======================================================
THE TOLEDO EDISON COMPANY
TO
THE CHASE MANHATTAN BANK,
Trustee.
--------------
Forty-ninth Supplemental Indenture
Dated as of January 15, 2000
--------------
(Supplemental to Indenture dated as of April 1, 1947)
--------------
First Mortgage Bonds, Collateral Series E
========================================================
Forty-ninth Supplemental Indenture, dated as of January 15, 2000,
between The Toledo Edison Company, a corporation organized and existing under
the laws of the State of Ohio (hereinafter called the "Company"), and The
Chase Manhattan Bank, a corporation existing under the laws of the State of
New York (hereinafter called the "Trustee"), as Trustee.
RECITALS
The Company has heretofore executed and delivered an Indenture of
Mortgage and Deed of Trust dated as of April 1, 1947 (hereinafter referred to
as the "Original Indenture") to The Chase National Bank of the City of New
York, predecessor Trustee, to secure an issue of First Mortgage Bonds of the
Company, issuable in series, and created thereunder an initial series of
bonds designated as First Mortgage Bonds, 2?% Series due 1977, being the
initial series of bonds issued under the Original Indenture; and
The Company has heretofore executed and delivered to The Chase National
Bank of the City of New York, predecessor Trustee, four Supplemental
Indentures supplementing the Original Indenture dated, respectively,
September 1, 1948, April 1, 1949, December 1, 1950 and March 1, 1954 and has
heretofore executed and delivered to The Chase Manhattan Bank, which on March
31, 1955, became the Trustee under the Original Indenture by virtue of the
merger of The Chase National Bank of the City of New York into President and
Directors of The Manhattan Company under the name of The Chase Manhattan
Bank, the Fifth and the Sixth Supplemental Indentures dated, respectively,
February 1, 1956, and May 1, 1958, supplementing the Original Indenture; and
The Chase Manhattan Bank was converted into a national banking
association under the name The Chase Manhattan Bank (National Association),
effective September 23, 1965; and by virtue of said conversion the continuity
of the business of The Chase Manhattan Bank, including its business of acting
as corporate trustee, and its corporate existence, have not been affected, so
that The Chase Manhattan Bank (National Association) was vested with all the
trusts, powers, discretion, immunities, privileges and all other matters as
were vested in said The Chase Manhattan Bank under the Indenture (hereinafter
defined), with like effect as if originally named as Trustee therein; and
The Company has heretofore executed and delivered to the Trustee 38
Supplemental Indentures dated, respectively, as follows: Seventh, August 1,
1967, Eighth, November 1, 1970, Ninth, August 1, 1972, Tenth, November 1,
1973, Eleventh, July 1, 1974, Twelfth, October 1, 1975, Thirteenth, June 1,
1976, Fourteenth, October 1, 1978, Fifteenth, September 1, 1979, Sixteenth,
September 1, 1980, Seventeenth, October 1, 1980, Eighteenth, April 1, 1981,
Nineteenth, November 1, 1981, Twentieth, June 1, 1982, Twenty-first,
September 1, 1982, Twenty-second, April 1, 1983, Twenty-third, December 1,
1983, Twenty-fourth, April 1, 1984, Twenty-fifth, October 15, 1984, Twenty-
sixth, October 15, 1984, Twenty-seventh, August 1, 1985, Twenty-eighth,
August 1, 1985, Twenty-ninth, December 1, 1985, Thirtieth, March 1, 1986,
Thirty-first, October 15, 1987, Thirty-second, September 15, 1988, Thirty-
third, June 15, 1989, Thirty-fourth, October 15, 1989, Thirty-fifth, May 15,
1990, Thirty-sixth, March 1, 1991, Thirty-seventh, May 1, 1992, Thirty-
eighth, August 1, 1992, Thirty-ninth, October 1, 1992, Fortieth, January 1,
1993, Forty-first, September 15, 1994, Forty-second, May 1, 1995, Forty-
third, June 1, 1995, Forty-fourth, July 14, 1995, Forty-fifth, July 15, 1995,
Forty-sixth, June 15, 1997 and Forty-seventh, August 1, 1997 supplementing
the Original Indenture; and
The Chase Manhattan Bank (National Association), Successor Trustee, was
merged on July 1, 1996, with and into Chemical Bank, a New York banking
corporation, which changed its name to The Chase Manhattan Bank, and which
became the Trustee under the Original Indenture by virtue of such merger; and
The Company has heretofore executed and delivered to The Chase Manhattan
