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OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
--------------------
Seventy-second Supplemental Indenture
Providing among other things for
First Mortgage Bonds
Class A Series A of 2000 due 2033
Class A Series B of 2000 due 2033
Class A Series C of 2000 due 2015
Class A Series D of 2000 due 2030
---------
Dated as of April 1, 2000
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- 1 -
SUPPLEMENTAL INDENTURE, dated as of April 1, 2000 between Ohio
Edison Company, a corporation organized and existing under the laws of the
State of Ohio (hereinafter called the "Company"), party of the first part,
and The Bank of New York, a banking corporation organized and existing
under the laws of the State of New York, as Trustee under the Indenture
hereinafter referred to, party of the second part.
WHEREAS, the Company has heretofore executed and delivered to
Bankers Trust Company (hereinafter called the "Old Trustee"), as trustee,
a certain Indenture, dated as of August 1, 1930, to secure an issue of
bonds of the Company, issued and to be issued in series, from time to
time, in the manner and subject to the conditions set forth in the said
Indenture; and the said Indenture has been supplemented by seventy-one
supplemental indentures, which Indenture as so supplemented and to be
hereby supplemented is hereinafter referred to as the "Indenture"; and
WHEREAS, The Bank of New York has succeeded the Old Trustee as
trustee under the Indenture (hereinafter called the "Trustee") pursuant to
Article XVI thereof; and
WHEREAS, the Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of bonds and of
the coupons to be attached to the coupon bonds, if any, to be
substantially in the forms set forth therein with such insertions,
omissions and variations as the Board of Directors of the Company may
determine;
WHEREAS, the Company has entered into four separate Insurance
Agreements, each dated as of April 1, 2000 (each, an "Insurance
Agreement"), with Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance corporation (the "Insurer"), in connection with the issuance of
four separate series of municipal bonds pursuant to four separate loan
agreements, each dated as of April 1, 2000, between the Company and the
Ohio Air Quality Development Authority, the Ohio Water Development
Authority or, as the case may be, the Beaver County Industrial Development
Authority;
WHEREAS, the Company has agreed to issue to The Bank of New
York, as Trustee under the Company's General Mortgage Indenture and Deed
of Trust, dated as of January 1, 1998 as heretofore supplemented and as to
be supplemented by a Supplemental Indenture to be dated as of April 1,
2000 (as so supplemented, the "General Mortgage"), four series of bonds
under the Indenture, each to secure an issue of bonds (collectively, the
"General Mortgage Bonds") issued to the Insurer under the General Mortgage
pursuant to an Insurance Agreement.
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined to create
four new series of bonds under the Indenture, as the basis for the
issuance of the General Mortgage Bonds, such new series of bonds
consisting of $44,800,000 in principal amount to be designated as "First
Mortgage Bonds Class A Series A of 2000 due 2033" (hereinafter sometimes
referred to as the "bonds of Class A Series A"), $12,300,000 in principal
amount to be designated as "First Mortgage Bonds Class A Series B of 2000
due 2033" (hereinafter sometimes referred to as the "bonds of Class A
Series B"), $19,000,000 in principal amount to be designated as "First
Mortgage Bonds Class A Series C of 2000 due 2015" (hereinafter sometimes
referred to as the "bonds of Class A Series C") and
- 2 -
$44,800,000 in principal amount to be designated as "First Mortgage Bonds
Class A Series D of 2000 due 2030" (hereinafter sometimes referred to as
the "bonds of Class A Series D", and, collectively with the bonds of Class
A Series A, the bonds of Class A Series B and the bonds of Class A Series
C, the "the bonds of the 2000 Class A Series"), the bonds of which series
shall bear interest at the rate per annum set forth in, shall be subject
to certain redemption rights and obligations set forth in, and will
otherwise be in the respective forms and have the terms and provisions
provided for in this Supplemental Indenture and set forth in the
respective forms of such bonds below; and
WHEREAS, the definitive registered bonds without coupons of the
bonds of the 2000 Class A Series and the Trustee's certificate of
authentication to be borne by such bonds are to be substantially in the
following forms, respectively:
[Form of Bond of Class A Series A Face]
[Face]
This bond is not transferable except to a successor to The Bank
of New York, as trustee under the General Mortgage Indenture and Deed of
Trust, dated as of January 1, 1998, between the Company and The Bank of
New York, as trustee, or in connection with the exercise of the rights and
remedies of the holder hereof consequent upon a "default" as defined in
the Indenture referred to herein.
OHIO EDISON COMPANY
First Mortgage Bond Class A Series A of 2000 due 2033
Due October 1, 2033
No. R-1 $44,800,000
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby promises to
pay to The Bank of New York, as trustee under the General Mortgage
(hereinbelow defined), or registered assigns, Forty-four Million Eight
Hundred Thousand Dollars at an office or agency of the Company in the
Borough of Manhattan, The City of New York, N.Y. or in the City of Akron,
Ohio, on October 1, 2033 in any coin or currency of the United States of
America which at the time of payment is legal tender for public and
private debts, and to pay at said offices or agencies to the registered
owner hereof, in like coin or currency, interest thereon from the Initial
Interest Accrual Date (hereinbelow defined) at the rate from time to time
borne by the Mortgage Bonds, Pledge Series A of 2000 due 2033 (the
"General Mortgage Bonds") issued by the Company under the General Mortgage
Indenture and Deed of Trust, dated as of January 1, 1998, as heretofore
supplemented (the "General Mortgage"), by the Company to The Bank of New
York, as trustee; provided, however, that in no event shall the rate of
-----------------
interest borne by the Bonds of this series exceed ten per centum per
annum. Payments of principal of and interest on this bond shall be made
at an office or agency of the Company in the Borough of Manhattan, The
City of New York, N.Y. or in the City of Akron, Ohio.
