-----------------------------------------------------
OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
----------------
FOURTH SUPPLEMENTAL INDENTURE
Providing among other things for
General Mortgage Bonds
Pledge Series A of 2000 due 2033
Pledge Series B of 2000 due 2033
Pledge Series C of 2000 due 2015
Pledge Series D of 2000 due 2030
----------------
Dated as of April 1, 2000
-----------------------------------------------------
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 corporation organized and existing under the
laws of the State of New York, as Trustee under the Indenture hereinafter
referred to, party of the second part.
Whereas, the Company has heretofore executed and delivered to
The Bank of New York, as Trustee (hereinafter called the "Trustee"), a
certain General Mortgage Indenture and Deed of Trust, dated as of January
1, 1998 (the "Original Indenture"), to secure bonds of the Company, issued
and to be issued in series, from time to time, in the manner and subject
to the conditions set forth in the Original Indenture, which Original
Indenture, as heretofore and as hereby further supplemented is hereinafter
referred to as the "Indenture";
Whereas, the Company has entered into a Waste Water Facilities
and Solid Waste Facilities Loan Agreement dated as of April 1, 2000 (the
"Water Loan Agreement"), with the Ohio Water Development Authority (the
"Water Authority") pursuant to which the Water Authority will issue
$44,800,000 aggregate principal amount of the State of Ohio Pollution
Control Revenue Refunding Bonds (Ohio Edison Company Project) Series 2000-
A (the "Water Bonds") under the Indenture of Trust, dated as of April 1,
2000 (the "Water Indenture"), between the Water Authority and The Bank of
New York, as Trustee (the "Authority Trustee"), in order to provide funds
to loan to the Company for the purpose of paying a portion of the cost of
refunding the State of Ohio Pollution Control Revenue Refunding Bonds 1988
Series A (Ohio Edison Company Project), which were issued to finance a
portion of the cost of acquiring, constructing and installing certain
water pollution control and solid waste disposal facilities at the Perry
Nuclear Power Plant in Lake County, Ohio;
Whereas, the Company has entered into an Air Quality Facilities
Loan Agreement dated as of April 1, 2000 (the "Series 2000-A Air Loan
Agreement"), with the Ohio Air Quality Development Authority (the "Air
Authority") pursuant to which the Air Authority will issue $12,300,000
aggregate principal amount of the State of Ohio Pollution Control Revenue
Refunding Bonds (Ohio Edison Company Project) Series 2000-A (the "Series
2000-A Air Bonds") under the Indenture of Trust, dated as of April 1, 2000
(the "Series 2000-A Air Indenture"), between the Air Authority and The
Bank of New York, as Trustee (the "Authority Trustee"), in order to
provide funds to loan to the Company for the purpose of paying a portion
of the cost of refunding the State of Ohio Pollution Control Revenue
Refunding Bonds 1988 Series B (Ohio Edison Company Project), which were
issued to finance a portion of the cost of acquiring, constructing and
installing certain air pollution control facilities at the Perry Nuclear
Power Plant in Lake County, Ohio;
Whereas, the Company has entered into an Air Quality Facilities
Loan Agreement dated as of April 1, 2000 (the "Series 2000-B Air Loan
Agreement", and, with the Series 2000-A Air Loan Agreement, the "Air Loan
Agreements"), with the Ohio Air Quality Development Authority (the "Air
Authority") pursuant to which the Air Authority will issue $19,000,000
aggregate principal amount of the State of Ohio Pollution Control Revenue
- 2 -
Refunding Bonds (Ohio Edison Company Project) Series 2000-B (the "Series
2000-B Air Bonds", and, with the Series 2000-A Air Bonds, the "Air Bonds")
under the Indenture of Trust, dated as of April 1, 2000 (the "Series 2000-
B Air Indenture", and, with the Series 2000-A Air Indenture, the "Air
Indentures"), between the Air Authority and The Bank of New York, as
Trustee (the "Authority Trustee"), in order to provide funds to loan to
the Company for the purpose of paying a portion of the cost of refunding
the State of Ohio Pollution Control Revenue Refunding Bonds 1988 Series B
(Ohio Edison Company Project), which were issued to assist the Company in
redeeming a corresponding principal amount of bonds previously issued to
finance a portion of the cost of the Company's interest in certain air
pollution control facilities at the Niles, R.E. Burger and W.H. Sammis
Electric Generating Plants;
Whereas, the Company has entered into a Pollution Control
Facilities Loan Agreement dated as of April 1, 2000 (the "Pennsylvania
Loan Agreement", and, with the Water Loan Agreement and the Air Loan
Agreements, the "Loan Agreements"), with the Beaver County Industrial
Development Authority (the "Pennsylvania Authority") pursuant to which the
Pennsylvania Authority will issue $60,400,000 aggregate principal amount
of the Pollution Control Revenue Refunding Bonds (Ohio Edison Company
Project) Series 2000-A (the "Pennsylvania Bonds", and, along with the
Water Bonds and the Air Bonds, the "Authority Bonds") under the Indenture
of Trust, dated as of April 1, 2000 (the "Pennsylvania Indenture", and,
with the Water Indenture and the Air Indentures, the "Authority
Indentures"), between the Pennsylvania Authority and The Bank of New York,
as Trustee (the "Authority Trustee"), in order to provide funds to loan to
the Company for the purpose of paying a portion of the cost of refunding
the Pollution Control Revenue Refunding Bonds 1990 Series A (Ohio Edison
Company Mansfield Project) and the Pollution Control Revenue Refunding
Bonds 1992 Series A (Ohio Edison Company Mansfield Project), which were
issued to assist the Company in the refinancing of the Company's portion
of the cost of acquisition and construction of certain air and water
pollution control facilities and sewage or solid waste disposal facilities
at the Bruce Mansfield Plant in Shippingport, Pennsylvania;
Whereas, in conjunction with the issuance of each of the Water