Bank 1 Supplemental Indenture dated as follows: Forty-eighth June 1, 1998
supplementary to Original Indenture (the Original Indenture, all the
aforementioned Supplemental Indentures, this Forty-ninth Supplemental
Indenture and any other indentures supplemental to the Original Indenture are
herein collectively called the "Indenture" and this Forty-ninth Supplemental
Indenture is hereinafter called "this Supplemental Indenture"); and
The Company covenanted in and by the Original Indenture to execute and
deliver such further instruments and do such further acts as may be necessary
or proper to carry out more effectually the purposes of the Original
Indenture and to make subject to the lien thereof property acquired after the
execution and delivery of the Original Indenture; and
Under Article 3 of the Original Indenture, the Company is authorized to
issue additional bonds upon the terms and conditions expressed in the
Original Indenture; and
The Company proposes to create a new series of First Mortgage Bonds to
be designated as First Mortgage Bonds, Collateral Series E (hereinafter
called the "Collateral Series E Bonds") with the denominations, rates of
interest, date of maturity, redemption provisions and other provisions and
agreements in respect thereof as in this Supplemental Indenture set forth;
and
The Collateral Series E Bonds are to be issued by the Company and
delivered to the Revolver Agent Bank (hereinafter defined) to (i) provide for
the payment of the Company's obligations to make payments to any person under
the Amended and Restated Guaranty dated November 4, 1999 of the Company and
The Cleveland Electric Illuminating Company (such guaranty, as amended from
time to time, herein called the "Guaranty"), in favor of the Lenders party to
the Second Amended and Restated Credit Agreement dated as of November 4, 1999
among FirstEnergy Corp. (the "Borrower") and Citibank, N.A., as
Administrative Agent, the other banks named therein and Salomon Smith Barney
Inc., as Arranger (such credit agreement, as amended from time to time,
herein called the "Revolving Credit Agreement"), and (ii) to provide to such
persons the benefits of the security provided for the Collateral Series E
Bonds. As used herein, the term "Lenders" shall refer collectively to all
banks which are parties to the Revolving Credit Agreement and the term
"Revolver Agent Bank" shall refer to the bank designated in the Revolving
Credit Agreement as the party responsible for holding the Collateral Series E
Bonds as agent for the benefit of the Lenders.
The text of the Collateral Series E Bonds is to be substantially in the
form following:
[Form of Fully Registered Collateral Series E Bond)
This bond is not transferable except to a successor agent bank under the
second amended and restated credit agreement dated as of November 4, 1999
among First Energy Corp. (the "Borrower") and Citibank, N.A., as
administrative agent, the banks named therein and Salomon Smith Barney Inc.,
as Arranger (such credit agreement as amended from time to time, the
"Revolving Credit Agreement").
The Toledo Edison Company
First Mortgage Bond, Collateral Series E
No. - $
The Toledo Edison Company, an Ohio corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to
or registered
assigns, the principal sum of Fifteen Million Dollars ($15,000,000) or such
lesser principal amount as is equal to 60% of the aggregate amount from time
to time of the Lenders' Commitments (as defined in the Revolving Credit
Agreement) in excess of $125,000,000, in whole or in installments on such
date or dates as the Company has any obligation to make payments under the
Amended and Restated Guaranty of the Company and The Cleveland Electric
Illuminating Company dated November 4, 1999 (the "Guaranty") in favor of the
Lenders (as defined in the Revolving Credit Agreement), but not later than
June 1, 2006, at the same place or places as payments are required to be made
by the Company under the Guaranty, in any coin or currency of the United
States of America which at the time of payment shall be 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 to the registered owner
hereof at said place or places 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 60% of the amount of interest and fees payable
on such interest payment date under the Revolving Credit Agreement with
respect to borrowings or Commitments thereunder in excess of $125,000,000.