- 3 -
Payment of principal of, or premium or interest on, the
Company's General Mortgage Bonds shall, to the extent thereof, be deemed
to satisfy and discharge the obligation of the Company, if any, to make a
payment of principal, premium or interest, as the case may be, in respect
of this bond which is then due.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This bond shall not become obligatory until The Bank of New
York, the Trustee under the Indenture referred to on the reverse hereof,
or its successor thereunder, shall have authenticated the form of
certificate endorsed hereon.
In witness whereof, Ohio Edison Company has caused this bond to
be signed in its name by its President or a Vice President, by his
signature or a facsimile thereof, and its corporate seal to be printed
hereon, attested by its Secretary or an Assistant Secretary, by his
signature or a facsimile thereof.
Ohio Edison Company,
By:
-------------------------
Title:
Attest:
- ------------------------------
Title:
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Mortgage.
Dated:
The Bank of New York,
as Trustee,
By:
-------------------------------
Authorized Officer
- 4 -
[Form of Bond of Class A Series A]
[Reverse]
OHIO EDISON COMPANY
First Mortgage Bond Class A Series A of 2000 due 2033
This bond is one of an issue of bonds of the Company, issuable
in series, and is one of a series known as its First Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any sinking fund established in accordance
with the provisions of the Indenture hereinafter mentioned for the bonds
of any particular series) by an Indenture, dated as of August 1, 1930,
executed by the Company to The Bank of New York, as Trustee (the
"Trustee"), as amended and supplemented by indentures supplemental
thereto, to which Indenture as so amended and supplemented (herein
referred to as the "Indenture") reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
Bonds of this series are not redeemable prior to their maturity.
The Initial Interest Accrual Date for the bonds of this series
shall be the date that interest begins to accrue on the General Mortgage
Bonds.
Bonds of this series shall be deemed to be paid and no longer
outstanding under the Indenture to the extent that General Mortgage Bonds
are paid or deemed to be paid and are no longer outstanding and the
Trustee has been notified to such effect by the Company.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of, and interest, if any, on the bonds of
this series as the same shall become due and payable shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the trustee under the General Mortgage, signed by an
authorized officer thereof, stating that any such principal of or interest
on the General Mortgage Bonds has become due and payable and has not been
fully paid and specifying the amount of funds required to make such
payment.
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this series, the
Company reserves the right, without any consent or other action by holders
of the bonds of this series, to amend the Indenture to provide (a) that
the Indenture, the rights and obligations of the Company and the rights of
the bondholders may be modified with the consent of the holders of not
less than 60% in principal amount of the bonds adversely affected;
provided, however, that no modification shall (1) extend the time, or
reduce the amount, of any payment on any bond, without the consent of the
holder of each bond so affected, (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with
- 5 -
the lien of the Indenture, without the consent of the holders of all bonds
then outstanding, or (3) reduce the above percentage of the principal
amount of bonds the holders of which are required to approve any such
modification without the consent of the holders of all bonds then
outstanding and (b) that (i) additional bonds may be issued against 70% of
the value of the property which forms the basis for such issuance and
(ii) the charge against property subject to a prior lien which is used to
effectuate the release of property under the Indenture be similarly based.
The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon
the occurrence of a completed default as in the Indenture provided.
No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer or director
of the Company or of any predecessor or successor corporation, either
directly or through the Company or a predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of
any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and any multiple thereof. The
Company and the Trustee may deem and treat the person in whose name this
bond is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon and for
all other purposes. Registered bonds of this series shall be exchangeable
at said offices or agencies of the Company for registered bonds of other
authorized denominations having the same aggregate principal amount, in
the manner and upon the conditions prescribed in the Indenture.
Notwithstanding any provision of the Indenture, (a) neither the Company
nor the Trustee shall be required to make transfers or exchanges of bonds
of this series during the period between any interest payment date for
such series and the record date next preceding such interest payment date,
and (b) no charge shall be made upon any transfer or exchange of bonds of
this series other than for any tax or taxes or other governmental charge
required to be paid by the Company.
[End of Form of Bond of Class A Series A]
[Form of Bond of Class A Series B]
[Face]
This bond is not transferable except to a successor to The Bank
of New York, as trustee under the General Mortgage Indenture and Deed of
Trust, dated as of January 1, 1998, between the Company and The Bank of
New York, as trustee, or in connection with the exercise of the rights and
remedies of the holder hereof consequent upon a "default" as defined in
the Indenture referred to herein.
- 6 -
OHIO EDISON COMPANY
First Mortgage Bond Class A Series B of 2000 due 2033
Due October 1, 2033
No. R-1 $12,300,000
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby promises to
pay to The Bank of New York, as trustee under the General Mortgage
(hereinbelow defined), or registered assigns, Twelve Million Three Hundred
Thousand Dollars at an office or agency of the Company in the Borough of
Manhattan, The City of New York, N.Y. or in the City of Akron, Ohio, on
October 1, 2033 in any coin or currency of the United States of America
which at the time of payment is legal tender for public and private debts,
and to pay at said offices or agencies to the registered owner hereof, in
like coin or currency, interest thereon from the Initial Interest Accrual
Date (hereinbelow defined) at the rate from time to time borne by the
Mortgage Bonds, Pledge Series B of 2000 due 2033 (the "General Mortgage
Bonds") issued by the Company under the General Mortgage Indenture and
Deed of Trust, dated as of January 1, 1998, as heretofore supplemented
(the "General Mortgage"), by the Company to The Bank of New York, as
trustee; provided, however, that in no event shall the rate of interest
-----------------
borne by the Bonds of this series exceed ten per centum per annum.