Bonds, the Series 2000-A Air Bonds, the Series 2000-B Air Bonds and the
Pennsylvania Bonds, the Company has entered into an Insurance Agreement
(each, an "Insurance Agreement"), dated as of April 1, 2000, between the
Company and Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance corporation (the "Insurer"), under which the Insurer has agreed
to issue a municipal bond insurance policy (each, a "Policy") in favor of
the applicable Authority Bonds and the Company has agreed to deliver to
the Insurer a series of General Mortgage Bonds as security for the
Insurer's payment of the amounts due under the applicable Policy;
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 consisting of $44,800,000 in
principal amount, to be designated as "Mortgage Bonds, Pledge Series A of
2000 due 2033" (hereinafter sometimes referred to as the "bonds of Pledge
Series A"), $12,300,000 in principal amount, to be designated as "Mortgage
Bonds, Pledge Series B of 2000 due 2033" (hereinafter sometimes referred
to as the "bonds of Pledge Series B"), $19,000,000 in principal amount, to
be designated as "Mortgage Bonds, Pledge Series C of 2000 due 2015"
(hereinafter sometimes referred to as the "bonds of Pledge Series C") and
- 3 -
$60,400,000 in principal amount, to be designated as "Mortgage Bonds,
Pledge Series D of 2000 due 2030" (hereinafter sometimes referred to as
the "bonds of Pledge Series D", and, with the bonds of Pledge Series A,
the bonds of Pledge Series B and the bonds of Pledge Series C, the "bonds
of the 2000 Pledge 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 form and have the terms and
provisions provided for in this Supplemental Indenture and set forth in
the form of such bonds below; and
Whereas, the definitive registered bonds without coupons of the
2000 Pledge 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 Pledge Series A]
[Face]
This Bond is not transferable except to a successor to Ambac Assurance
Corporation under the Insurance Agreement, dated as of April 1, 2000,
between the Company and Ambac Assurance Corporation, or in connection with
the exercise of the rights and remedies of the Holder hereof consequent
upon an "Event of Default" as defined in the Indenture referred to herein.
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation (the "Insurer"), 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, New York 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 Interest Payment Date (as defined herein) next preceding the date of
this bond unless the date hereof is prior to the first Interest Payment
Date for the bonds of this series, in which case from April 3, 2000 (the
date of original issuance of the bonds of this series) (or, if this bond
is dated between the Record Date (as defined herein) for any Interest
Payment Date and such Interest Payment Date, then from such Interest
Payment Date), at the rate from time to time borne by the State of Ohio
Pollution Control Revenue Refunding Bonds (Ohio Edison Company Project)
Series 2000-A (the "Authority Bonds") issued by the Ohio Water Development
Authority (the "Authority") under the Indenture of Trust, dated as of
April 1, 2000 (the "Authority Indenture"), between the
- 4 -
Authority and The Bank of New York, as trustee (the "Authority Trustee");
provided, however, that in no event shall the rate of interest borne by
the Bonds of this series exceed 10% per annum. Payments of principal of
and interest on this bond shall be made at an office or agency of the
Company in the Borough of Manhattan, The City of New York, New York or in
the City of Akron, Ohio.
The interest so payable on any Interest Payment Date will,
subject to certain exceptions in the Indenture hereinafter mentioned, be
paid to the person in whose name this bond is registered at the close of
business on the Record Date. As used herein, "Interest Payment Date" and
"Record Date" shall mean an Interest Payment Date and Record Date,
respectively, as defined in the Authority Bonds.
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
------------------------
Name:
Title:
Attest:
- ----------------------------
Name:
Title:
- 5 -
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This is one of the bonds of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee,
By
------------------------
Authorized Signatory
[Form of Bond of Pledge Series A]
[Reverse]
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any money, obligations or other instruments,
or earnings thereon, deposited with the Trustee or sinking fund
established in accordance with the provisions of the Indenture hereinafter
mentioned for the bonds of any particular series) by a General Mortgage
Indenture and Deed of Trust, dated as of January 1, 1998, executed by the
Company to The Bank of New York, as Trustee, as supplemented by indentures
supplemental thereto, to which Indenture as so 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.
The bonds of this series are issued and to be issued in order to
provide security to the Insurer in connection with its issuance of a
municipal bond insurance policy (the "Policy") in favor of the holder of
the Authority Bonds pursuant to the Insurance Agreement (the "Insurance
Agreement") dated as of April 1, 2000 between the Insurer and the Company.
In order to provide monies to fund a loan made by the Authority to the
Company pursuant to a Waste Water Facilities and Solid Waste Facilities
Loan Agreement dated as of April 1, 2000 between the Authority and the
Company (the "Loan Agreement"), the Authority has issued the Authority
Bonds under and pursuant to the Authority Indenture. Payments made by the
Company of principal and interest on the bonds of this series are intended
to be sufficient to reimburse the Insurer for any payments of principal
and interest made by the Insurer on the Authority Bonds pursuant to the
Policy.
The bonds of this series are not transferable except (i) as
required to effect an assignment to a successor of the Insurer under the
Insurance Agreement or (ii) in compliance with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company.
