THE TOLEDO EDISON COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee.
-----------------
Fifty-First Supplemental Indenture
Dated as of September 1, 2000
-----------------
(Supplemental to Indenture dated as of April 1, 1947)
-----------------
First Mortgage Bonds, Pledge Series C of 2000 due 2033
FIFTY-FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 2000, between
THE TOLEDO EDISON COMPANY, a corporation organized and existing under the laws
of the State of Ohio (hereinafter called the "Company"), and THE CHASE MANHATTAN
BANK, a corporation existing under the laws of the State of New York
(hereinafter called the "Trustee"), as Trustee.
RECITALS
The Company has heretofore executed and delivered an Indenture of Mortgage
and Deed of Trust dated as of April 1, 1947 (hereinafter referred to as the
"Original Indenture") to The Chase National Bank of the City of New York,
predecessor Trustee, to secure an issue of First Mortgage Bonds of the Company,
issuable in series, and created thereunder an initial series of bonds designated
as First Mortgage Bonds, 2?% Series due 1977; and
The Company has heretofore executed and delivered to The Chase National
Bank of the City of New York, predecessor Trustee, four Supplemental Indentures
supplementing the Original Indenture dated, respectively, September 1, 1948,
April 1, 1949, December 1, 1950 and March 1, 1954 and has heretofore executed
and delivered to The Chase Manhattan Bank, which on March 31, 1955, became the
Trustee under the Original Indenture by virtue of the merger of The Chase
National Bank of the City of New York into President and Directors of The
Manhattan Company under the name of The Chase Manhattan Bank, the Fifth and the
Sixth Supplemental Indentures dated, respectively, February 1, 1956, and May 1,
1958, supplementing the Original Indenture; and
The Chase Manhattan Bank was converted into a national banking association
under the name The Chase Manhattan Bank (National Association), effective
September 23, 1965; and by virtue of said conversion the continuity of the
business of The Chase Manhattan Bank, including its business of acting as
corporate trustee, and its corporate existence, was not affected, so that The
Chase Manhattan Bank (National Association) was vested with all the trusts,
powers, discretion, immunities, privileges and all other matters as were vested
in said The Chase Manhattan Bank under the Indenture (hereinafter defined), with
like effect as if originally named as Trustee therein; and
The Company has heretofore executed and delivered to The Chase Manhattan
Bank (National Association) 41 Supplemental Indentures dated, respectively, as
follows: Seventh, August 1, 1967, Eighth, November 1, 1970, Ninth, August 1,
1972, Tenth, November 1, 1973, Eleventh, July 1, 1974, Twelfth, October 1, 1975,
Thirteenth, June 1, 1976, Fourteenth, October 1, 1978, Fifteenth, September 1,
1979, Sixteenth, September 1, 1980, Seventeenth, October 1, 1980, Eighteenth,
April 1, 1981, Nineteenth, November 1, 1981, Twentieth, June 1, 1982,
Twenty-first, September 1, 1982, Twenty-second, April 1, 1983, Twenty-third,
December 1, 1983, Twenty-fourth, April 1, 1984, Twenty-fifth, October 15, 1984,
Twenty-sixth, October 15, 1984, Twenty-seventh, August 1, 1985, Twenty-eighth,
August 1, 1985, Twenty-ninth, December 1, 1985, Thirtieth, March 1, 1986,
Thirty-first, October 15, 1987, Thirty-second, September 15, 1988, Thirty-third,
June 15, 1989, Thirty-fourth, October 15, 1989, Thirty-fifth, May 15, 1990,
Thirty-sixth, March 1, 1991, Thirty-seventh, May 1, 1992, Thirty-eighth, August
1, 1992, Thirty-ninth, October 1, 1992, Fortieth, January 1, 1993, Forty-first,
September 15, 1994, Forty-second, May 1, 1995, Forty-third, June 1, 1995,
Forty-fourth, July 14, 1995, Forty-fifth, July 15, 1995, Forty-sixth, June 15,
1997 and Forty-seventh, August 1, 1997 supplementing the Original Indenture; and
The Chase Manhattan Bank (National Association), Successor Trustee, was
merged on July 1, 1996, with and into Chemical Bank, a New York banking
corporation, which changed its name to The Chase Manhattan Bank, and which
became the Trustee under the Original Indenture by virtue of such merger; and
The Company has heretofore executed and delivered to The Chase Manhattan
Bank three Supplemental Indentures dated as follows: Forty-eighth, June 1, 1998,
Forty-ninth, January 15, 2000 and Fiftieth, May 1, 2000 supplementary to the
Original Indenture (the Original Indenture, all the aforementioned Supplemental
Indentures, this Fifty-first Supplemental Indenture and any other indentures
supplemental to the Original Indenture are herein collectively called the
"Indenture" and this Fifty-first Supplemental Indenture is hereinafter called
this "Supplemental Indenture"); and
The Company covenanted in and by the Original Indenture to execute and
deliver such further instruments and do such further acts as may be necessary or
proper to carry out more effectually the purposes of the Original Indenture and
to make subject to the lien thereof property acquired after the execution and
delivery of the Original Indenture; and
Under Article 3 of the Original Indenture, the Company is authorized to
issue additional bonds upon the terms and conditions expressed in the Original
Indenture; and
The Company proposes to create a new series of First Mortgage Bonds to be
designated as First Mortgage Bonds, Pledge Series C of 2000 due 2033
(hereinafter called the "Bonds of 2000 Pledge Series C") with the denominations,
rates of interest, date of maturity, redemption provisions and other provisions
and agreements in respect thereof as in this Supplemental Indenture set forth;
and
The Bonds of 2000 Pledge Series C are to be issued by the Company and
delivered to Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation (the "Insurer") pursuant to an Insurance Agreement (the "Insurance
Agreement"), dated as of September 1, 2000, between the Company and the Insurer
under which (i) the Insurer has agreed to issue a municipal bond insurance
