption of Bonds pursuant to Section 4.01(b)
of the Authority Trust Indenture........................... 7
Section 9 -- Redemption of Bonds pursuant to Section 4.01(c)
of the Authority Trust Indenture........................... 7
Section 10 -- Redemption of Bonds in an "Event of Default"
under the Authority Trust Indenture........................ 8
- ---------------
*The Table of Contents, the page headings and the recording data are not
part of the Sixty-Ninth Supplemental Indenture as executed.
3
ii
PAGE
--------
Section 11 -- Notice of redemption under Sections 7 through
10 of Article II of this Supplemental Indenture............ 8
Section 12 -- Bonds deemed to be paid in full upon surrender
of Authority Bonds for cancellation under the Authority
Trust Indenture............................................ 9
Section 13 -- Payment on the Authority Bonds deemed to be
payment of corresponding obligation on Bonds............... 9
Section 14 -- Surrender of Bonds in the event of payment in
full or partial payment thereof and issuance of new Bonds
for the unpaid balance..................................... 10
Section 15 -- Form of Fully Registered Bond of this
Series..................................................... 10
Form of Trustee's Certificate of Authentica-
tion........................................ 17
Form of Schedule of Payments.................. 18
ARTICLE III -- THE TRUSTEE....................................... 19
Section 1 -- Acceptance by Trustee.......................... 19
Section 2 -- Responsibility of Trustee...................... 19
Section 3 -- Reliance by Trustee upon certain demands,
certificates and opinions.................................. 19
Section 4 -- Records kept and indemnity given by agency of
the Company................................................ 19
Section 5 -- Certain advices to the Company................. 20
ARTICLE IV -- MISCELLANEOUS PROVISIONS........................... 20
EXECUTION........................................................ 20
COMPANY'S ACKNOWLEDGMENT......................................... S-1
TRUSTEE'S ACKNOWLEDGMENT......................................... S-2
RECORDING AND FILING DATA........................................ R-1
4
SIXTY-NINTH SUPPLEMENTAL INDENTURE, dated May 1, 1995, made by and between
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (the "Company"), and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (successor to MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, formerly GUARANTY TRUST COMPANY OF NEW YORK), a national
banking association existing under the laws of the United States of America,
with its head office at 1 Chase Manhattan Plaza, The City of New York (the
"Trustee"), as Trustee under the Mortgage and Deed of Trust dated July 1, 1940,
hereinafter mentioned:
RECITALS
In order to secure First Mortgage Bonds of the Company ("Bonds"), the
Company has heretofore executed and delivered to the Trustee the Mortgage and
Deed of Trust dated July 1, 1940 (the "1940 Mortgage") and sixty-eight
Supplemental Indentures thereto dated, respectively, July 1, 1940, August 18,
1944, December 1, 1947, September 1, 1950, June 1, 1951, May 1, 1954, March 1,
1958, April 1, 1959, December 20, 1967, January 15, 1969, November 1, 1969, June
1, 1970, November 15, 1970, May 1, 1974, April 15, 1975, April 16, 1975, May 28,
1975, February 1, 1976, November 23, 1976, July 26, 1977, September 27, 1977,
May 1, 1978, September 1, 1979, April 1, 1980, April 15, 1980, May 28, 1980,
June 9, 1980, December 1, 1980, July 28, 1981, August 1, 1981, March 1, 1982,
July 15, 1982, September 1, 1982, November 1, 1982, November 15, 1982, May 24,
1983, May 1, 1984, May 23, 1984, June 27, 1984, September 4, 1984, November 14,
1984, November 15, 1984, April 15, 1985, May 28, 1985, August 1, 1985, September
1, 1985, November 1, 1985, April 15, 1986, May 14, 1986, May 15, 1986, February
25, 1987, October 15, 1987, February 24, 1988, September 15, 1988, May 15, 1989,
June 13, 1989, October 15, 1989, January 1, 1990, June 1, 1990, August 1, 1990,
May 1, 1991, May 1, 1992, July 31, 1992, January 1, 1993, February 1, 1993, May
20, 1993, June 1, 1993 and September 15, 1994; and
The 1940 Mortgage, as supplemented and modified by said Supplemental
Indentures and by this Sixty-Ninth Supplemental Indenture, will be hereinafter
collectively referred to as the "Indenture" and this Sixty-Ninth Supplemental
Indenture will be hereinafter referred to as "this Supplemental Indenture"; and
5
2
Pursuant to the provisions of the Indenture, the Company has issued 110
series of Bonds in the aggregate principal amount of $4,958,152,000, of which 73
series in the aggregate principal amount of $2,260,372,000 are no longer
outstanding; and
The Indenture provides among other things that the Company, from time to
time, in addition to the Bonds authorized to be executed, authenticated and
delivered pursuant to other provisions therein, may execute and deliver
additional Bonds to the Trustee and the Trustee shall thereupon authenticate and
deliver such Bonds to or upon the order of the Company; and
The Company has determined to create pursuant to the provisions of the
Indenture one new series of Bonds designated as "First Mortgage Bonds, 7 5/8%
Series due 2025" (the "Bonds of this Series") with the denominations, rate of
interest, date of maturity, redemption provisions and other provisions and
agreements in respect thereof as in this Supplemental Indenture set forth; and
The Bonds of this Series are to be issued by the Company and delivered to
the Authority Trustee (hereinafter defined) to evidence and secure its
obligation to pay to the Beaver County Industrial Development Authority
(hereinafter called the "Authority") a portion of the Company's share of the
