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Exhibit 4(b)
[CONFORMED]
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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
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SEVENTIETH SUPPLEMENTAL INDENTURE
DATED MAY 2, 1995
FIRST MORTGAGE BONDS, 9 1/2% SERIES DUE 2005-B
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THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
SEVENTIETH SUPPLEMENTAL INDENTURE
DATED MAY 2, 1995
TABLE OF CONTENTS*
PAGE
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PARTIES.......................................................... 1
RECITALS:
Indenture and Supplemental Indentures.......................... 1
First Mortgage Bonds outstanding............................... 1
Authorization by Indenture of issue of additional Bonds........ 2
Bonds of this Series........................................... 2
Authorization of Seventieth Supplemental Indenture............. 2
Compliance with conditions to making of Seventieth
Supplemental Indenture...................................... 2
ARTICLE I -- CONFIRMATION OF 1940 MORTGAGE AND SUPPLEMENTAL
INDENTURES..................................................... 2
ARTICLE II -- CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF THIS SERIES............................... 3
Section 1 -- Creation and designation of Bonds and
compliance with Indenture.................................. 3
Section 2 -- Registered Bonds and denominations............. 3
Section 3 -- Date of Bonds, maturity date, interest rate,
accrual date, payment dates, place of payments, Subsequent
Record Date and Record Date................................ 3
Section 4 -- Transfer and exchange of Bonds................. 4
Section 5 -- Redemption of Bonds............................ 5
Section 6 -- Notice of redemption........................... 5
Section 7 -- Surrender of Bonds purchased or otherwise
acquired................................................... 5
Section 8 -- Principal amount of Bonds which may be
authenticated and delivered................................ 5
Section 9 -- Form of Fully Registered Bonds................. 5
Form of Trustee's Certificate of Authentica-
tion........................................ 5
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*The Table of Contents, the page headings and the recording data are not
part of the Seventieth Supplemental Indenture as executed.
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PAGE
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ARTICLE III -- THE TRUSTEE....................................... 11
Section 1 -- Acceptance by Trustee.......................... 11
Section 2 -- Responsibility of Trustee...................... 11
ARTICLE IV -- MISCELLANEOUS PROVISIONS........................... 11
EXECUTION........................................................ 11
COMPANY'S ACKNOWLEDGMENT......................................... S-1
TRUSTEE'S ACKNOWLEDGMENT......................................... S-2
RECORDING AND FILING DATA........................................ R-1
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SEVENTIETH SUPPLEMENTAL INDENTURE, dated May 2, 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-nine
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, as of 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, September 15, 1994 and May 1, 1995; and
The 1940 Mortgage, as supplemented and modified by said Supplemental
Indentures and by this Seventieth Supplemental Indenture, will be hereinafter
collectively referred to as the "Indenture" and this Seventieth Supplemental
Indenture will be hereinafter referred to as "this Supplemental Indenture"; and
Pursuant to the provisions of the Indenture, the Company has issued 111
series of Bonds in the aggregate principal amount of $5,012,052,000, of which
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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, 9 1/2%
Series due 2005-B" (the "Bonds of this Series") with the denominations, rate of
interest, date of maturity and other provisions and agreements in respect
thereof as in this Supplemental Indenture set forth; 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 its 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:
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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 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, as of 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,
September 15, 1994 and May 1, 1995, 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, 9 1/2% Series due 2005-B" of the Company and hereinabove and hereinafter
called the "Bonds of this Series". 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.
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SECTION 2. The Bonds of this Series shall be issued as fully registered
Bonds only, without coupons, in the denominations of $1,000 or any multiple
thereof.
SECTION 3. The Bonds of this Series shall be dated the date of
authentication, shall mature May 15, 2005, and shall bear interest from the time
hereinafter provided at the rate of 9 1/2% per annum payable on May 15 and
November 15 in each year starting on November 15, 1995 (each such date
hereinafter called an "interest payment date") on and until maturity, or, in the
case of any such Bonds duly called for redemption, on and until the redemption
date, or, in the case of any default by the Company in the payment of the
principal due on any such Bonds, until the Company's obligation with respect to
the payment of the principal shall be discharged as provided in the Indenture.
The Bonds of this Series shall be payable as to principal (and premium, if
any) and interest at the agency of the Company in the Borough of Manhattan, The
City of New York, 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.
Except as hereinafter provided, each Bond of this Series shall bear
interest from the most recent date to which interest has been paid or, if no
interest has been paid, then from the date of initial authentication of such
Bond, until the principal of such Bond is paid. Interest on the Bonds of this
Series shall be computed on the basis of twelve 30-day months and a 360-day
year.
The interest payable on any interest payment date shall be paid to the
respective persons in whose name the Bonds of this Series shall be registered at
the close of business on the Record Date (hereinafter defined) with respect to
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 30 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
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registered owners of Bonds of this Series not less than ten days next preceding
such Subsequent Record Date.
The term "Record Date" shall mean, with respect to any interest payment
date of any Bond of this Series, the close of business on the last day (whether
or not a business day at the place of payment) of the calendar month next
preceding such interest payment date.
SECTION 4. 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 such 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 Borough of Manhattan, 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 Bonds, (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 which has been called for redemption.
Except as otherwise provided in Section 3 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 5. The Bonds of this Series shall be redeemable as provided in the
form of Bond of this Series set forth in this Supplemental Indenture, subject to
the provisions contained in Article V of the Indenture and in said form of Bond
of this Series.