The Company's obligation to make payments with respect to the
principal of and/or interest on the bonds of this series shall be fully or
partially satisfied and discharged to the extent that, at the time any
such payment shall be due, the corresponding amount then due of principal
of and/or interest on the Authority Bonds shall have been fully or
partially paid (other than by the application of the proceeds of any
payment by the Insurer under the Policy), as the case may be, or there
shall have been deposited with the Authority Trustee pursuant to the
Authority Indenture trust funds sufficient under such indenture to fully
or partially pay, as the case may be, the corresponding amount then due of
principal of and/or interest on the Authority Bonds (other than by the
application of the proceeds of any payment by the Insurer under the
Policy). Notwithstanding anything contained herein or in the Indenture to
the contrary, the Company shall be obligated to make payments with respect
to the principal of and/or interest on the bonds of this series only to
the extent that the Insurer has made a payment with respect to the
Authority Bonds under the Policy.
Upon payment of the principal of and interest due on the
Authority Bonds, whether at maturity or prior to maturity by acceleration,
redemption or otherwise, or upon provision for the payment thereof having
been made in accordance with the Authority Indenture (other than by the
application of the proceeds of any payment by the Insurer under the
Policy), the bonds of this series in a principal amount equal to the
principal amount of Authority Bonds so paid or for which such provision
for payment has been made shall be deemed fully paid, satisfied and
discharged and the obligations of the Company thereunder shall be
terminated and such bonds of this series shall be surrendered to and
canceled by the Trustee. From and after the Release Date (as defined in
the Insurance Agreement), the bonds of this series shall be deemed fully
paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated. On the Release Date, the bonds of this
series shall be surrendered to and canceled by the Trustee.
The bonds of this series are subject to mandatory redemption, in
whole or in part, as the case may be, on each date that Authority Bonds
are to be redeemed. The principal amount of the Bonds of this series to
be redeemed on any such date shall be equal to the principal amount of
Authority Bonds called for redemption on that date. All redemptions of
bonds of this series shall be at 100% of the principal amount thereof,
plus accrued interest to the redemption date.
- 7 -
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 an Event of Default as in the Indenture provided.
No recourse shall be had for the payment of the principal of or
premium, or interest if any, on this bond, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against any incorporator, stockholder,
officer or director, as such, past, present or future of the Company or of
any predecessor or successor corporation, either directly or through the
Company or a predecessor or successor corporation, whether by virtue of
any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
of incorporators, stockholders, officers and directors being released by
the registered owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond, subject to the limitations with regard thereto in the
Authority Indenture and herein, is transferable as prescribed in the
Indenture by the registered owner hereof, in person or by attorney duly
authorized, at an office or agency of the Company, in the Borough of
Manhattan, The City of New York, New York or in the City of Akron, Ohio,
upon surrender and cancellation of this bond and thereupon a new
registered bond or bonds of the same series for a like principal amount,
in authorized denominations, will be issued to the transferee in exchange
therefor, as provided in the Indenture, and upon payment, if the Company
shall require it, of the transfer charges therein prescribed. The Company
and the Trustee may deem and treat the person in whose name this bond is
registered as the absolute owner for the purpose of receiving payment of
or on account of the principal and interest due hereon and for all other
purposes. 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.
[End of Form of Bond of Pledge Series A]
[Form of Bond of Pledge Series B]
[Face]
This Bond is not transferable except to a successor to Ambac Assurance
Corporation under the Insurance Agreement, dated as of April 1, 2000,
between the Company and Ambac Assurance Corporation, or in connection with
the exercise of the rights and remedies of the Holder hereof consequent
upon an "Event of Default" as defined in the Indenture referred to herein.
- 8 -
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation (the "Insurer"), 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, New York 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 Interest Payment Date (as defined herein) next preceding the date of
this bond unless the date hereof is prior to the first Interest Payment
Date for the bonds of this series, in which case from April 3, 2000 (the
date of original issuance of the bonds of this series) (or, if this bond
is dated between the Record Date (as defined herein) for any Interest
Payment Date and such Interest Payment Date, then from such Interest
Payment Date), at the rate from time to time borne by the State of Ohio
Pollution Control Revenue Refunding Bonds (Ohio Edison Company Project)
Series 2000-A (the "Authority Bonds") issued by the Ohio Air Quality
Development Authority (the "Authority") under the Indenture of Trust,
dated as of April 1, 2000 (the "Authority Indenture"), between the
Authority and The Bank of New York, as trustee (the "Authority Trustee");
provided, however, that in no event shall the rate of interest borne by
the Bonds of this series exceed 10% per annum. Payments of principal of
and interest on this bond shall be made at an office or agency of the
Company in the Borough of Manhattan, The City of New York, New York or in
the City of Akron, Ohio.
The interest so payable on any Interest Payment Date will,
subject to certain exceptions in the Indenture hereinafter mentioned, be
paid to the person in whose name this bond is registered at the close of
business on the Record Date. As used herein, "Interest Payment Date" and
"Record Date" shall mean an Interest Payment Date and Record Date,
respectively, as defined in the Authority Bonds.
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.