purchase price for certain air and water pollution control facilities and sewage
and solid waste disposal facilities used in connection with the operation of
Beaver Valley Power Station Unit 2, a nuclear powered generating unit located in
Shippingport, Pennsylvania (hereinafter called the "Project Facilities"), such
portion being in an amount equal to the principal amount of the Authority Bonds
(hereinafter defined) issued pursuant to the Beaver Valley Pollution Control
Facilities Agreement dated as of April 1, 1974, among the Authority, the
Company, The Toledo Edison Company, Duquesne Light Company, Ohio Edison Company
and Pennsylvania Power Company; and
That portion of the Company's share of the cost of the Project Facilities
was originally financed with proceeds from the sale by the Authority of
$53,900,000 principal amount of Beaver County Industrial Development Authority
Collateralized Pollution Control Revenue Bonds (The Cleveland Electric
Illuminating Company Beaver Valley Project) 1984 Series (hereinafter called the
"Prior Authority Bonds"). The Prior Authority Bonds are to be refunded from the
proceeds of one series of Collateralized Pollution Control Revenue Refunding
Bonds, Series 1995 (The Cleveland Electric Illuminating Company Beaver Valley
Project) (hereinafter called the "Authority Bonds") to be issued pursuant to a
Trust Indenture, dated as of May 1, 1995
6
3
(hereinafter called the "Authority Trust Indenture"), between the Authority and
Society National Bank, as trustee, (hereinafter called the "Authority Trustee"),
and the Bonds of this Series are to be assigned by the Authority to the
Authority Trustee as security for the payment of the principal of and premium,
if any, and interest on the Authority Bonds and are to be delivered by the
Company on behalf of the Authority directly to, and registered in the name of,
the Authority Trustee; and
The Company, in the exercise of the powers and authority conferred upon and
reserved to it under the provisions of the Indenture, and pursuant to
appropriate resolutions of the Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in the form hereof for the purposes herein provided; and
All conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument have been done, performed and
fulfilled and the execution and delivery hereof have been in all respects duly
authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That The Cleveland Electric Illuminating Company, in consideration of the
premises and of the mutual covenants herein contained and of the sum of One
Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents and for other valuable considerations, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the Trust under the Indenture, for the benefit of
those who shall hold the Bonds and coupons, if any, issued and to be issued
thereunder and under this Supplemental Indenture as hereinafter provided, as
follows:
ARTICLE I
CONFIRMATION OF 1940 MORTGAGE AND
SUPPLEMENTAL INDENTURES
The 1940 Mortgage (as modified in Article V of the Supplemental Indenture
dated December 1, 1947, Article V of the Supplemental Indenture dated May 1,
1954, Article V of the Supplemental Indenture dated March 1, 1958, Article V of
the Supplemental Indenture dated January 15, 1969, Article III of the
Supplemental Indenture dated November 23, 1976 and Article III of the
Supplemental Indenture dated April 15, 1985) and the Supplemental
7
4
Indentures dated July 1, 1940, August 18, 1944, December 1, 1947, September 1,
1950, June 1, 1951, May 1, 1954, March 1, 1958, April 1, 1959, December 20,
1967, January 15, 1969, November 1, 1969, June 1, 1970, November 15, 1970, May
1, 1974, April 15, 1975, April 16, 1975, May 28, 1975, February 1, 1976,
November 23, 1976, July 26, 1977, September 27, 1977, May 1, 1978, September 1,
1979, April 1, 1980, April 15, 1980, May 28, 1980, June 9, 1980, December 1,
1980, July 28, 1981, August 1, 1981, March 1, 1982, July 15, 1982, September 1,
1982, November 1, 1982, November 15, 1982, May 24, 1983, May 1, 1984, May 23,
1984, June 27, 1984, September 4, 1984, November 14, 1984, November 15, 1984,
April 15, 1985, May 28, 1985, August 1, 1985, September 1, 1985, November 1,
1985, April 15, 1986, May 14, 1986, May 15, 1986, February 25, 1987, October 15,
1987, February 24, 1988, September 15, 1988, May 15, 1989, June 13, 1989,
October 15, 1989, January 1, 1990, June 1, 1990, August 1, 1990, May 1, 1991,
May 1, 1992, July 31, 1992, January 1, 1993, February 1, 1993, May 20, 1993,
June 1, 1993 and September 15, 1994, respectively, are hereby in all respects
confirmed.
ARTICLE II
CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF THIS SERIES
SECTION 1. The Company hereby creates a new series of Bonds to be issued
under and secured by the Indenture and to be designated as "First Mortgage
Bonds, 7 5/8% Series due 2025" of the Company. The Bonds of this Series shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, all of the terms, conditions and covenants
of the Indenture.
SECTION 2. The Bonds of this Series shall be dated the date of their
authentication, shall mature May 1, 2025, and shall bear interest from the time
hereinafter provided at the rate of 7 5/8% per annum payable semiannually on the
same dates as interest is payable on the Authority Bonds (each such date herein
called an "interest payment date") until the maturity of the Bonds of this
Series, or, in the case of any Bonds of this Series duly called for redemption,
until the redemption date, or, in the case of any default by the Company in the
payment of the principal due on any Bonds of this Series, until the Company's
obligation with respect to the payment of the principal shall be discharged as
provided in the Indenture.