Such interest shall be payable on the same dates as interest or fees are
payable from time to time pursuant to the Revolving Credit Agreement (each
such date herein called an "interest payment date"), until maturity of this
Bond, or, if the Agent Bank shall demand redemption of this Bond, until the
redemption date, or, if the Company shall default in the payment of the
principal due on this Bond, until the Company's obligation with respect to
the payment of such principal shall be discharged as provided in the
Indenture (hereinafter defined). The amount of interest and fees payable from
time to time under the Revolving Credit Agreement, the basis on which such
interest and fees are computed and the dates on which such interest and fees
are payable are set forth in the Revolving Credit Agreement.
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 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 the date of initial issue.
This Bond is one of the Bonds of the Company, known as its First
Mortgage Bonds, issued and to be issued in one or more series under and
equally and ratably secured (except as any sinking, amortization, improvement
or other fund, established in accordance with the provisions of said
Indenture, may afford additional security for the Bonds of any particular
series) by a certain Indenture of Mortgage and Deed of Trust, dated as of
April 1, 1947 (hereinafter called the "Original Indenture"), made by the
Company to The Chase National Bank of the City of New York (The Chase
Manhattan Bank, successor), as Trustee (hereinafter called the "Trustee"),
and by certain indentures supplemental thereto, including the Forty-ninth
Supplemental Indenture dated as of January 15, 2000 (the Original Indenture
and said indentures supplemental thereto herein collectively called the
"Indenture" and said Forty-ninth Supplemental Indenture hereinafter called
the "Supplemental Indenture"), to which Indenture reference is hereby made
for a description of the property mortgaged, the nature and extent of the
security, the rights and limitations of rights of the Company, the Trustee
and the holders of said Bonds and of the coupons appurtenant to coupon Bonds
under the Indenture and the terms and conditions upon which said Bonds are
and are to be issued and secured, to all of the provisions of which Indenture
and of all such supplemental indentures in respect of such security,
including the provisions of the Indenture permitting the issue of Bonds of
any series for property which, under the restrictions and limitations therein
specified, may be subject to liens prior to the lien of the Indenture, the
holder, by accepting this Bond, assents. To the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and of
the holders of said Bonds and coupons (including those pertaining to any
sinking or other fund) may be changed and modified, with the consent of the
Company, by the holders of at least 75% in aggregate principal amount of the
Bonds then outstanding, such percentage being determined as provided in the
Indenture; provided, however, that in case such changes and modifications
affect one or more but less than all series of Bonds then outstanding, they
shall be required to be adopted only by the affirmative vote of the holders
of at least 75% in aggregate principal amount of outstanding Bonds of such
one or more series so affected; and further provided, that without the
consent of the holder hereof no such change or modification shall be made
which will extend the time of payment of the principal of, or of the interest
or premium, if any, on this Bond or reduce the principal amount hereof or the
rate of interest or the premium, if any, hereon, or affect any other
modification of the terms of payment of such principal or interest, or
premium, if any, or will permit the creation of any lien ranking prior to or
on a parity with the lien of the Indenture on any of the mortgaged property,
or will deprive the holder hereof of the benefit of a lien upon the mortgaged
property for the security of this Bond, or will reduce the percentage of
Bonds required for the adoption of changes or modifications as aforesaid.
This Bond is the only Bond of a series of Bonds designated as the First
Mortgage Bonds, Collateral Series E, of the Company (herein called "Bonds of
this Series") limited, except as otherwise provided in the Indenture, in
aggregate principal amount to $15,000,000 but the aggregate principal amount
hereof outstanding at any time shall not exceed such lesser amount as is
equal to 60% of the amount of the Lenders' Commitments in excess of
$125,000,000 and is issued under and secured by the Supplemental Indenture.