- 9 -
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
----------------------
Name:
Title:
Attest:
- ----------------------------
Name:
Title:
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This is one of the bonds of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee,
By
-------------------------
Authorized Signatory
- 10 -
[Form of Bond of Pledge Series B]
[Reverse]
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any money, obligations or other instruments,
or earnings thereon, deposited with the Trustee or sinking fund
established in accordance with the provisions of the Indenture hereinafter
mentioned for the bonds of any particular series) by a General Mortgage
Indenture and Deed of Trust, dated as of January 1, 1998, executed by the
Company to The Bank of New York, as Trustee, as supplemented by indentures
supplemental thereto, to which Indenture as so 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.
The bonds of this series are issued and to be issued in order to
provide security to the Insurer in connection with its issuance of a
municipal bond insurance policy (the "Policy") in favor of the holders of
the Authority Bonds pursuant to the Insurance Agreement (the "Insurance
Agreement") dated as of April 1, 2000 between the Insurer and the Company.
In order to provide monies to fund a loan made by the Authority to the
Company pursuant to an Air Quality Facilities Loan Agreement dated as of
April 1, 2000 between the Authority and the Company (the "Loan
Agreement"), the Authority has issued the Authority Bonds under and
pursuant to the Authority Indenture. Payments made by the Company of
principal and interest on the bonds of this series are intended to be
sufficient to reimburse the Insurer for any payments of principal and
interest made by the Insurer on the Authority Bonds pursuant to the
Policy.
The bonds of this series are not transferable except (i) as
required to effect an assignment to a successor of the Insurer under the
Insurance Agreement or (ii) in compliance with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company.
The Company's obligation to make payments with respect to the
principal of and/or interest on the bonds of this series shall be fully or
partially satisfied and discharged to the extent that, at the time any
such payment shall be due, the corresponding amount then due of principal
of and/or interest on the Authority Bonds shall have been fully or
partially paid (other than by the application of the proceeds of any
payment by the Insurer under the Policy), as the case may be, or there
shall have been deposited with the Authority Trustee pursuant to the
Authority Indenture trust funds sufficient under such indenture to fully
or partially pay, as the case may be, the corresponding amount then due of
principal of and/or interest on the Authority
- 11 -
Bonds (other than by the application of the proceeds of any payment by the
Insurer under the Policy). Notwithstanding anything contained herein or in
the Indenture to the contrary, the Company shall be obligated to make
payments with respect to the principal of and/or interest on the bonds of
this series only to the extent that the Insurer has made a payment with
respect to the Authority Bonds under the Policy.
Upon payment of the principal of and interest due on the
Authority Bonds, whether at maturity or prior to maturity by acceleration,
redemption or otherwise, or upon provision for the payment thereof having
been made in accordance with the Authority Indenture (other than by the
application of the proceeds of any payment by the Insurer under the
Policy), the bonds of this series in a principal amount equal to the
principal amount of Authority Bonds so paid or for which such provision
for payment has been made shall be deemed fully paid, satisfied and
discharged and the obligations of the Company thereunder shall be
terminated and such bonds of this series shall be surrendered to and
canceled by the Trustee. From and after the Release Date (as defined in
the Insurance Agreement), the bonds of this series shall be deemed fully
paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated. On the Release Date, the bonds of this
series shall be surrendered to and canceled by the Trustee.
The bonds of this series are subject to mandatory redemption, in
whole or in part, as the case may be, on each date that Authority Bonds
are to be redeemed. The principal amount of the Bonds of this series to be
redeemed on any such date shall be equal to the principal amount of
Authority Bonds called for redemption on that date. All redemptions of
bonds of this series shall be at 100% of the principal amount thereof,
plus accrued interest to the redemption date.
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 an Event of Default as in the Indenture provided.
No recourse shall be had for the payment of the principal of or
premium, or interest if any, on this bond, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against any incorporator, stockholder,
officer or director, as such, past, present or future of the Company or of
any predecessor or successor corporation, either directly or through the
Company or a predecessor or successor corporation, whether by virtue of
any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
of incorporators, stockholders, officers and directors being released by
the registered owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond, subject to the limitations with regard thereto in the
Authority Indenture and herein, is transferable as prescribed in the
Indenture by the registered owner hereof, in person or by attorney duly
authorized, at an office or agency of the Company, in the Borough of
Manhattan, The City of New York, New York or in
- 12 -
the City of Akron, Ohio, upon surrender and cancellation of this bond and
thereupon a new registered bond or bonds of the same series for a like
principal amount, in authorized denominations, will be issued to the
transferee in exchange therefor, as provided in the Indenture, and upon
payment, if the Company shall require it, of the transfer charges therein
prescribed. The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner for the purpose
of receiving payment of or on account of the principal and interest due
hereon and for all other purposes. 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.
[End of Form of Bond of Pledge Series B]
[Form of Bond of Pledge Series C]
[Face]
This Bond is not transferable except to a successor to Ambac Assurance
Corporation under the Insurance Agreement, dated as of April 1, 2000,
between the Company and Ambac Assurance Corporation, or in connection with
the exercise of the rights and remedies of the Holder hereof consequent
upon an "Event of Default" as defined in the Indenture referred to herein.