8
5
Except as hereinafter provided, each Bond of this Series shall bear
interest (a) from the interest payment date next preceding the date of such Bond
to which interest has been paid, or (b) if the date of such Bond is an interest
payment date to which interest has been paid, then from such date, or (c) if no
interest has been paid thereon, then from May 1, 1995. Notwithstanding the
foregoing, if the date of such Bond is after a Record Date (as hereinafter
defined) and before the next following interest payment date, then it shall bear
interest from such interest payment date; provided, however, that (i) if the
Company shall default in the payment of the interest due on such interest
payment date, then such Bond shall bear interest from the interest payment date
next preceding the date of such Bond to which interest has been paid, or (ii) if
no interest has been paid thereon, then it shall bear interest from May 1, 1995.
The interest payable on any interest payment date shall be paid to the
respective persons in whose names the Bonds of this Series shall be registered
at the close of business on the Record Date next preceding such interest payment
date, notwithstanding the cancellation of any such Bond upon any transfer or
exchange thereof subsequent to such Record Date and prior to such interest
payment date; provided, however, that, if and to the extent the Company shall
default in the payment of the interest due on such interest payment date, such
defaulted interest shall be paid to the respective persons in whose names such
outstanding Bonds of this Series are registered at the close of business on a
date (the "Subsequent Record Date") not less than ten days nor more than 15 days
next preceding the date of payment of such defaulted interest, such Subsequent
Record Date to be established by the Company by notice given by mail by or on
behalf of the Company to the registered owners of Bonds of this Series not less
than 10 days next preceding such Subsequent Record Date.
The term "Record Date" shall mean, with respect to any regular interest
payment date of any Bond of this Series, the date which would be the "Regular
Record Date", as defined in the Authority Trust Indenture, applicable to such
regular interest payment date, if it were an "Interest Payment Date", as defined
in the Authority Trust Indenture.
The Bonds of this Series shall be payable as to principal (and premium, if
any) and interest in any coin or currency of the United States of America which
at the time of payment is legal tender for the payment of public and private
debts and shall be payable (as well the interest as the principal thereof and
the premium thereon, if any) at the agency of the Company in the City of
9
6
Cleveland, State of Ohio, or, at the option of the Company, at the agency of the
Company in The City of New York. Unless the context indicates a different
meaning, any reference in this Article II to "agency of the Company" means
either the agency of the Company in the City of Cleveland, State of Ohio or the
agency of the Company in The City of New York.
SECTION 3. The principal amount of Bonds of this Series which may be
authenticated and delivered hereunder shall not exceed $53,900,000, except as
otherwise provided in the Indenture.
SECTION 4. The Bonds of this Series shall be issued as fully registered
Bonds only, without coupons, in the denominations of $100,000 and any integral
multiple thereof.
SECTION 5. In the manner and subject to the limitations provided in the
Indenture, Bonds of this Series may be transferred or may be exchanged for a
like aggregate principal amount of Bonds of this Series of other authorized
denominations, in either case without charge, except for any tax or taxes or
other governmental charges incident to such transfer or exchange, at the agency
of the Company in The City of New York.
In the event less than all of the Bonds of this Series at the time
outstanding are called for redemption, the Company shall not be required (a) to
register any transfer or make any exchange of any such Bond for a period of 15
days before the mailing of the notice of redemption of any such Bond, (b) to
register any transfer or make any exchange of any such Bond so called for
redemption in its entirety, or (c) to register any transfer or make any exchange
of any portion of any such Bond so called for redemption.
Except as otherwise provided in Section 2 of this Article II with respect
to the payment of interest, the Company, the agencies of the Company and the
Trustee may deem and treat the person in whose name a Bond of this Series is
registered as the absolute owner thereof for the purpose of receiving any
payment and for all other purposes.
SECTION 6. The Bonds of this Series shall be redeemable only to the extent
provided in this Article II, subject to the provisions contained in Article V of
the Indenture and the form of Bond of this Series.
SECTION 7. The Bonds of this Series shall be subject to redemption by the
Company prior to maturity in whole at any time or in part from time to time at a
redemption price of 100% of the principal amount to be redeemed, but in each
instance only upon receipt by the Trustee of an officers' certificate
10
7
to the effect (a) that the Authority, at the direction of the Company, or the
Company, on behalf of the Authority, has given notice to the Authority Trustee
that the Company is exercising its option to direct the redemption of all or a
part (specifying the principal amount) of the Authority Bonds as provided in
Section 4.01(a) of the Authority Trust Indenture and (b) that an equivalent
principal amount of Bonds of this Series shall be concurrently called for
redemption. Such officers' certificate shall specify the principal amount of the
Bonds of this Series to be redeemed and the accrued and unpaid interest to the
redemption date, shall have attached to it a copy of said notice to the
Authority Trustee and said direction of the Company and shall specify the
redemption date of such Bonds of this Series (which redemption date shall be not
less than forty-five (45) days from the date of the Trustee's receipt of such
certificate and shall be the same date as the redemption date of the Authority
Bonds being concurrently redeemed which is specified in said attached notice).
The redemption of the Bonds of this Series shall be made upon the notice and in
the manner provided in this Article II, subject to the provisions of the
Indenture.