Payments of principal of and interest on this bond shall be made at an
office or agency of the Company in the Borough of Manhattan, The City of
New York, N.Y. or in the City of Akron, Ohio.
Payment of principal of, or premium or interest on, the
Company's General Mortgage Bonds shall, to the extent thereof, be deemed
to satisfy and discharge the obligation of the Company, if any, to make a
payment of principal, premium or interest, as the case may be, in respect
of this bond which is then due.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This bond shall not become obligatory until The Bank of New
York, the Trustee under the Indenture referred to on the reverse hereof,
or its successor thereunder, shall have authenticated the form of
certificate endorsed hereon.
In witness whereof, Ohio Edison Company has caused this bond to
be signed in its name by its President or a Vice President, by his
signature or a facsimile thereof, and its corporate seal to be printed
hereon, attested by its Secretary or an Assistant Secretary, by his
signature or a facsimile thereof.
Ohio Edison Company,
By:
-----------------------
Title:
- 7 -
Attest:
- --------------------------
Title:
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee,
By:
--------------------------
Authorized Officer
[Form of Bond of Class A Series B]
[Reverse]
OHIO EDISON COMPANY
First Mortgage Bond Class A Series B of 2000 due 2033
This bond is one of an issue of bonds of the Company, issuable
in series, and is one of a series known as its First Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any sinking fund established in accordance
with the provisions of the Indenture hereinafter mentioned for the bonds
of any particular series) by an Indenture, dated as of August 1, 1930,
executed by the Company to The Bank of New York, as Trustee (the
"Trustee"), as amended and supplemented by indentures supplemental
thereto, to which Indenture as so amended and supplemented (herein
referred to as the "Indenture") reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
Bonds of this series are not redeemable prior to their maturity.
- 8 -
The Initial Interest Accrual Date for the bonds of this series
shall be the date that interest begins to accrue on the General Mortgage
Bonds.
Bonds of this series shall be deemed to be paid and no longer
outstanding under the Indenture to the extent that General Mortgage Bonds
are paid or deemed to be paid and are no longer outstanding and the
Trustee has been notified to such effect by the Company.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of, and interest, if any, on the bonds of
this series as the same shall become due and payable shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the trustee under the General Mortgage, signed by an
authorized officer thereof, stating that any such principal of or interest
on the General Mortgage Bonds has become due and payable and has not been
fully paid and specifying the amount of funds required to make such
payment.
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this series, the
Company reserves the right, without any consent or other action by holders
of the bonds of this series, to amend the Indenture to provide (a) that
the Indenture, the rights and obligations of the Company and the rights of
the bondholders may be modified with the consent of the holders of not
less than 60% in principal amount of the bonds adversely affected;
provided, however, that no modification shall (1) extend the time, or
reduce the amount, of any payment on any bond, without the consent of the
holder of each bond so affected, (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the
Indenture, without the consent of the holders of all bonds then
outstanding, or (3) reduce the above percentage of the principal amount of
bonds the holders of which are required to approve any such modification
without the consent of the holders of all bonds then outstanding and
(b) that (i) additional bonds may be issued against 70% of the value of
the property which forms the basis for such issuance and (ii) the charge
against property subject to a prior lien which is used to effectuate the
release of property under the Indenture be similarly based.
The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon
the occurrence of a completed default as in the Indenture provided.
No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer or director
of the Company or of any predecessor or successor corporation, either
directly or through the Company or a predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of
any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and any multiple thereof. The
Company and the Trustee may deem and treat the person in whose name this
bond is registered as the absolute owner for the purpose of
- 9 -
receiving payment of or on account of the principal and interest due
hereon and for all other purposes. Registered bonds of this series shall
be exchangeable at said offices or agencies of the Company for registered
bonds of other authorized denominations having the same aggregate
principal amount, in the manner and upon the conditions prescribed in the
Indenture. Notwithstanding any provision of the Indenture, (a) neither the
Company nor the Trustee shall be required to make transfers or exchanges
of bonds of this series during the period between any interest payment
date for such series and the record date next preceding such interest
payment date, and (b) no charge shall be made upon any transfer or
exchange of bonds of this series other than for any tax or taxes or other
governmental charge required to be paid by the Company.
[End of Form of Bond of Class A Series B]
[Form of Bond of Class A Series C]
[Face]
This Bond is not transferable except to a successor to The Bank
of New York, as trustee under the General Mortgage Indenture and Deed of
Trust, dated as of January 1, 1998, between the Company and The Bank of
New York, as trustee, or in connection with the exercise of the rights and
remedies of the holder hereof consequent upon a "default" as defined in
the Indenture referred to herein.