SECTION 6. Subject to the applicable provisions of the Indenture, written
notice of redemption of Bonds of this Series pursuant to this Supplemental
Indenture shall be given by the Trustee by mailing to each registered owner 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 shall
be mailed at least 30 days, but no more than 60 days, prior to the redemption
date. In the event of partial redemption of Bonds of this Series, the Trustee
shall
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select the Bonds of this Series to be redeemed, subject to the provisions of
this Supplemental Indenture, in such manner as the Trustee shall deem
appropriate and fair.
SECTION 7. Any Bonds of this Series at any time purchased or otherwise
acquired by the Company shall be surrendered to the Trustee for cancellation and
the Trustee shall forthwith cancel the same.
SECTION 8. The aggregate principal amount of Bonds of this Series which may
be authenticated and delivered hereunder shall not exceed $300,000,000, except
as otherwise provided in the Indenture.
SECTION 9. The form of the fully registered Bonds of this Series and of the
Trustee's certificate of authentication thereon shall be substantially as
follows:
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[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, 9 1/2% SERIES DUE 2005-B
Due May 15, 2005
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, whichever is less, on May 15, 2005 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 the rate per annum specified in the title hereof,
payable on May 15 and November 15 in each year starting on November 15, 1995
(each such date herein called an "interest payment date"), and on and until the
date of maturity of this Bond, or, if this Bond shall be duly called for
redemption, on and 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 the Indenture. Interest on this Bond shall be computed on the basis
of twelve 30-day months and a 360-day year. Except as hereinafter provided, this
Bond shall bear interest from the most recent date to which interest has been
paid or, if no interest has been paid, then from the date of initial
authentication of this Bond, until the principal of this Bond has been paid.
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 (hereinafter
defined) or, in the case of defaulted interest, in the manner and to the person
as provided in the Supplemental Indenture (hereinafter defined). Principal of
(and premium, if any) and interest on this Bond are payable at the agency of the
Company in the Borough of Manhattan, The City of New York.
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The provisions of this Bond are continued on the reverse side hereof and
such continued provisions shall have the same effect as though fully set forth
in this place.
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.
IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has caused
this Bond to be signed in its name by its President (whose signature may be
manual or a facsimile thereof) or a Vice President and its corporate seal (or a
facsimile thereof) to be hereto affixed and attested by its Secretary (whose
signature may be manual or a facsimile thereof) or an Assistant Secretary.
Dated:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By ......................................................
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
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[REVERSE SIDE OF BOND OF THIS SERIES]
This Bond is one of the duly authorized 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, 9 1/2% Series due 2005-B (herein called
the "Bonds of this Series"), limited, except as otherwise provided in the
Indenture, to $300,000,000 in aggregate principal amount, issued under and
secured by the Indenture and described in the Seventieth Supplemental Indenture
dated May 2, 1995, between the Company and the Trustee (herein called the
"Supplemental Indenture").
In the event that this Bond is deemed to be paid in full, this Bond shall
be surrendered to the Trustee for cancellation. In the event that this Bond is
deemed to be paid in part, this Bond may, at the option of the registered owner,
be surrendered to the Trustee for cancellation, in which event the Trustee will
cancel this Bond and the Company will execute and the Trustee will authenticate
and deliver to the registered owner Bonds 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, but in no instance
before May 15, 2002, at a redemption price of 100% of the principal amount to be
redeemed, plus accrued and unpaid interest, if any, to the redemption date.
Any redemption of the Bonds of this Series shall be made after written
notice has been given by the Trustee by mailing to each registered owner 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 shall be
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mailed at least 30 days, but no more than 60 days, prior to the redemption date.
In the event of partial redemption of Bonds of this Series, the Trustee shall
select the Bonds of this Series to be redeemed, subject to the provisions of the
Indenture, 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 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.
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The term "Record Date" shall mean, with respect to any interest payment
date of any Bond of this Series, the close of business on the last day (whether
or not a business day at the place of payment) of the calendar month next
preceding such interest payment date.
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 Borough of Manhattan, 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
the same series, for the same aggregate principal amount and in authorized
denominations will be issued to the transferee or transferees in exchange
therefor; and this Bond, with or without others of the same series, may in like
manner be exchanged for one or more new fully registered Bonds of the same
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. 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 premium,
if any) or the interest 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.
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[END OF FORM OF FULLY REGISTERED BOND]
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.
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.
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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 Barkey
SONDRA CLARKE
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Sondra Clarke
As witnesses
[SEAL]
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S-2
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 by
The Chase Manhattan Bank
(National Association)
in the presence of
R.J. HALLERAN
- ----------------------------------------
Ronald J. Halleran
L.M. FITZPATRICK
- ----------------------------------------
Lynn M. Fitzpatrick
[SEAL] As witnesses
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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
----------------------------------------
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: [SEAL]
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
----------------------------------------
Notary Public
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Commission Expires April 22, 1997
[SEAL]
THIS INSTRUMENT PREPARED BY BRUCE T. ROSENBAUM, ATTORNEY AT LAW.
19
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 3051 May 12, 1995
Cuyahoga 95-03573 41 May 12, 1995
Erie 221 232 May 11, 1995
Geauga 1014 1240 May 12, 1995
Lake 1115 742 May 12, 1995
Lorain 1081 46 May 12, 1995
Ottawa 454 64 May 11, 1995
Portage 24 555 May 12, 1995
Stark Instrument No. 95020113 May 12, 1995
Summit 1923 982 May 12, 1995
Trumbull 931 536 May 12, 1995
Pennsylvania
Warren 1367 639 May 12, 1995
Beaver 605 87 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.