SECTION 8. The Bonds of this Series shall be redeemed by the Company prior
to maturity in whole at any time or in part from time to time upon a final
determination by any federal judicial or administrative authority that interest
on the Authority Bonds is includable for federal income tax purposes in the
gross income of the holders of the Authority Bonds (other than because a holder
is a "substantial user" of the Project Facilities or a "related person" thereof
as those terms are used in Section 147(a) of the Internal Revenue Code of 1986,
as amended) at a redemption price of 100% of the principal amount to be redeemed
plus accrued and unpaid interest to the redemption date, but in each instance
only upon receipt by the Trustee of an officers' certificate to the effect (a)
that the Authority, at the direction of the Company, or the Company, on behalf
of the Authority, has given notice to the Authority Trustee that it is required
to redeem all or a part (specifying the principal amount) of the Authority Bonds
as provided in Section 4.01(b) of the Authority Trust Indenture and (b) that an
equivalent principal amount of Bonds of this Series shall be concurrently called
for redemption. Such officers' certificate shall specify the principal amount of
the Bonds of this Series to be redeemed and the redemption price thereof and
accrued and unpaid interest to the redemption date, shall have attached to it a
copy of said notice to the Authority Trustee and said direction of the Company
and shall specify the redemption date of such Bonds of this Series (which
redemption date shall be not less than forty-five (45) days from the date of the
Trustee's receipt of such
11
8
certificate and shall be the same date as the redemption date of the Authority
Bonds being concurrently redeemed which is specified in said attached notice).
The redemption of the Bonds of this Series shall be made upon the notice and in
the manner provided in this Article II, subject to the provisions of the
Indenture.
SECTION 9. The Bonds of this Series shall be subject to redemption by the
Company prior to maturity in whole at any time or in part from time to time, but
in no instance before May 1, 2005, at the same redemption price plus accrued and
unpaid interest, if any, as shall be payable on the Authority Bonds to be
redeemed concurrently therewith, to the redemption date as follows:
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE OF THE
REDEMPTION PERIODS PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
- --------------------------------------------- --------------------
May 1, 2005 through April 30, 2006........... 102%
May 1, 2006 through April 30, 2007........... 101
May 1, 2007 and thereafter................... 100
but in each instance only upon receipt by the Trustee of an officers'
certificate to the effect (a) that the Authority, at the direction of the
Company, or the Company, on behalf of the Authority, has given notice to the
Authority Trustee that the Company is exercising its option to direct the
redemption of all or part (specifying the principal amount) of the Authority
Bonds as provided in Section 4.01(c) of the Authority Trust Indenture and (b)
that an equivalent principal amount of Bonds of this Series shall be
concurrently called for redemption. Such officers' certificate shall specify the
principal amount of the Bonds of this Series to be redeemed and the redemption
price thereof and accrued and unpaid interest to the redemption date, shall have
attached to it a copy of said notice to the Authority Trustee and said direction
of the Company and shall specify the redemption date of such Bonds of this
Series (which redemption date shall be not less than forty-five (45) days from
the date of the Trustee's receipt of such certificate and shall be the same date
as the redemption date of the Authority Bonds being concurrently redeemed which
is specified in said attached notice). The redemption of the Bonds of this
Series shall be made upon the notice and in the manner provided in this Article
II, subject to the provisions of the Indenture.
SECTION 10. The Bonds of this Series shall be redeemed by the Company in
whole at any time prior to maturity at a redemption price of 100% of the
12
9
principal amount to be redeemed, plus accrued and unpaid interest to the
redemption date, but only if the Trustee shall receive a written demand from the
Authority Trustee for redemption of all Bonds of this Series held by the
Authority Trustee stating that an "Event of Default" under the Authority Trust
Indenture has occurred and is continuing and that payment of the principal of
the Authority Bonds has been accelerated; provided, however, that the Bonds of
this Series shall not be redeemed in the event that prior to the date of mailing
of notice of such redemption as provided in Section 11 of this Article II (a)
the Trustee shall have received a certificate of the Authority Trustee (i)
stating that there has been a waiver of such acceleration or (ii) withdrawing
said written demand or (b) if an event of default under Section 1 of Article IX
of the Indenture shall have occurred and be continuing, there has been a
declaration of acceleration of the principal of the Bonds of this Series. The
redemption of the Bonds of this Series shall be made on a date selected by the
Company not more than forty-five (45) days after receipt of the written demand
and shall be made upon the notice and in the manner provided in this Article II,
subject to the provisions of the Indenture.
SECTION 11. Subject to the provisions of the Indenture, written notice of
redemption of Bonds of this Series pursuant to any of Sections 7 through 10,
inclusive, of this Article II shall be given by the Trustee by mailing to the
registered owner or owners of such Bonds to be redeemed a notice of such
redemption, first class postage prepaid, at its last address as it shall appear
upon the books of the Company for the registration and transfer of such Bonds.
Any notice of redemption pursuant to said Section 7, 8 or 9 shall be mailed at
least 30 days and not more than 60 days before the redemption date and any
notice of redemption pursuant to said Section 10 shall be mailed not more than
45 days before the redemption date; provided, however, that the registered owner
or owners of all Bonds of this Series may consent in writing to a shorter notice
period, and such consent, if filed with the Trustee, shall be binding upon the
Company and such registered owner or owners and their transferees. In the event
of a partial redemption, the Trustee shall select the Bonds of this Series to be
redeemed in such manner as the Trustee shall deem appropriate and fair.
SECTION 12. In the event any Authority Bonds shall be purchased by the
Company and surrendered by the Company to the Authority Trustee for cancellation
or shall be otherwise surrendered to the Authority Trustee or other person for
cancellation pursuant to the Authority Trust Indenture (except upon exchange for
other Authority Bonds), Bonds of this Series equal in principal amount to the
Authority Bonds so surrendered shall be deemed to have been
13
10
paid, but only when and to the extent that (a) such payment of such principal
amount of such Bonds of this Series shall be noted by an agency of the Company
on the Schedule of Payments on such Bonds of this Series and (if such agency is
not the Trustee) written notice by such agency of such notation shall have been
received by the Trustee or (b) such principal amount of such Bonds of this
Series shall have been surrendered to and cancelled by the Trustee as provided
in Section 14 of this Article II.