OHIO EDISON COMPANY
First Mortgage Bond Class A Series C of 2000 due 2015
Due April 1, 2015
No. R-1 $19,000,000
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby promises to
pay to The Bank of New York, as trustee under the General Mortgage
(hereinbelow defined), or registered assigns, Nineteen Million Dollars at
an office or agency of the Company in the Borough of Manhattan, The City
of New York, N.Y. or in the City of Akron, Ohio, on April 1, 2015 in any
coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts, and to pay at said
offices or agencies to the registered owner hereof, in like coin or
currency, interest thereon from the Initial Interest Accrual Date
(hereinbelow defined) at the rate from time to time borne by the Mortgage
Bonds, Pledge Series C of 2000 due 2015 (the "General Mortgage Bonds")
issued by the Company under the General Mortgage Indenture and Deed of
Trust, dated as of January 1, 1998, as heretofore supplemented (the
"General Mortgage"), by the Company to The Bank of New York, as trustee;
provided, however, that in no event shall the rate of interest borne by
- -----------------
the Bonds of this series exceed ten per centum per annum. Payments of
principal of and interest on this bond shall be made at an office or
agency of the Company in the Borough of Manhattan, The City of New York,
N.Y. or in the City of Akron, Ohio.
- 10 -
Payment of principal of, or premium or interest on, the
Company's General Mortgage Bonds shall, to the extent thereof, be deemed
to satisfy and discharge the obligation of the Company, if any, to make a
payment of principal, premium or interest, as the case may be, in respect
of this bond which is then due.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This bond shall not become obligatory until The Bank of New
York, the Trustee under the Indenture referred to on the reverse hereof,
or its successor thereunder, shall have authenticated the form of
certificate endorsed hereon.
In witness whereof, Ohio Edison Company has caused this bond to
be signed in its name by its President or a Vice President, by his
signature or a facsimile thereof, and its corporate seal to be printed
hereon, attested by its Secretary or an Assistant Secretary, by his
signature or a facsimile thereof.
Ohio Edison Company,
By:
-------------------------
Title:
Attest:
- ---------------------------
Title:
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee,
By:
-----------------------
Authorized Officer
- 11 -
[Form of Bond of Class A Series C]
[Reverse]
OHIO EDISON COMPANY
First Mortgage Bond Class A Series C of 2000 due 2015
This bond is one of an issue of bonds of the Company, issuable
in series, and is one of a series known as its First Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any sinking fund established in accordance
with the provisions of the Indenture hereinafter mentioned for the bonds
of any particular series) by an Indenture, dated as of August 1, 1930,
executed by the Company to The Bank of New York, as Trustee (the
"Trustee"), as amended and supplemented by indentures supplemental
thereto, to which Indenture as so amended and supplemented (herein
referred to as the "Indenture") reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
Bonds of this series are not redeemable prior to their maturity.
The Initial Interest Accrual Date for the bonds of this series
shall be the date that interest begins to accrue on the General Mortgage
Bonds.
Bonds of this series shall be deemed to be paid and no longer
outstanding under the Indenture to the extent that General Mortgage Bonds
are paid or deemed to be paid and are no longer outstanding and the
Trustee has been notified to such effect by the Company.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of, and interest, if any, on the bonds of
this series as the same shall become due and payable shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the trustee under the General Mortgage, signed by an
authorized officer thereof, stating that any such principal of or interest
on the General Mortgage Bonds has become due and payable and has not been
fully paid and specifying the amount of funds required to make such
payment.
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this series, the
Company reserves the right, without any consent or other action by holders
of the bonds of this series, to amend the Indenture to provide (a) that
the Indenture, the rights and obligations of the Company and the rights of
the bondholders may be modified with the consent of the holders of not
less than 60% in principal amount of the bonds adversely affected;
provided, however, that no modification shall (1) extend the time, or
reduce the amount, of any payment on any bond, without the consent of the
holder of each bond so affected, (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with
- 12 -
the lien of the Indenture, without the consent of the holders of all bonds
then outstanding, or (3) reduce the above percentage of the principal
amount of bonds the holders of which are required to approve any such
modification without the consent of the holders of all bonds then
outstanding and (b) that (i) additional bonds may be issued against 70% of
the value of the property which forms the basis for such issuance and
(ii) the charge against property subject to a prior lien which is used to
effectuate the release of property under the Indenture be similarly based.
The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon
the occurrence of a completed default as in the Indenture provided.
No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer or director
of the Company or of any predecessor or successor corporation, either
directly or through the Company or a predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of
any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and any multiple thereof. The
Company and the Trustee may deem and treat the person in whose name this
bond is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon and for
all other purposes. Registered bonds of this series shall be exchangeable
at said offices or agencies of the Company for registered bonds of other
authorized denominations having the same aggregate principal amount, in
the manner and upon the conditions prescribed in the Indenture.
Notwithstanding any provision of the Indenture, (a) neither the Company
nor the Trustee shall be required to make transfers or exchanges of bonds
of this series during the period between any interest payment date for
such series and the record date next preceding such interest payment date,
and (b) no charge shall be made upon any transfer or exchange of bonds of
this series other than for any tax or taxes or other governmental charge
required to be paid by the Company.
[End of Form of Bond of Class A Series C]
[Form of Bond of Class A Series D]
[Face]
This bond is not transferable except to a successor to The Bank
of New York, as trustee under the General Mortgage Indenture and Deed of
Trust, dated as of January 1, 1998, between the Company and The Bank of
New York, as trustee, or in connection with the exercise of the rights and
remedies of the holder hereof consequent upon a "default" as defined in
the Indenture referred to herein.