The Bonds of this Series have been issued by the Company to the Agent
Bank to (i) provide for the payment of the Company's obligations to make
payments to any person under the Guaranty, and (ii) to provide to such
persons the benefits of the security provided for the Bonds of this Series.
As used herein, the term "Agent Bank" shall refer to the bank designated
in the Revolving Credit Agreement as the party responsible for holding the
Bonds of this Series as agent for the benefit of the Lenders. The Bonds of
this Series have been delivered to the Agent Bank as agent for the benefit of
the Lenders.
Any payment made in respect of the Company's obligations under the
Guaranty or by the Borrower under the Revolving Credit Agreement with respect
to Commitments or borrowings under the Revolving Credit Agreement in excess
of $125,000,000 shall be deemed a payment in respect of the Bonds of this
Series, but such payment shall not reduce the principal amount of the Bonds
of this Series unless the aggregate amount of the Lenders' Commitments in
excess of $125,000,000 is irrevocably reduced concurrently with such payment.
In the event that all of the Company's obligations under the Guaranty and the
obligations of the Borrower under the Revolving Credit Agreement have been
discharged, this Bond shall be deemed to have been paid in full and shall be
surrendered to the Trustee for cancellation.
The Bonds of this Series are subject to redemption prior to maturity as
provided in Section 9 of Article I of the Supplemental Indenture at a
redemption price of 100% of the principal amount to be redeemed and any
accrued and unpaid interest and all other amounts payable by the Company
under the Guaranty with respect to Commitments or borrowings under the
Revolving Credit Agreement in excess of $125,000,000.
The principal of this Bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth
in the Indenture, upon the happening of a default as therein defined.
No recourse under or upon any covenant or obligation of the Indenture,
or of any indenture supplemental thereto, or of this Bond, for the payment of
the principal of or the interest on this Bond, or for any claim based
thereon, or otherwise in any manner in respect thereof, shall be had against
any incorporator, subscriber to the capital stock, stockholder, officer or
director, as such, of the Company, whether former, present or future, either
directly or indirectly through the Company or any predecessor or successor
corporation or the Trustee, by the enforcement of any subscription to capital
stock, assessment or otherwise, or by any legal or equitable proceeding by
virtue of any constitution, statute, or otherwise (including, without
limiting the generality of the foregoing, any proceeding to enforce any
claimed liability of stockholders of the Company based upon any theory of
disregarding the corporate entity of the Company or upon any theory that the
Company was acting as the agent or instrumentality of the stockholders), any
and all such liability of incorporators, stockholders, subscribers, officers
and directors, as such, being released by the holder hereof, by the
acceptance of this Bond, and being likewise waived and released by the terms
of the Indenture.
This Bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by
The Chase Manhattan Bank or its successor, as Trustee under the Indenture.
In Witness Whereof, The Toledo Edison Company has caused this Bond to be
signed in its name by its President or a Vice-President and its corporate
seal to be impressed or imprinted hereon and attested by its Secretary or an
Assistant Secretary.
Dated THE TOLEDO EDISON COMPANY
By
-----------------------------
Vice President.
Attest:
- ----------------------------
Secretary.
[Form of Trustee's Certificate of Authentication]
This Bond is one of the Bonds of the series designated herein, described
in the within-mentioned Indenture.
The Chase Manhattan Bank
By
-------------------------------
Authorized Officer.
[End of Form of Collateral Series E Bond]
All conditions and requirements necessary to make this Supplemental
Indenture a valid, legal and binding instrument in accordance with its terms
and to make the Collateral Series E Bonds, when duly executed by the Company
and authenticated and delivered by the Trustee, and duly issued, the valid,
binding and legal obligations of the Company, have been done and performed,
and the execution and delivery of this Supplemental Indenture have been in
all respects duly authorized.