SECTION 13. In the event and to the extent the principal of (or premium, if
any) or interest on any Authority Bonds shall be paid out of funds held by the
Authority Trustee or out of any other funds or shall otherwise be deemed to be
paid, an equal amount of principal (or premium, if any) or interest, as the case
may be, payable with respect to an aggregate principal amount of Bonds of this
Series equal to the aggregate principal amount of such Authority Bonds shall be
deemed to have been paid, but, in the case of such payment of principal of such
Bonds of this Series, only when and to the extent that (a) such payment of the
principal amount thereof shall be noted by an agency of the Company on the
Schedule of Payments on such Bonds of this Series and (if such agency is not the
Trustee) written notice by such agency of such notation shall have been received
by the Trustee or (b) such principal amount of Bonds of this Series shall have
been surrendered to and cancelled by the Trustee as provided in Section 14 of
this Article II. If the Authority Bonds are issued in an aggregate principal
amount of less than $53,900,000, an aggregate principal amount of the Bonds of
this Series equal to the difference between $53,900,000 and the aggregate
principal amount of the Authority Bonds issued (and all related premium and
interest, if any) shall be deemed to have been paid.
SECTION 14. When payment of any principal amount of a Bond of this Series
is made as provided in Section 12 or 13 of this Article II, the registered owner
thereof shall surrender such Bond to an agency of the Company for notation and
notification or to the Trustee for cancellation as provided in such Section. All
Bonds of this Series deemed to have been paid in full as provided in Section 12
or 13 of this Article II shall be surrendered to the Trustee for cancellation
and the Trustee shall forthwith cancel the same. In the event that part of a
Bond of this Series shall be deemed to have been paid as provided in said
Section 12 or 13, the registered owner shall surrender such Bond to the Trustee
for cancellation, in which event the Trustee shall cancel such Bond and the
Company shall execute and the Trustee shall authenticate and deliver, without
charge to the registered owner, Bonds of this Series in such authorized
14
11
denominations as shall be specified by the registered owner in an aggregate
principal amount equal to the unpaid balance of the principal amount of such
surrendered Bond.
SECTION 15. The form of the fully registered Bonds of this Series and of
the Trustee's certificate of authentication thereon shall be substantially as
follows:
[FORM OF FULLY REGISTERED BOND OF THIS SERIES]
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Incorporated under the laws of the State of Ohio
FIRST MORTGAGE BOND, 7 5/8% SERIES DUE 2025
Due May 1, 2025
No. $
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called the "Company",
which term shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns,
the sum of Dollars or the
aggregate unpaid principal amount hereof (as shown on the Schedule of Payments
hereon), whichever is less, on May 1, 2025, in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts, and to pay interest on the unpaid principal
amount hereof in like coin or currency from the time hereinafter provided at
such rate per annum on each interest payment date (hereinafter defined) as shall
cause the amount of interest payable on such interest payment date on the Bonds
of this Series (hereinafter defined) to equal the amount of interest payable on
such interest payment date on the Authority Bonds (hereinafter defined) and
payable semiannually on the same dates as interest is payable on said Authority
Bonds (each such date herein called an "interest payment date") until the
maturity of this Bond, or, if this Bond shall be duly called for redemption,
until the redemption date, or, if the Company shall default in the payment of
the principal amount of this Bond, until the Company's obligation with respect
to the payment of such principal shall be discharged as provided in said
Indenture. Except as hereinafter provided, this Bond shall bear interest (a)
from the interest payment date next preceding the date of this Bond to which
interest has been paid, or (b) if the date of this
15
12
Bond is an interest payment date to which interest has been paid, then from such
date, or (c) if no interest has been paid on this Bond, then from May 1, 1995.
Notwithstanding the foregoing, if the date of this Bond is after the Record Date
(as defined in Section 2 of Article II of the Supplemental Indenture hereinafter
defined) which next precedes an interest payment date and before such interest
payment date, then it shall bear interest from such interest payment date;
provided, however, that (i) if the Company shall default in the payment of the
interest due on such interest payment date, then this Bond shall bear interest
from the interest payment date next preceding the date of this Bond to which
interest has been paid, or (ii) if no interest has been paid on this Bond, then
it shall bear interest from May 1, 1995. Subject to certain exceptions provided
in said Indenture, the interest payable on any interest payment date shall be
paid to the person in whose name this Bond shall be registered at the close of
business on the Record Date or, in the case of defaulted interest, on a day
preceding the date of payment thereof established by notice to the registered
owner of this Bond in the manner provided in said Supplemental Indenture.
Principal of (and premium, if any) and interest on this Bond are payable at the
agency of the Company in The City of New York, or, at the option of the
registered owner, at the agency of the Company in the City of Cleveland, State
of Ohio.
This Bond is one of the duly authorized First Mortgage Bonds of the Company
(herein called the "Bonds"), all issued and to be issued under and equally
secured by a Mortgage and Deed of Trust dated July 1, 1940, executed by the
Company to Guaranty Trust Company of New York as Trustee, under which The Chase
Manhattan Bank (National Association) is successor trustee (herein called the
"Trustee"), and all indentures supplemental thereto (said Mortgage as so
supplemented herein called the "Indenture") to which reference is hereby made
for a description of the properties mortgaged and pledged, the nature and extent
of the security, the rights of the registered owner or owners of the Bonds and
of the Trustee in respect thereof and the terms and conditions upon which the
Bonds are, and are to be, secured. The Bonds may be issued in series, for
various principal sums, may mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided. This Bond
is one of a series designated as the First Mortgage Bonds, 7 5/8% Series due
2025 (herein called the "Bonds of this Series") limited, except as otherwise
provided in the Indenture, in aggregate principal amount to $53,900,000, issued
under and secured by the Indenture and described in the Supplemental Indenture
dated May 1, 1995, between the Company and the Trustee (herein called the
"Supplemental Indenture").