- 13 -
OHIO EDISON COMPANY
First Mortgage Bond Class A Series D of 2000 due 2030
Due April 1, 2030
No. R-1 $60,400,000
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby promises to
pay to The Bank of New York, as trustee under the General Mortgage
(hereinbelow defined), or registered assigns, Sixty Million Four Hundred
Thousand Dollars at an office or agency of the Company in the Borough of
Manhattan, The City of New York, N.Y. or in the City of Akron, Ohio, on
April 1, 2030 in any coin or currency of the United States of America
which at the time of payment is legal tender for public and private debts,
and to pay at said offices or agencies to the registered owner hereof, in
like coin or currency, interest thereon from the Initial Interest Accrual
Date (hereinbelow defined) at the rate from time to time borne by the
Mortgage Bonds, Pledge Series D of 2000 due 2030 (the "General Mortgage
Bonds") issued by the Company under the General Mortgage Indenture and
Deed of Trust, dated as of January 1, 1998, as heretofore supplemented
(the "General Mortgage"), by the Company to The Bank of New York, as
trustee; provided, however, that in no event shall the rate of interest
borne by the Bonds of this series exceed ten per centum per annum.
Payments of principal of and interest on this bond shall be made at an
office or agency of the Company in the Borough of Manhattan, The City of
New York, N.Y. or in the City of Akron, Ohio.
Payment of principal of, or premium or interest on, the
Company's General Mortgage Bonds shall, to the extent thereof, be deemed
to satisfy and discharge the obligation of the Company, if any, to make a
payment of principal, premium or interest, as the case may be, in respect
of this bond which is then due.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This bond shall not become obligatory until The Bank of New
York, the Trustee under the Indenture referred to on the reverse hereof,
or its successor thereunder, shall have authenticated the form of
certificate endorsed hereon.
In witness whereof, Ohio Edison Company has caused this bond to
be signed in its name by its President or a Vice President, by his
signature or a facsimile thereof, and its corporate seal to be printed
hereon, attested by its Secretary or an Assistant Secretary, by his
signature or a facsimile thereof.
Ohio Edison Company,
By:
----------------------
Title:
- 14 -
Attest:
- ------------------------------
Title:
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee,
By:
----------------------------
Authorized Officer
- 15 -
[Form of Bond of Class A Series D]
[Reverse]
OHIO EDISON COMPANY
First Mortgage Bond Class A Series D of 2000 due 2030
This bond is one of an issue of bonds of the Company, issuable
in series, and is one of a series known as its First Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any sinking fund established in accordance
with the provisions of the Indenture hereinafter mentioned for the bonds
of any particular series) by an Indenture, dated as of August 1, 1930,
executed by the Company to The Bank of New York, as Trustee (the
"Trustee"), as amended and supplemented by indentures supplemental
thereto, to which Indenture as so amended and supplemented (herein
referred to as the "Indenture") reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
Bonds of this series are not redeemable prior to their maturity.
The Initial Interest Accrual Date for the bonds of this series
shall be the date that interest begins to accrue on the General Mortgage
Bonds.
Bonds of this series shall be deemed to be paid and no longer
outstanding under the Indenture to the extent that General Mortgage Bonds
are paid or deemed to be paid and are no longer outstanding and the
Trustee has been notified to such effect by the Company.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of, and interest, if any, on the bonds of
this series as the same shall become due and payable shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the trustee under the General Mortgage, signed by an
authorized officer thereof, stating that any such principal of or interest
on the General Mortgage Bonds has become due and payable and has not been
fully paid and specifying the amount of funds required to make such
payment.
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this series, the
Company reserves the right, without any consent or other action by holders
of the bonds of this series, to amend the Indenture to provide (a) that
the Indenture, the rights and obligations of the Company and the rights of
the bondholders may be modified with the consent of the holders of not
less than 60% in principal amount of the bonds adversely affected;
provided, however, that no modification shall (1) extend the time, or
reduce the amount, of any payment on any bond, without the consent of the
holder of each bond so affected, (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the
Indenture, without the consent of the holders of all bonds then
outstanding, or
- 16 -
(3) reduce the above percentage of the principal amount of bonds the
holders of which are required to approve any such modification without the
consent of the holders of all bonds then outstanding and (b) that
(i) additional bonds may be issued against 70% of the value of the
property which forms the basis for such issuance and (ii) the charge
against property subject to a prior lien which is used to effectuate the
release of property under the Indenture be similarly based.
The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon
the occurrence of a completed default as in the Indenture provided.
No recourse shall be had for the payment of the principal of or
interest on this bond against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer or director
of the Company or of any predecessor or successor corporation, either
directly or through the Company or a predecessor or successor corporation,
under any rule of law, statute or constitution or by the enforcement of
any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and any multiple thereof. The
Company and the Trustee may deem and treat the person in whose name this
bond is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon and for
all other purposes. Registered bonds of this series shall be exchangeable
at said offices or agencies of the Company for registered bonds of other
authorized denominations having the same aggregate principal amount, in
the manner and upon the conditions prescribed in the Indenture.
Notwithstanding any provision of the Indenture, (a) neither the Company
nor the Trustee shall be required to make transfers or exchanges of bonds
of this series during the period between any interest payment date for
such series and the record date next preceding such interest payment date,
and (b) no charge shall be made upon any transfer or exchange of bonds of
this series other than for any tax or taxes or other governmental charge
required to be paid by the Company.