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation (the "Insurer"), or registered assigns, Nineteen Million
Dollars at an office or agency of the Company in the Borough of Manhattan,
The City of New York, New York or in the City of Akron, Ohio, on 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 Interest Payment Date (as defined
herein) next preceding the date of this bond unless the date hereof is
prior to the first Interest Payment Date for the bonds of this series, in
which case from April 3, 2000 (the date of original issuance of the bonds
of this series) (or, if this bond is dated between the Record Date (as
defined herein) for any Interest Payment Date and such Interest Payment
Date, then from such Interest Payment Date), at the rate from time to time
borne by the State of Ohio Pollution Control Revenue Refunding Bonds (Ohio
Edison Company Project) Series 2000-B (the "Authority Bonds") issued by
the Ohio Air Quality Development Authority (the "Authority") under the
Indenture of Trust, dated as of April 1, 2000 (the "Authority Indenture"),
between the Authority and The Bank of New York, as trustee (the
- 13 -
"Authority Trustee"); provided, however, that in no event shall the rate
-----------------
of interest borne by the Bonds of this series exceed 10% per annum.
Payments of principal of and interest on this bond shall be made at an
office or agency of the Company in the Borough of Manhattan, The City of
New York, New York or in the City of Akron, Ohio.
The interest so payable on any Interest Payment Date will,
subject to certain exceptions in the Indenture hereinafter mentioned, be
paid to the person in whose name this bond is registered at the close of
business on the Record Date. As used herein, "Interest Payment Date" and
"Record Date" shall mean an Interest Payment Date and Record Date,
respectively, as defined in the Authority Bonds.
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
------------------------
Name:
Title:
Attest:
- ----------------------------
Name:
Title:
- 14 -
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This is one of the bonds of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee,
By
------------------------
Authorized Signatory
[Form of Bond of Pledge Series C]
[Reverse]
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any money, obligations or other instruments,
or earnings thereon, deposited with the Trustee or sinking fund
established in accordance with the provisions of the Indenture hereinafter
mentioned for the bonds of any particular series) by a General Mortgage
Indenture and Deed of Trust, dated as of January 1, 1998, executed by the
Company to The Bank of New York, as Trustee, as supplemented by indentures
supplemental thereto, to which Indenture as so 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.
The bonds of this series are issued and to be issued in order to
provide security to the Insurer in connection with its issuance of a
municipal bond insurance policy (the "Policy") in favor of the holders of
the Authority Bonds pursuant to the Insurance Agreement (the "Insurance
Agreement") dated as of April 1, 2000 between the Insurer and the Company.
In order to provide monies to fund a loan made by the Authority to the
Company pursuant to an Air Quality Facilities Loan Agreement dated as of
April 1, 2000 between the Authority and the Company
- 15 -
(the "Loan Agreement"), the Authority has issued the Authority Bonds under
and pursuant to the Authority Indenture. Payments made by the Company of
principal and interest on the bonds of this series are intended to be
sufficient to reimburse the Insurer for any payments of principal and
interest made by the Insurer on the Authority Bonds pursuant to the
Policy.
The bonds of this series are not transferable except (i) as
required to effect an assignment to a successor of the Insurer under the
Insurance Agreement or (ii) in compliance with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company.
The Company's obligation to make payments with respect to the
principal of and/or interest on the bonds of this series shall be fully or
partially satisfied and discharged to the extent that, at the time any
such payment shall be due, the corresponding amount then due of principal
of and/or interest on the Authority Bonds shall have been fully or
partially paid (other than by the application of the proceeds of any
payment by the Insurer under the Policy), as the case may be, or there
shall have been deposited with the Authority Trustee pursuant to the
Authority Indenture trust funds sufficient under such indenture to fully
or partially pay, as the case may be, the corresponding amount then due of
principal of and/or interest on the Authority Bonds (other than by the
application of the proceeds of any payment by the Insurer under the
Policy). Notwithstanding anything contained herein or in the Indenture to
the contrary, the Company shall be obligated to make payments with respect
to the principal of and/or interest on the bonds of this series only to
the extent that the Insurer has made a payment with respect to the
Authority Bonds under the Policy.
Upon payment of the principal of and interest due on the
Authority Bonds, whether at maturity or prior to maturity by acceleration,
redemption or otherwise, or upon provision for the payment thereof having
been made in accordance with the Authority Indenture (other than by the
application of the proceeds of any payment by the Insurer under the
Policy), the bonds of this series in a principal amount equal to the
principal amount of Authority Bonds so paid or for which such provision
for payment has been made shall be deemed fully paid, satisfied and
discharged and the obligations of the Company thereunder shall be
terminated and such bonds of this series shall be surrendered to and
canceled by the Trustee. From and after the Release Date (as defined in
the Insurance Agreement), the bonds of this series shall be deemed fully
paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated. On the Release Date, the bonds of this
series shall be surrendered to and canceled by the Trustee.
The bonds of this series are subject to mandatory redemption, in
whole or in part, as the case may be, on each date that Authority Bonds
are to be redeemed. The principal amount of the Bonds of this series to be
redeemed on any such date shall be equal to the principal amount of
Authority Bonds called for redemption on that date. All redemptions of
bonds of this series shall be at 100% of the principal amount thereof,
plus accrued interest to the redemption date.
- 16 -
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 an Event of Default as in the Indenture provided.
No recourse shall be had for the payment of the principal of or
premium, or interest if any, on this bond, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against any incorporator, stockholder,
officer or director, as such, past, present or future of the Company or of
any predecessor or successor corporation, either directly or through the
Company or a predecessor or successor corporation, whether by virtue of
any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
of incorporators, stockholders, officers and directors being released by
the registered owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond, subject to the limitations with regard thereto in the
Authority Indenture and herein, is transferable as prescribed in the
Indenture by the registered owner hereof, in person or by attorney duly
authorized, at an office or agency of the Company, in the Borough of
Manhattan, The City of New York, New York or in the City of Akron, Ohio,
upon surrender and cancellation of this bond and thereupon a new
registered bond or bonds of the same series for a like principal amount,
in authorized denominations, will be issued to the transferee in exchange
therefor, as provided in the Indenture, and upon payment, if the Company
shall require it, of the transfer charges therein prescribed. The Company
and the Trustee may deem and treat the person in whose name this bond is
registered as the absolute owner for the purpose of receiving payment of
or on account of the principal and interest due hereon and for all other
purposes. 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.