16
13
The Bonds of this Series have been issued by the Company and delivered to
the Authority Trustee (hereinafter defined) to evidence and secure its
obligation to pay to the Beaver County Industrial Development Authority
(hereinafter called the "Authority") a portion of the Company's share of the
purchase price for certain air and water pollution control facilities and sewage
and solid waste disposal facilities used in connection with the operation of
Beaver Valley Power Station Unit 2, a nuclear powered generating unit located in
Shippingport, Pennsylvania (hereinafter called the "Project Facilities"), such
portion being in an amount equal to the principal of the Authority Bonds
(hereinafter defined) issued pursuant to the Beaver Valley Pollution Control
Facilities Agreement dated as of April 1, 1974, among the Authority, the
Company, The Toledo Edison Company, Duquesne Light Company, Ohio Edison Company
and Pennsylvania Power Company. That portion of the Company's share of the cost
of the Project Facilities was originally financed with proceeds from the sale by
the Authority of certain bonds, which were refunded from the proceeds of one
series of Collateralized Pollution Control Revenue Refunding Bonds, Series 1995
(The Cleveland Electric Illuminating Company Beaver Valley Project) (hereinafter
called the "Authority Bonds") issued pursuant to a Trust Indenture, dated as of
May 1, 1995 (hereinafter called the "Authority Trust Indenture"), between the
Authority and Society National Bank, as trustee, (hereinafter called the
"Authority Trustee"). The Bonds of this Series have been assigned by the
Authority to the Authority Trustee as security for the payment of the principal
of and premium, if any, and interest on the Authority Bonds and have been
delivered by the Company on behalf of the Authority directly to, and registered
in the name of, the Authority Trustee.
In the event any Authority Bonds shall be surrendered to the Authority
Trustee or other person for cancellation pursuant to the Authority Trust
Indenture (except upon exchange for other Authority Bonds), Bonds of this Series
equal in principal amount to such Authority Bonds shall be deemed to have been
paid, but only when and to the extent (a) so noted on the Schedule of Payments
hereon by one of the agencies of the Company hereinabove specified and (if such
agency is not the Trustee) written notice by such agency of such notation has
been received by the Trustee or (b) such Bond is surrendered to and cancelled by
the Trustee as provided in the next paragraph; and in the event and to the
extent the principal of (or premium, if any) or interest on any Authority Bonds
shall be paid or deemed to be paid, an equal amount of principal (or premium, if
any) or interest, as the case may be, payable with respect to an aggregate
principal amount of Bonds of this Series
17
14
equal to the aggregate principal amount of such Authority Bonds shall be deemed
to have been paid, but, in the case of such payment of principal, only when and
to the extent (i) so noted on the Schedule of Payments hereon by one of the
agencies of the Company hereinabove specified and (if such agency is not the
Trustee) written notice by such agency of such notation has been received by the
Trustee or (ii) such Bond is surrendered to and cancelled by the Trustee as
provided in the next paragraph. When any such payment of principal of this Bond
is made, such Bond shall be surrendered by the registered owner hereof to an
agency of the Company for such notation or to the Trustee for cancellation. If
the Authority Bonds are issued in an aggregate principal amount of less than
$53,900,000, an aggregate principal amount of the Bonds of this Series equal to
the difference between $53,900,000 and the aggregate principal amount of the
Authority Bonds issued (and all related premium and interest, if any) shall be
deemed to have been paid.
In the event that this Bond shall be deemed to have been paid in full, this
Bond shall be surrendered to the Trustee for cancellation. In the event that
this Bond shall be deemed to have been paid in part, this Bond may, at the
option of the registered holder, be surrendered to the Trustee for cancellation,
in which event the Trustee shall cancel this Bond and the Company shall execute
and the Trustee shall authenticate and deliver Bonds of this Series in
authorized denominations in aggregate principal amount equal to the unpaid
balance of the principal amount of this Bond.
The Bonds of this Series are subject to redemption by the Company prior to
maturity in whole at any time or in part from time to time as provided in
Section 7 of Article II of the Supplemental Indenture at a redemption price of
100% of the principal amount to be redeemed, plus accrued and unpaid interest to
the redemption date.
The Bonds of this Series shall be redeemed by the Company prior to maturity
in whole at any time or in part from time to time as provided in Section 8 of
Article II of the Supplemental Indenture at a redemption price of 100% of the
principal amount to be redeemed, plus accrued and unpaid interest to the
redemption date, at the earliest practicable date selected by the Authority
Trustee after consultation with the Company, but in no event later than 180 days
following the Authority Trustee's notification of the Determination of
Taxability (as defined in the Authority Trust Indenture).
The Bonds of this Series are subject to redemption by the Company prior to
maturity in whole at any time or in part from time to time, but in no instance
18
15
before May 1, 2005, as provided in Section 9 of Article II of the Supplemental
Indenture at a redemption price, plus accrued and unpaid interest, if any, to
the redemption date as follows:
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE OF THE
REDEMPTION PERIODS PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
- --------------------------------------------- --------------------
May 1, 2005 through April 30, 2006........... 102%
May 1, 2006 through April 30, 2007........... 101
May 1, 2007 and thereafter................... 100
The Bonds of this Series shall be redeemed by the Company prior to maturity
in whole at any time as provided in Section 10 of Article II of the Supplemental
Indenture at a redemption price of 100% of the principal amount to be redeemed,
plus accrued and unpaid interest to the redemption date.