[End of Form of Bond of Class A Series D]
and
Whereas, Section 115 of the Indenture provides that the Company
and the Trustee may, from time to time and at any time, enter into such
indentures supplemental thereto as shall be deemed necessary or desirable
for one or more purposes, including, among others, to describe and set
forth the particular terms and the form of additional series of bonds to
be issued under the Indenture, to add other limitations on the issue of
bonds, withdrawal of cash or release of property, to add to the covenants
and agreements of the Company for the protection of the holders of the
bonds and of the mortgaged and pledged property, to supplement defective
or
- 17 -
inconsistent provisions contained in the Indenture, and for any other
purpose not inconsistent with the terms of the Indenture; and
Whereas, all things necessary to make the bonds of the 2000
Class A Series when authenticated by the Trustee and issued as in the
Indenture provided, the valid, binding and legal obligations of the
Company, entitled in all respects to the security of the Indenture, have
been done and performed, and the creation, execution and delivery of this
Supplemental Indenture have in all respects been duly authorized; and
Whereas, the Company and Trustee deem it advisable to enter into
this Supplemental Indenture for the purposes of describing the bonds of
the 2000 Class A Series and of establishing the terms and provisions
thereof, confirming the mortgaging under the Indenture of additional
property for the equal and proportionate benefit and security of the
holders of all bonds at any time issued thereunder, amplifying the
description of the property mortgaged, adding other limitations to the
Indenture on the issue of bonds, withdrawal of cash or release of
property, and adding to the covenants and agreements of the Company for
the protection of the holders of bonds and of mortgaged and pledged
property;
Now, therefore, this supplemental indenture witnesseth: That
Ohio Edison Company, in consideration of the premises and of one dollar to
it duly paid by the Trustee at or before the ensealing and delivery of
these presents, the receipt whereof is hereby acknowledged, and of the
purchase and acceptance of the bonds issued or to be issued hereunder by
the holders thereof, and in order to secure the payment both of the
principal and interest of all bonds at any time issued and outstanding
under the Indenture, according to their tenor and effect, and the
performance of all the provisions of the Indenture and of said bonds, hath
granted, bargained, sold, released, conveyed, assigned, transferred,
pledged, set over and confirmed and by these presents doth grant, bargain,
sell, release, convey, assign, transfer, pledge, set over and confirm unto
The Bank of New York, as Trustee, and to its successor or successors in
said trust, and to its and their assigns forever, all the properties of
the Company, now owned or hereafter acquired, wherever located, described
in the Indenture and not therein expressly excepted.
Together with all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid
property or any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Article XI of the
Indenture) the tolls, rents, revenues, issues, earnings, income, product
and profits thereof, and all the estate, right, title and interest and
claim whatsoever, at law as well as in equity, which the Company now has
or may hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
The Company does hereby agree and does hereby confirm and
reaffirm the agreement made by it in the Indenture, dated as of August 1,
1930, that all property, rights and franchises acquired by the Company
after the date of the Indenture, dated as of August 1, 1930 (except any
hereinafter expressly excepted), shall be as fully embraced within the
lien of the Indenture as if such property had been owned by the Company on
the date of the Indenture, dated as of August 1, 1930 and was specifically
described therein and conveyed thereby and does hereby confirm that the
Company will not cause or consent to a partition, whether voluntary or
through legal proceedings, of property, whether herein described or
heretofore or hereafter acquired, in
- 18 -
which its ownership shall be as a tenant in common except as permitted by
and in conformity with the provisions of the Indenture and particularly of
Article XI thereof.
Provided that the following are not and are not intended to be
now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are
hereby expressly excepted from the lien and operation of the Indenture,
viz.: cash, shares of stock and obligations (including bonds, notes and
other securities) not heretofore or hereafter specifically pledged, paid
or deposited or delivered under the Indenture or covenanted so to be.
To have and to hold all such properties, real, personal and
mixed, mortgaged, pledged or conveyed by the Company as aforesaid, or
intended so to be, unto the Trustee and its successors and assigns
forever.
In trust, nevertheless, upon the terms and trusts of the
Indenture for those who shall hold the bonds and coupons issued and to be
issued thereunder, or any of them, without preference, priority or
distinction as to lien of any of said bonds and coupons over any others
thereof by reason of priority in the time of the issue or negotiations
thereof, or otherwise howsoever, subject, however, to the provisions in
reference to extended, transferred or pledged coupons and claims for
interest set forth in the Indenture (and subject to any sinking funds that
may be hereafter created for the benefit of any particular series).
Provided, however, and these presents are upon the condition
that if the Company, its successors or assigns, shall pay or caused to be
paid, the principal of and interest on said bonds, at the times and in the
manner stipulated therein and herein, and shall keep, perform and observe
all and singular the covenants and promises in said bonds and in the
Indenture expressed to be kept, performed and observed by or on the part
of the Company, then this Supplemental Indenture and the estate and rights
hereby granted shall cease, determine and be void, otherwise to be and
remain in full force and effect.