Now, Therefore, This Supplemental Indenture Witnesseth: That The Toledo
Edison Company, the Company herein named, in consideration of the premises
and of One Dollar ($1.00) to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, does hereby covenant and agree to and with the Trustee and its
successors in the trust under the Indenture, for the benefit of those who
shall hold the bonds to be issued hereunder and thereunder, as hereinafter
provided, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF COLLATERAL SERIES E BONDS
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as "First Mortgage Bonds,
Collateral Series E" (such bonds herein referred to as the "Collateral Series
E Bonds"). The Collateral Series E Bonds shall be limited to an aggregate
principal amount of $15,000,000 but the aggregate principal amount thereof
outstanding at any time shall not exceed such lesser amount as is equal to
60% of the aggregate amount of the Lenders' Commitments (as defined in the
Revolving Credit Agreement) in excess of $125,000,000. The Collateral Series
E Bonds shall be substantially in the form hereinbefore recited.
SECTION 2. The principal of all Collateral Series E Bonds shall be
payable in whole or in installments on such date or dates as the Company has
any obligations under the Guaranty to make any payment to the Lenders, but
not later than June 1, 2006, and shall bear interest 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 each
interest payment date on the Collateral Series E Bonds to equal 60% of the
amount of interest and fees payable on such interest payment date under the
Revolving Credit Agreement with respect to borrowings or Commitments
thereunder in excess of $125,000,000. Such interest shall be payable on the
same dates as interest or fees are payable from time to time pursuant to the
Revolving Credit Agreement (each such date herein called an "interest payment
date"), until the maturity of the Collateral Series E Bonds, or, in the case
the Revolver Agent Bank shall demand redemption of any such Bonds, 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 such principal shall be discharged as provided in
the Indenture. The amount of interest and fees payable from time to time
under the Revolving Credit Agreement, the basis on which such interest and
fees are computed and the dates on which such interest and fees are payable
are set forth in the Revolving Credit Agreement.
Except as hereinafter provided, each Collateral Series E Bonds shall
bear interest from the later of the date of initial authentication of such
Bond or the most recent date to which interest has been paid until the
principal of such Bond is paid.
SECTION 3. The Collateral Series E Bonds shall be payable as to
principal and interest at the same place or places as payments are required
to be made by the Company under the Guaranty; and both principal and interest
shall be payable in any coin or currency of the United States of America
which at the time of payment shall be legal tender for the payment of public
and private debts.
SECTION 4. The Collateral Series E Bonds shall be issued only as one
fully registered Bond in the denomination of $15,000,000.
SECTION 5. Collateral Series E Bonds shall be transferable only to a
successor Revolver Agent Bank under the Revolving Credit Agreement in the
manner and upon the terms set forth in Section 2.05 of the Original
Indenture, but notwithstanding the provisions of Section 2.08 of the Original
Indenture, no charge shall be made upon any transfer or exchange of
Collateral Series E Bonds other than for any tax or taxes or other
governmental charge required to be paid by the Company.
SECTION 6. The Collateral Series E Bonds shall be registered in the
name of the Revolver Agent Bank.
SECTION 7. Any payment made in respect of the Company's obligations
under the Guaranty or by the Borrower under the Revolving Credit Agreement
with respect to Commitments or borrowings under the Revolving Credit
Agreement in excess of $125,000,000 shall be deemed a payment in respect of
the Collateral Series E Bonds but such payment shall not reduce the principal
amount of the Collateral Series E Bonds unless the aggregate amount of the
Lenders' Commitments in excess of $125,000,000 is irrevocably reduced
concurrently with such payment. In the event that all of the Company's
obligations under the Guaranty and the obligations of the Borrower under the
Revolving Credit Agreement have been discharged, the Collateral Series E
Bonds shall be deemed to be paid in full.
SECTION 8. The Collateral Series E Bonds may be executed by the Company
and delivered to the Trustee and, upon compliance with all applicable
provisions and requirements of the Original Indenture in respect thereof,
shall be authenticated by the Trustee and delivered (without awaiting the
filing or recording of this Supplemental Indenture) in accordance with the
written order or orders of the Company.