Any redemption of the Bonds of this Series shall be made after written
notice to the registered owner or owners of such Bonds, sent by the Trustee by
first class mail, postage prepaid, at least 30 days and not more than 60 days
before the redemption date (except in the event of redemption described in the
next preceding paragraph in which case such notice shall be mailed not more than
45 days before the redemption date), unless a shorter notice period is consented
to in writing by the registered owner or owners of all Bonds of this Series and
such consent is filed with the Trustee, and such redemption and notice shall be
made in the manner provided in Article II of the Supplemental Indenture, subject
to the provisions of the Indenture. In the event of a partial redemption, the
Trustee shall select the Bonds of this Series to be redeemed in such manner as
the Trustee shall deem appropriate and fair.
In the Forty-Third Supplemental Indenture dated April 15, 1985 between the
Company and the Trustee, the Company has modified, in certain respects, the
redemption provisions in the Indenture effective only with respect to the Bonds
of all series established or created in said Forty-Third Supplemental Indenture
and all supplemental indentures dated after May 28, 1985.
To the extent permitted by and as provided in the Indenture, modifications
or alterations of the Indenture, or of any indenture supplemental thereto, and
of the rights and obligations of the Company and of the holders of the Bonds and
coupons may be made with the consent of the Company by an affirmative vote of
not less than 80% in principal amount of the Bonds entitled to vote then
outstanding at a meeting of Bondholders called and held as
19
16
provided in the Indenture and, in case one or more but less than all of the
series of Bonds then outstanding under the Indenture are so affected, by an
affirmative vote of not less than 80% in principal amount of the Bonds of any
series entitled to vote then outstanding and affected by such modification or
alteration; provided, however, that no such modification or alteration shall be
made which will affect the terms of payment of the principal of (or premium, if
any) or interest on this Bond. In the Nineteenth Supplemental Indenture dated
November 23, 1976 between the Company and the Trustee, the Company has modified
the Indenture effective from and after the time when none of the Bonds of any
series established prior to the execution of the Nineteenth Supplemental
Indenture shall remain outstanding so as to change "80%" in the foregoing
sentence to "60%" and to make certain other modifications of the Indenture and
has reserved the right to make certain other modifications of the Indenture
without any vote, consent or other action by the holders of Bonds of any series
established in the Nineteenth Supplemental Indenture or in any subsequent
supplemental indenture.
If an event of default, as defined in the Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Indenture may
be declared or may become due and payable upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that such
declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding.
Subject to the limitations provided in the Indenture, this Bond is
transferable by the registered owner hereof, in person or by duly authorized
attorney, on the books of the Company to be kept for that purpose at the agency
of the Company in The City of New York upon surrender and cancellation of this
Bond, and upon presentation of a duly executed written instrument of transfer,
and thereupon a new fully registered Bond or Bonds of this Series, of the same
aggregate principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange herefor; and this Bond, with or without
other Bonds of this Series, may in like manner be exchanged for one or more new
fully registered Bonds of this Series of other authorized denominations but of
the same aggregate principal amount; all without charge except for any tax or
taxes or other governmental charges incidental to such transfer or exchange and
all subject to the terms and conditions set forth in the Indenture. In the event
less than all of the Bonds of this Series at the time outstanding are called for
redemption, the Company shall not be required (a) to register any transfer or
make any exchange of any such Bond for a period of 15 days before
20
17
the mailing of the notice of redemption of any such Bond, (b) to register any
transfer or make any exchange of any such Bond so called for redemption in its
entirety, or (c) to register any transfer or make any exchange of any portion of
any such Bond so called for redemption. Except as otherwise provided herein with
respect to the payment of interest, the Company, the agencies of the Company and
the Trustee may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof for the purpose of receiving any payment and for
all other purposes.
No recourse shall be had for the payment of the principal of or the
interest or premium, if any, on this Bond, or for any claim based hereon or on
the Indenture or any indenture supplemental thereto, against any incorporator,
or against any stockholder, director or officer, past, present or future, of the
Company, or of any predecessor or successor corporation, as such, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution or statute or
otherwise, of incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Bond and as part of the
consideration for the issue hereof and being likewise released by the terms of
the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose,
until the Trustee under the Indenture, or a successor trustee thereto under the
Indenture, shall have signed the form of certificate of authentication endorsed
hereon.
21
18
IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has caused
this Bond to be signed in its name by its President or a Vice President (whose
signature may be manual or a facsimile thereof) and its corporate seal (or a
facsimile thereof) to be hereto affixed and attested by its Secretary or an
Assistant Secretary (whose signature may be manual or a facsimile thereof).
Dated:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By ......................................................
VICE PRESIDENT
Attest:
................................
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated and described in the
within-mentioned Indenture and Supplemental Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
TRUSTEE
By .............................................
AUTHORIZED OFFICER
22
19
[FORM OF SCHEDULE OF PAYMENTS]
SCHEDULE OF PAYMENTS
AGENCY
OF THE
UNPAID COMPANY
PRINCIPAL PRINCIPAL PREMIUM INTEREST MAKING AUTHORIZED
DATE PAYMENT AMOUNT PAYMENT PAYMENT NOTATION OFFICER TITLE
- --------- ------- ------- ------- ------- ------- ------- -------
[END OF FORM OF FULLY REGISTERED BOND]
23
20
ARTICLE III
THE TRUSTEE
SECTION 1. The Trustee hereby accepts the trusts hereby declared and
provided upon the terms and conditions in the Indenture set forth and upon the
terms and conditions set forth in this Article III.