It is hereby covenanted, declared and agreed, by the Company,
that all such bonds and coupons are to be issued, authenticated and
delivered, and that all property subject or to become subject hereto is to
be held, subject to the further covenants, conditions, uses and trusts in
the Indenture set forth, and the parties hereto mutually agree as follows:
SECTION 1. Bonds of Class A Series A shall mature on October 1,
2033, and shall be designated as the Company's "First Mortgage Bonds Class
A Series A of 2000 due 2033." Bonds of Class A Series B shall mature on
October 1, 2033, and shall be designated as the Company's "First Mortgage
Bonds Class A Series B of 2000 due 2033." Bonds of Class A Series C shall
mature on April 1, 2015, and shall be designated as the Company's "First
Mortgage Bonds Class A Series C of 2000 due 2015." Bonds of Class A Series
D shall mature on April 1, 2030, and shall be designated as the Company's
"First Mortgage Bonds Class A Series D of 2000 due 2030." Each bond of
the 2000 Class A Series shall bear interest from the Initial Interest
Accrual Date (as defined in the respective form of such bond hereinabove
set forth) at the rate from time to time borne by the series of the
General Mortgage Bonds referred to in said form; provided, however that in
-----------------
no event shall the rate of interest borne by the bonds of the 2000 Class A
Series exceed ten per centum per annum. Principal and interest on the
bonds of the 2000 Class A Series
- 19 -
shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for public and private debts,
at an office or agency of the Company in the Borough of Manhattan, The
City of New York, N.Y. or in the City of Akron, Ohio.
Definitive bonds of the 2000 Class A Series may be issued,
originally or otherwise, only as registered bonds, substantially in the
form of bond hereinbefore recited, and in the denominations of $1,000 and
any multiple thereof. Delivery of a bond of the 2000 Class A Series to the
Trustee for authentication shall be conclusive evidence that its serial
number has been duly approved by the Company.
The bonds of the 2000 Class A Series shall not be redeemable
prior to their maturity.
SECTION 2. Bonds of the 2000 Class A Series shall be deemed to
be paid and no longer outstanding under the Indenture to the extent that
General Mortgage Bonds to which they relate are paid or deemed to be paid
and are no longer outstanding and the Trustee has been notified to such
effect by the Company.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of, and interest, if any, on the bonds of the
2000 Class A Series as the same shall become due and payable shall have
been fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the General Mortgage,
signed by an authorized officer thereof, stating that any such principal
of or interest on the General Mortgage Bonds to which they relate has
become due and payable and has not been fully paid and specifying the
amount of funds required to make such payment.
SECTION 3. Bonds of the 2000 Class A Series may be transferred
by the registered owners thereof, in person or by attorney duly
authorized, at an office or agency of the Company in the Borough of
Manhattan, The City of New York, N.Y. or in the City of Akron, Ohio but
only in the manner and upon the conditions prescribed in the Indenture and
in the respective form of bond hereinbefore recited. Bonds of the 2000
Class A Series shall be exchangeable for other registered bonds of the
same series, in the manner and upon the conditions prescribed in the
Indenture, and in the form of bond hereinbefore recited, upon the
surrender of such bonds at said offices or agencies of the Company.
However, notwithstanding the provisions of Section 14 or 15 of the
Indenture, no charge shall be made upon any transfer or exchange of bonds
of said series other than for any tax or taxes or other governmental
charge required to be paid by the Company.
SECTION 4. The Company reserves the right, without any consent
or other action by holders of the bonds of the 2000 Class A Series, or any
subsequent series of bonds, to amend the Indenture by inserting the
following language as Section 115A immediately following current
Section 115 of the Indenture.
With the consent of the holders of not less than
sixty per centum (60%) in principal amount of the bonds at
the time outstanding or their attorneys-in-fact duly author-
ized, or, if the rights of the holders of one or more, but
not all, series then outstanding are affected, the consent
of the holders of not less than sixty per centum (60%) in
aggregate principal amount of the bonds at the time outstand-
ing of all affected
- 20 -
series, taken together, and not any other series, the
Company, when authorized by a resolution, and the
Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or modifying the
rights and obligations of the Company and the rights of the
holders of any of the bonds and coupons; provided, however,
that no such supplemental indenture shall (1) extend the
maturity of any of the bonds or reduce the rate or extend
the time of payment of interest thereon, or reduce the
amount of the principal thereof, or reduce any premium,
payable on the redemption thereof or change the coin or
currency in which any bond or interest thereon is payable,
without the consent of the holder of each bond so affected,
or (2) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien of this
Indenture, without the consent of the holders of all of the
bonds then outstanding, or (3) reduce the aforesaid
percentage of the principal amount of bonds the holders
of which are required to approve any such supplemental
indenture, without the consent of the holders of all the
bonds then outstanding. For the purposes of this Section,
bonds shall be deemed to be affected by a supplemental
indenture if such supplemental indenture adversely affects
or diminishes the right of holders thereof against the
Company or against its property.
Upon the written request of the Company,
accompanied by a resolution authorizing the execution
of any such supplemental indenture, and upon the filling
with the Trustee of evidence of the consent of bondholders
as aforesaid (the instrument or instruments evidencing such
consent to be dated within one year of such request), the
Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture
affects the Trustee's owns rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee
may in its discretion but shall not be obligated to enter
into such supplemental indenture. The Trustee shall be
entitled to receive and, subject to Section 102 of the
Indenture and Article Five of the Seventh Supplemental
Indenture, may rely upon an opinion of counsel as conclusive
evidence that any such supplemental indenture is authorized
or permitted by the provisions of this Section.
It shall not be necessary for the consent of the
bondholders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance
thereof.
The Company and the Trustee, if they so elect,
and either before or after such 60% or greater consent has
been obtained, may require the holder of any bond consenting
to the execution of any such supplemental indenture to submit
his bond to the Trustee or to such bank, banker or trust
company as may be designated by the Trustee for the purpose,
for the notation thereon of the fact that the holder of such
bond has consented to the execution of such supplemental
indenture, and in such case such notation, in form
satisfactory to the Trustee, shall be made upon all bonds so
submitted, and such bonds bearing such notation shall forth-
with be returned to the persons entitled thereto. All subse-
quent holders of bonds bearing such notation shall be deemed
to have consented to the execution of such supplemental
indenture, and consent, once given or deemed to be given,
may not be withdrawn.