SECTION 9. The Collateral Series E Bonds shall be redeemed by the
Company in whole at any time prior to maturity at a redemption price of 100%
of the principal amount to be redeemed, plus any accrued and unpaid interest
to the redemption date, but only if the Trustee shall receive a written
demand from the Revolver Agent Bank for redemption of all Collateral Series E
Bonds held by the Revolver Agent Bank stating that an "Event of Default"
under the Revolving Credit Agreement has occurred and is continuing and that
payment of the principal amount outstanding under the Revolving Credit
Agreement, all interest thereon and all other amounts payable thereunder are
immediately due and payable and demanding payment thereof; provided, however,
that the Collateral Series E Bonds shall not be redeemed in the event that
prior to the date of such redemption the Trustee shall have received a
certificate of the Revolver Agent Bank (a) stating that there has been a
waiver of such Event of Default, or (b) withdrawing said written demand. The
redemption of the Collateral Series E Bonds shall be made forthwith upon
receipt of such demand by the Company from the Majority Banks (as defined in
the Revolving Credit Agreement), the Revolver Agent Bank on behalf of the
Majority Banks, or the Trustee.
ARTICLE II
THE TRUSTEE
The Trustee accepts the trusts created by this Supplemental Indenture
upon the terms and conditions in the Original Indenture and in this
Supplemental Indenture set forth. The recitals in this Supplemental Indenture
are made by the Company only and not by the Trustee. Each and every term and
condition contained in Article 13 of the Original 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 to make the same conform to this
Supplemental Indenture.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 1. The Original Indenture, as heretofore supplemented, is in
all respects ratified and confirmed, and the Original Indenture, this
Supplemental Indenture and all other indentures supplemental to the Original
Indenture shall be read, taken and construed as one and the same instrument.
Neither the execution of this Supplemental Indenture nor anything herein
contained shall be construed to impair the lien of the Indenture on any of
the property subject thereto, and such lien shall remain in full force and
effect as security for all bonds now outstanding or hereafter issued under
the Indenture. All covenants and provisions of the Original Indenture,
except as modified by this Supplemental Indenture and all other indentures
supplemental to the Original Indenture, shall continue in full force and
effect for the respective periods of time therein specified, and this
Supplemental Indenture shall form part of the Indenture. All terms defined
in Article 1 of the Original Indenture shall, for all purposes of this
Supplemental Indenture, have the meanings in said Article 1 specified, except
as modified by this Supplemental Indenture and all other indentures
supplemental to the Original Indenture and unless the context otherwise
requires.
SECTION 2. This Supplemental Indenture may be simultaneously executed
in any number of counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
In Witness Whereof, The Toledo Edison Company has caused its corporate
name to be hereunto affixed and this instrument to be signed by its President
or a Vice President and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary for and in its behalf and
The Chase Manhattan Bank, as Trustee, in evidence of its acceptance of the
trust hereby created, has caused its corporate name to be hereunto affixed,
this instrument to be signed by its President or a Vice President and its
corporate seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary for and in its behalf, all as of the day and year first
above written.
THE TOLEDO EDISON COMPANY
By
----------------------------
Vice President
Attest:
-------------------------------
Corporate Secretary
Signed, sealed and acknowledged on behalf
of THE TOLEDO EDISON COMPANY in the
presence of
- -------------------------------------
- -------------------------------------
As witnesses
THE CHASE MANHATTAN BANK,AS TRUSTEE
By
--------------------------------
Attest:
------------------------
Signed, sealed and acknowledged
on behalf of THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATED) in the
presence of
- -----------------------------
- -----------------------------
As witnesses
STATE OF OHIO )
) SS.:
COUNTY OF SUMMIT )
On this day of January, 2000, before me personally appeared
[________] and Nancy C. Ashcom to me personally known, who being by me
severally duly sworn, did say that they are a Vice President and the
Corporate Secretary, respectively, of The Toledo Edison 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.
-------------------------------------------
Notary Public
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this day of January, 2000, before me personally appeared
[________] and [________] to me personally known, who being by me severally
duly sworn, did say that they are a [_________________] and a
[_________________], respectively, of The Chase Manhattan Bank, 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.
------------------------------- [Seal]
This instrument prepared by FirstEnergy Corp., 76 South Main Street, Akron,
Ohio 44308