SECTION 2. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article XIII of the
Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate.
SECTION 3. For purposes of this Supplemental Indenture, (a) the Trustee may
conclusively rely and shall be protected in acting upon the written demand from,
or certificate of, the Authority Trustee or any officers' certificate or opinion
of counsel as to the truth of the statements and the correctness of the opinions
expressed therein, without independent investigation or verification thereof,
subject to Article XIII of the Indenture and (b) a written demand from, or
certificate of, the Authority Trustee shall mean a written demand or certificate
executed by the president, any vice president or any trust officer of the
Authority Trustee.
SECTION 4. The Company shall cause any agency of the Company, other than
the Trustee, which it may appoint from time to time to act as such agency in
respect of the Bonds of this Series, to execute and deliver to the Trustee an
instrument in which such agency shall:
(a) Agree to keep and maintain, and furnish to the Trustee from time
to time as reasonably requested by the Trustee, appropriate records of all
transactions carried out by it as such agency and to furnish the Trustee
such other information and reports as the Trustee may reasonably require;
(b) Certify that it is eligible for appointment as such agency and
agree to notify the Trustee promptly if it shall cease to be so eligible;
and
(c) Agree to indemnify the Trustee, in a manner satisfactory to the
Trustee, against any loss, liability or expense incurred by, and defend any
24
21
claim asserted against, the Trustee by reason of any acts or failures to
act as such agency, except for any liability resulting from any action
taken by it at the specific direction of the Trustee;
provided, however, that the Company, in lieu of causing any such agency to
furnish such an instrument, may make such other arrangements with the Trustee in
respect of any such agency as shall be satisfactory to the Trustee.
SECTION 5. The Trustee shall advise the Company in writing of the receipt
of any notification provided for in or any cancellation made pursuant to Section
12, 13 or 14 of Article II of this Supplemental Indenture.
ARTICLE IV
MISCELLANEOUS PROVISIONS
This Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same instrument.
EXECUTION
IN WITNESS WHEREOF, said The Cleveland Electric Illuminating Company has
caused this Supplemental Indenture to be executed on its behalf by its President
or one of its Vice Presidents and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture to be attested by its Secretary or an
Assistant Secretary, and said The Chase Manhattan Bank (National Association),
in evidence of its acceptance of the trust hereby created, has caused this
Supplemental Indenture to be executed on its behalf by one of its Vice
Presidents or one of its Trust Officers and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by one of
its Assistant Secretaries or Corporate Trust Officers, all as of the day and
year first above written.
25
S-1
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY,
By TERRENCE G. LINNERT
Vice President
Attest:
J. T. PERCIO
Secretary
Signed, sealed and acknowledged by
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
in the presence of
PATRICIA BARKEY
- -----------------------------------
Patricia A. Barkey
SONDRA CLARKE
- -----------------------------------
Sondra Clarke
As witnesses
[SEAL] THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
AS TRUSTEE
By VALERIE DUNBAR
Second Vice President
Attest:
BROOKS VON ARX, JR.
Corporate Trust Officer
Signed, sealed and acknowledged on
behalf of The Chase Manhattan Bank
(National Association)
in the presence of
R. J. HALLERAN
- -----------------------------------
Ronald J. Halleran
L. M. FITZPATRICK
- -----------------------------------
L. M. Fitzpatrick
As witnesses
[SEAL]
26
S-2
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this 5th day of May, 1995, before me personally appeared TERRENCE G.
LINNERT and J. T. PERCIO to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and the Secretary, respectively,
of The Cleveland Electric Illuminating Company, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said corporation.
AMY B. MCCABE [SEAL]
Notary Public
Amy B. McCabe
Notary Public, State of Ohio
Recorded in Cuyahoga County
My Commission expires October 23, 1999
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
On this 8th day of May, 1995, before me personally appeared VALERIE DUNBAR
and BROOKS VON ARX, JR. to me personally known, who being by me severally duly
sworn, did say that they are a Second Vice President and a Corporate Trust
Officer, respectively, of The Chase Manhattan Bank (National Association), that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said officers severally
acknowledged said instrument to be the free act and deed of said corporation.
MARGARET M. PRICE [SEAL]
Notary Public
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Commission Expires April 22, 1997
This instrument prepared by Bruce T. Rosenbaum, attorney at law.
27
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
COUNTY VOLUME PAGE FILED FOR RECORD
- ------------------------------- --------------- -------------------------
Ohio
Ashtabula 81 3025 May 12, 1995
Cuyahoga 95-03573 41 May 12, 1995
Erie 221 206 May 11, 1995
Geauga 1014 1214 May 12, 1995
Lake 1115 717 May 12, 1995
Lorain 1081 20 May 12, 1995
Ottawa 454 38 May 11, 1995
Portage 24 529 May 12, 1995
Stark Instrument No. 95020112 May 12, 1995
Summit 1923 955 May 12, 1995
Trumbull 931 510 May 12, 1995
Pennsylvania
Warren 1367 612 May 12, 1995
Beaver 605 61 May 12, 1995
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on May 12, 1995 under original or amendment file
number 13451763, microfilm number 24280159, to comply with the filing
requirements of the Pennsylvania enactment of the Uniform Commercial Code.