[End of Form of Bond of Pledge Series C]
[Form of Bond of Pledge Series D]
[Face]
This Bond is not transferable except to a successor to Ambac Assurance
Corporation under the Insurance Agreement, dated as of April 1, 2000,
between the Company and Ambac Assurance Corporation, or in connection with
the exercise of the rights and remedies of the Holder hereof consequent
upon an "Event of Default" as defined in the Indenture referred to herein.
- 17 -
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation (the "Insurer"), 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, New York 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 Interest
Payment Date (as defined herein) next preceding the date of this bond
unless the date hereof is prior to the first Interest Payment Date for the
bonds of this series, in which case from April 3, 2000 (the date of
original issuance of the bonds of this series) (or, if this bond is dated
between the Record Date (as defined herein) for any Interest Payment Date
and such Interest Payment Date, then from such Interest Payment Date), at
the rate from time to time borne by the Pollution Control Revenue
Refunding Bonds (Ohio Edison Company Project) Series 2000-A (the
"Authority Bonds") issued by the Beaver County Industrial Development
Authority (the "Authority") under the Indenture of Trust, dated as of
April 1, 2000 (the "Authority Indenture"), between the Authority and The
Bank of New York, as trustee (the "Authority Trustee"); provided, however,
that in no event shall the rate of interest borne by the Bonds of this
series exceed 10% per annum. Payments of principal of and interest on this
bond shall be made at an office or agency of the Company in the Borough of
Manhattan, The City of New York, New York or in the City of Akron, Ohio.
The interest so payable on any Interest Payment Date will,
subject to certain exceptions in the Indenture hereinafter mentioned, be
paid to the person in whose name this bond is registered at the close of
business on the Record Date. As used herein, "Interest Payment Date" and
"Record Date" shall mean an Interest Payment Date and Record Date,
respectively, as defined in the Authority Bonds.
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
- 18 -
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
-----------------------
Name:
Title:
Attest:
- ---------------------------
Name:
Title:
[Form of Trustee's Authentication Certificate]
Trustee's Authentication Certificate
This is one of the bonds of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee,
By
-------------------------
Authorized Signatory
- 19 -
[Form of Bond of Pledge Series D]
[Reverse]
OHIO EDISON COMPANY
Mortgage Bond, Pledge 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 Mortgage Bonds of the
series designated in its title, all issued and to be issued under and
equally secured (except as to any money, obligations or other instruments,
or earnings thereon, deposited with the Trustee or sinking fund
established in accordance with the provisions of the Indenture hereinafter
mentioned for the bonds of any particular series) by a General Mortgage
Indenture and Deed of Trust, dated as of January 1, 1998, executed by the
Company to The Bank of New York, as Trustee, as supplemented by indentures
supplemental thereto, to which Indenture as so 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.
The bonds of this series are issued and to be issued in order to
provide security to the Insurer in connection with its issuance of a
municipal bond insurance policy (the "Policy") in favor of the holders of
the Authority Bonds pursuant to the Insurance Agreement (the "Insurance
Agreement") dated as of April 1, 2000 between the Insurer and the Company.
In order to provide monies to fund a loan made by the Authority to the
Company pursuant to a Pollution Control Facilities Loan Agreement dated as
of April 1, 2000 between the Authority and the Company (the "Loan
Agreement"), the Authority has issued the Authority Bonds under and
pursuant to the Authority Indenture. Payments made by the Company of
principal and interest on the bonds of this series are intended to be
sufficient to reimburse the Insurer for any payments of principal and
interest made by the Insurer on the Authority Bonds pursuant to the
Policy.
The bonds of this series are not transferable except (i) as
required to effect an assignment to a successor of the Insurer under the
Insurance Agreement or (ii) in compliance with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company.
The Company's obligation to make payments with respect to the
principal of and/or interest on the bonds of this series shall be fully or
partially satisfied and discharged to the extent that, at the time any
such payment shall be due, the corresponding amount then due of principal
of and/or interest on the Authority Bonds shall have been fully or
partially paid (other than by the application of the proceeds of any
payment by the Insurer under the Policy), as the case may be, or there
shall have been deposited with the Authority Trustee pursuant to the
Authority Indenture trust funds sufficient under such indenture to fully
or partially pay, as the case may be, the corresponding amount then due of
principal of and/or interest on the Authority
- 20 -
Bonds (other than by the application of the proceeds of any payment by the
Insurer under the Policy). Notwithstanding anything contained herein or in
the Indenture to the contrary, the Company shall be obligated to make
payments with respect to the principal of and/or interest on the bonds of
this series only to the extent that the Insurer has made a payment with
respect to the Authority Bonds under the Policy.