- 21 -
Prior to the execution by the Company and the
Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Company shall publish a
notice, setting forth in general terms the substance of
such supplemental indenture, at least once in one daily
newspaper of general circulation in each city in which the
principal of any of the bonds shall be payable, or, if all
bonds outstanding shall be registered bonds without
coupons or coupon bonds registered as to principal, such
notice shall be sufficiently given if mailed, first class,
postage pre-paid, and registered if the Company so elects,
to each registered holder of bonds at the last address
of such holder appearing on the registry books, such
publication or mailing, as the case may be, to be made
not less than thirty days prior to such execution. Any
failure of the Company to give such notice, or any defect
therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.
SECTION 5. The Company reserves the right, without any consent
or other action by the holders of the bonds of the 2000 Class A Series, or
any subsequent series of bonds, to amend the Indenture by deleting the
phrase "sixty per centum (60%)" in Section 28 of the Indenture and
substituting therefor the phrase "seventy per centum (70%)" and by
deleting the phrase "One hundred sixty-six and two-thirds per cent. (166
2/3%)" in Sections 65 and 67 of the Indenture and substituting therefor
the phrase "One hundred and forty-two and eighty-six hundredths per cent.
(142.86%)".
SECTION 6. Except as herein otherwise expressly provided, no
duties, responsibilities or liabilities are assumed, or shall be construed
to be assumed, by the Trustee by reason of this Supplemental Indenture;
the Trustee shall not be responsible for the recitals herein or in the
bonds (except the Trustee's authentication certificate), all of which are
made by the Company solely; and this Supplemental Indenture is executed
and accepted by the Trustee, subject to all the terms and conditions set
forth in the Indenture, as fully to all intents and purposes as if the
terms and conditions of the Indenture were herein set forth at length.
SECTION 7. As supplemented by this Supplemental Indenture,
the Indenture is in all respects ratified and confirmed, and the Indenture
as herein defined, and this Supplemental Indenture, shall be read, taken
and construed as one and the same instrument.
SECTION 8. Nothing in this Supplemental Indenture contained
shall or shall be construed to confer upon any person other than a holder
of bonds issued under the Indenture, the Company and the Trustee any right
or interest to avail himself of any benefit under any provision of the
Indenture or of this Supplemental Indenture.
SECTION 9. This Supplemental Indenture may be simultaneously
executed in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
- 22 -
In Witness Whereof, Ohio Edison Company and The Bank of New York
have caused these presents to be executed in their respective names by
their respective Presidents or one of their Vice Presidents or Assistant
Vice Presidents and their respective seals to be hereunto affixed and
attested by their respective Secretaries or one of their Assistant
Secretaries or Assistant Treasurers, all as of the day and year first
above written.
Ohio Edison Company
By:
------------------------
[Seal]
Attest:
--------------------------
Signed, Sealed and Acknowledged on behalf of
Ohio Edison Company in the presence of:
- ---------------------------------
- ---------------------------------
The Bank of New York
By:
--------------------------
[Seal]
Attest:
--------------------------
Signed, Sealed and Acknowledged on behalf of
The Bank of New York in the presence of:
- ---------------------------------
- ---------------------------------
- 23 -
STATE OF OHIO )
: ss.:
COUNTY OF SUMMIT )
On the __ day of _______________, 2000, personally appeared
before me, a Notary Public in and for the said County and State aforesaid,
_______________ and ________________, to me known and known to me to be a
_______________ and _______________, respectively, of OHIO EDISON COMPANY,
the corporation which executed the foregoing instrument, and who severally
acknowledged that they did sign and seal such instrument as such
_______________ and _______________, respectively, of OHIO EDISON COMPANY,
the same is their free act and deed and the free and corporate act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the __
day of ___________, 2000.
_______________________________
[SEAL]
STATE OF OHIO )
: ss.:
COUNTY OF SUMMIT )
On the __ day of September, 2000, before me personally came
_______________, to me known, who, being by me duly sworn, did dispose and
say that he resides at _______________; that he is a _______________ of
OHIO EDISON COMPANY, one of the corporations described in and which
executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said corporation, and
that he signed his name thereto by like order.
_______________________________
[Notary Public]
[SEAL]
- 24 -
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __ day of _______________, 2000, personally appeared
before me, a Notary Public in and for the said County and State aforesaid,
_______________ and _______________, to me known and known to me to be a
_______________ and _______________, respectively, of The Bank of New
York, the corporation which executed the foregoing instrument, and who
severally acknowledged that they did sign and seal such instrument as such
_______________ and _______________ for and on behalf of said corporation
and that the same is their free act and deed and the free and corporation
act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the __
day of _______________, 2000.
_______________________________
[Notary Public]
[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __ day of _______________, 2000, before me personally
came _______________, to me known, who, being by me duly sworn, did
dispose and say that she resides at _______________; that she is a
_______________ of THE BANK OF NEW YORK, one of the parties described in
and which executed the above instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.
_______________________________
[Notary Public]
[SEAL]
- 25 -
The Bank of New York hereby certifies that its precise name and
address as Trustee hereunder are:
The Bank of New York
101 Barclay Street
City, County and State of New York 10286
The Bank of New York
By:
-----------------------------
[Assistant Treasurer]
- 26 -