Upon payment of the principal of and interest due on the
Authority Bonds, whether at maturity or prior to maturity by acceleration,
redemption or otherwise, or upon provision for the payment thereof having
been made in accordance with the Authority Indenture (other than by the
application of the proceeds of any payment by the Insurer under the
Policy), the bonds of this series in a principal amount equal to the
principal amount of Authority Bonds so paid or for which such provision
for payment has been made shall be deemed fully paid, satisfied and
discharged and the obligations of the Company thereunder shall be
terminated and such bonds of this series shall be surrendered to and
canceled by the Trustee. From and after the Release Date (as defined in
the Insurance Agreement), the bonds of this series shall be deemed fully
paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated. On the Release Date, the bonds of this
series shall be surrendered to and canceled by the Trustee.
The bonds of this series are subject to mandatory redemption, in
whole or in part, as the case may be, on each date that Authority Bonds
are to be redeemed. The principal amount of the Bonds of this series to be
redeemed on any such date shall be equal to the principal amount of
Authority Bonds called for redemption on that date. All redemptions of
bonds of this series shall be at 100% of the principal amount thereof,
plus accrued interest to the redemption date.
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 Event of Default as in the Indenture
provided.
No recourse shall be had for the payment of the principal of or
premium, or interest if any, on this bond, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against any incorporator, stockholder,
officer or director, as such, past, present or future of the Company or of
any predecessor or successor corporation, either directly or through the
Company or a predecessor or successor corporation, whether by virtue of
any Constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
of incorporators, stockholders, officers and directors being released by
the registered owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Indenture.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond, subject to the limitations with regard thereto in the
Authority Indenture and herein, is transferable as prescribed in the
Indenture by the registered owner hereof, in person or by attorney duly
authorized, at an office or agency of the Company, in the Borough of
Manhattan, The City of New York, New York or in
- 21 -
the City of Akron, Ohio, upon surrender and cancellation of this bond and
thereupon a new registered bond or bonds of the same series for a like
principal amount, in authorized denominations, will be issued to the
transferee in exchange therefor, as provided in the Indenture, and upon
payment, if the Company shall require it, of the transfer charges therein
prescribed. The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner for the purpose
of receiving payment of or on account of the principal and interest due
hereon and for all other purposes. 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.
[End of Form of Bond of Pledge Series D]
and
Whereas, all things necessary to make the bonds of the 2000
Pledge 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 has in all respects been duly authorized; and
Whereas, the Company deems it advisable to enter into this
Supplemental Indenture for the purposes of describing the bonds of the
2000 Pledge Series and establishing the respective forms, terms and
provisions thereof, as provided and contemplated by sections 2.01(a) and
3.01(b) of the Indenture, and the Company has requested and hereby
requests the Trustee to join in the execution of this Supplemental
Indenture;
Now, therefore, It is hereby covenanted, declared and agreed, by
and between the Company and the Trustee, that all such bonds of the 2000
Pledge Series are to be issued, authenticated and delivered, subject to
this Supplemental Indenture, and 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 the 2000 Pledge Series shall mature on the
date set forth in the respective form of bond relating thereto
hereinbefore set forth and, subject to the provisions of said form, shall
bear interest at the rate from time to time borne by the applicable
Authority Bonds; provided, however, that in no event shall the rate of
-----------------
interest borne by any bonds of the 2000 Pledge Series exceed 10% per
annum. Such interest shall be payable as set forth in said forms of bond
of the 2000 Pledge Series, and such bonds of said series shall be
designated as hereinbefore in the seventh Whereas clause set forth. Both
principal of and interest on said bonds shall be payable, to the extent
specified in the respective form of bond hereinabove set forth, in any
coin or currency of the United States of America which at the time of
payment is a coin or currency in which the Authority Bonds are payable and
is legal tender for the payment of public and private debts, at the office
or agency of the Company in the Borough of Manhattan, The City of New
York, New York. Definitive bonds of said series may be issued, originally
or otherwise, only as registered bonds without coupons; and they and the
Trustee's certificate of
- 22 -
authentication shall be substantially in the forms hereinbefore recited,
respectively.
Definitive bonds of the 2000 Pledge Series may be issued,
originally or otherwise, only as registered bonds, substantially in the
respective form of bond hereinabove recited, and in denominations of
$1,000 and authorized multiples thereof. Delivery of a bond of the 2000
Pledge Series to the Trustee for authentication shall be conclusive
evidence that the multiple thereof and its serial number has been duly
approved by the Company.
The bonds of the 2000 Pledge Series shall be redeemable as
provided in the respective form of bond hereinabove set forth, and such
provisions are incorporated at this place as though set forth in their
entirety.
Except as provided in this Section 1, bonds of the 2000 Pledge
Series shall be dated and bear interest as provided in Section 3.03 of the
Indenture; provided, however, that, notwithstanding any provision of said
Section 3.03, so long as there is no existing default in the payment of
interest on said bonds, any bond of the 2000 Pledge Series authenticated
by the Trustee between an Interest Payment Date for bonds of such series
and the Regular Record Date for such interest payment date shall bear
interest from such interest payment date and the holder of any such bond
shall not be entitled to payment of interest on such interest payment date
and shall have no claim against the Company with respect thereto.
Bonds of the 2000 Pledge Series may be transferred by the
registered owners thereof, in person or by attorney duly authorized, at an
office or agency of the Company in the Borough of Manhattan, The City of
New York, New York or in the City of Akron, Ohio but only in the manner
and upon the conditions prescribed in the Indenture and in the respective
form of bond of such series hereinabove recited.
The person in whose name any bond of the 2000 Pledge Series is
registered at the close of business on any record date for such series
with respect to any interest payment date for such series shall be
entitled to receive the interest payable on such interest payment date
notwithstanding the cancellation of such registered bond upon any transfer
or exchange thereof subsequent to the record date and prior to such
interest payment date, except if and to the extent the Company shall
default in the payment of the interest due on such interest payment date,
in which case such defaulted interest shall be paid to the person in whose
name such bond (or any bond or bonds issued, directly or after
intermediate transactions, upon transfer or exchange or in substitution
thereof) is registered on a subsequent record date for such payment
established as provided in Section 3.07 of the Indenture.
Notices and demands to or upon the Company in respect of the
bonds of the 2000 Pledge Series and the Indenture may be served at the
office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, NY and in the City of Akron, Ohio.
Section 2. As more fully set forth in the respective form
thereof hereinabove recited, the Company's obligation to make payments
with respect to the principal of and/or interest on any bond of the 2000
Pledge Series shall be fully or partially satisfied and discharged
- 23 -
to the extent that, at the time any such payment shall be due, the
corresponding amount then due of principal of and/or interest then due on
the applicable Authority Bond shall have been fully or partially paid
(other than by the application of the proceeds of any payment by the
Insurer under the applicable Policy), as the case may be, or there shall
have been deposited with the Authority Trustee pursuant to the applicable
Authority Indenture trust funds sufficient under such indenture to fully
or partially pay, as the case may be, the corresponding amount then due of
principal of and/or interest on the applicable Authority Bonds (other than
by the application of the proceeds of any payment by the Insurer under the
applicable Policy). Notwithstanding anything contained herein or in the
Indenture to the contrary, the Company shall be obligated to make payments
with respect to the principal of and/or interest on the bonds of the 2000
Pledge Series only to the extent that the Insurer has made a payment with
respect to the applicable Authority Bonds under the Policy.
Upon payment of the principal of and interest due on the
applicable Authority Bonds, whether at maturity or prior to maturity by
acceleration, redemption or otherwise, or upon provision for the payment
thereof having been made in accordance with the applicable Authority
Indenture (other than by the application of the proceeds of any payment by
the Insurer under the applicable Policy), bonds of the 2000 Pledge Series
in a principal amount equal to the principal amount of the applicable
Authority Bonds so paid or for which such provision for payment has been
made shall be deemed fully paid, satisfied and discharged and the
obligations of the Company thereunder shall be terminated and such bonds
of the 2000 Pledge Series shall be surrendered to and cancelled by the
Trustee. From and after the Release Date (as defined in the applicable
Insurance Agreement), the bonds of the 2000 Pledge Series shall be deemed
fully paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated. On the Release Date, the bonds of the 2000
Pledge Series shall be surrendered to and canceled by the Trustee.
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 Pledge Series as the same shall become due and payable shall have
been fully satisfied and discharged unless and until it shall have
received written notice from the Insurer, signed by an authorized officer
thereof, stating that the Insurer is exercising its rights under the
applicable Insurance Agreement with respect to the bonds of the 2000
Pledge Series.
Section 3. 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 in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or
for or in respect of the recitals herein or in the respective 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 4. The principal amount of bonds of Pledge Series A
which may be authenticated and delivered hereunder is limited to the
aggregate principal amount of Forty-four
- 24 -
Million Eight Hundred Thousand Dollars ($44,800,000). The principal amount
of bonds of Pledge Series B which may be authenticated and delivered
hereunder is limited to the aggregate principal amount of Twelve Million
Three Hundred Thousand Dollars ($12,300,000). The principal amount of
bonds of Pledge Series C which may be authenticated and delivered
hereunder is limited to the aggregate principal amount of Nineteen Million
Dollars ($19,000,000). The principal amount of bonds of Pledge Series D
which may be authenticated and delivered hereunder is limited to the
aggregate principal amount of Sixty Million Four Hundred Thousand Dollars
($60,400,000).
Bonds of the 2000 Pledge Series in the aggregate principal
amount of One Hundred Thirty-six Million Five Hundred Thousand Dollars
($136,500,000) may at any time subsequent to the execution hereof be
executed by the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered (either before or after the
recording hereof) pursuant to a Company Order referred to in Section 4.01
of the Indenture and upon receipt by the Trustee of the opinions and other
documents required by Section 4.02 of the Indenture.
Section 5. The consideration for the bonds of the 2000 Pledge
Series shall be the issuance by the Insurer of each respective Policy
pursuant to the applicable Insurance Agreement.
Section 6. As supplemented by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed, and the Indenture as
herein defined, and this Supplemental Indenture, shall be read, taken and
construed as one and the same instrument. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Original
Indenture.
Section 7. 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 8. 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.
- 25 -
In witness whereof, Ohio Edison Company, party of the first part
hereto, and The Bank of New York, party of the second part hereto, have
caused these presents to be executed in their respective names by their
respective Presidents or one of their Vice Presidents or Assistant Vice
Presidents and their respective seals to be hereunto affixed and attested
by their respective Secretaries or one of their Assistant Secretaries or
Assistant Treasurers, all as of the day and year first above written.
Ohio Edison Company
By:
------------------------
[Seal]
Attest:
-------------------------
Signed, Sealed and Acknowledged on behalf of
Ohio Edison Company in the presence of:
- --------------------------------
- --------------------------------
The Bank of New York,
as Trustee
By:
-----------------------
[Seal]
Attest:
-------------------------
Signed, Sealed and Acknowledged on behalf of
The Bank of New York in the presence of:
- ---------------------------------------
- ---------------------------------------
- 26 -
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]
- 27 -
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]
- 28 -
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]
- 29 -
(..continued)