policy (the "Policy") in favor of the Ohio Water Development Authority (the
"Authority") insuring the payment of the principal of and interest on
$30,900,000 aggregate principal amount of the Authority's Pollution Control
Revenue Refunding Bonds, Series 2000-B (The Toledo Edison Company Project) (the
"Revenue Bonds") and (ii) the Company has agreed to deliver to the Insurer a
series of its First Mortgage Bonds as security for the Company's obligation to
reimburse the Insurer in respect of payments made by the Issuer under the
Policy; and
The Company, by appropriate corporate action, has duly resolved and
determined to execute this Supplemental Indenture for the purpose of providing
for the creation of the Bonds of 2000 Pledge Series C and of specifying the
form, provisions and particulars thereof as in said Original Indenture, as
amended, provided or permitted, including the issuance only of fully registered
bonds, and of giving to the Bonds of 2000 Pledge Series C the protection and
security of the Indenture; and
The text of the Bonds of 2000 Pledge Series C is to be substantially in
the following respective forms:
[FORM OF FULLY REGISTERED BOND OF 2000 PLEDGE SERIES C]
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TO AMBAC
ASSURANCE CORPORATION (THE "INSURER") UNDER THE INSURANCE AGREEMENT,
DATED AS OF SEPTEMBER 1, 2000, BETWEEN THE COMPANY AND AMBAC
ASSURANCE CORPORATION, AS AMENDED OR SUPPLEMENTED (THE "INSURANCE
AGREEMENT"), OR IN COMPLIANCE WITH A FINAL ORDER OF A COURT OF
COMPETENT JURISDICTION IN CONNECTION WITH ANY BANKRUPTCY OR
REORGANIZATION PROCEEDING OF THE COMPANY.
THE TOLEDO EDISON COMPANY
FIRST MORTGAGE BOND, PLEDGE SERIES C OF 2000 DUE 2033
No. $__________
THE TOLEDO EDISON COMPANY, an Ohio corporation (hereinafter called the
Company), for value received, hereby promises to pay to
_________________________________, or registered assigns, the principal sum of
_______________________ dollars ($_________), on September 1, 2033, in any coin
or currency of the United States of America which at the time of such payment
shall be legal tender for the payment of public and private debts, and to pay
interest on the unpaid principal amount hereof in like coin or currency to the
registered owner hereof at such rate per annum on each interest payment date
(hereinafter defined) as shall cause the amount of interest payable on such
interest payment date on the Bonds of this Series (hereinafter defined) to equal
the amount of interest payable on such interest payment date on the Revenue
Bonds (hereinafter defined). Such interest shall be payable on the same dates as
interest is payable on said Revenue Bonds (each such date hereinafter called an
"interest payment date"), until maturity or redemption of this Bond, or, if the
Company shall default in the payment of the principal due on this Bond, until
the Company's obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture (hereinafter defined). The amount of
interest payable on each interest payment date shall be computed on the same
basis as the corresponding amount is computed on the Revenue Bonds, provided,
however, that the aggregate amount of interest payable on any interest payment
date shall not exceed an amount which results in an interest rate of more than
10% per annum on the aggregate principal amount of the Bonds of this Series
outstanding from time to time.
Except as hereinafter provided, this Bond shall bear interest (a) from the
interest payment date next preceding the date of this Bond to which interest has
been paid, or (b) if the date of this Bond is an interest payment date to which
interest has been paid, then from such date, or (c) if no interest has been paid
on this Bond, then from the date of initial issue.
This Bond is one of the Bonds of the Company, known as its First Mortgage
Bonds, issued and to be issued in one or more series under and equally and
ratably secured (except as any sinking, amortization, improvement or other fund,
established in accordance with the provisions of said Indenture, may afford
additional security for the Bonds of any particular series) by a certain
Indenture of Mortgage and Deed of Trust, dated as of April 1, 1947 (hereinafter
called the "Original Indenture"), made by the Company to The Chase National Bank
of the City of New York (The Chase Manhattan Bank, successor), as Trustee
(hereinafter called the "Trustee"), and by certain indentures supplemental
thereto, including the Fifty-first Supplemental Indenture dated as of September
1, 2000 (the Original Indenture and said indentures supplemental thereto herein
collectively called the "Indenture" and said Fifty-first Supplemental Indenture
hereinafter called the "Supplemental Indenture"), to which Indenture reference
is hereby made for a description of the property mortgaged, the nature and
extent of the security, the rights and limitations of rights of the Company, the
Trustee and the holders of said Bonds and of the coupons appurtenant to coupon
Bonds under the Indenture and the terms and conditions upon which said Bonds are
and are to be issued and secured, to all of the provisions of which Indenture
and of all such supplemental indentures in respect of such security, including
the provisions of the Indenture permitting the issue of Bonds of any series for
property which, under the restrictions and limitations therein specified, may be
subject to liens prior to the lien of the Indenture, the holder, by accepting
this Bond, assents. To the extent permitted by and as provided in the Indenture,
the rights and obligations of the Company and of the holders of said Bonds and
coupons (including those pertaining to any sinking or other fund) may be changed
and modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the Bonds then outstanding, such percentage being
determined as provided in the Indenture; provided, however, that in case such
changes and modifications affect one or more but less than all series of Bonds
then outstanding, they shall be required to be adopted only by the affirmative
vote of the holders of at least 75% in aggregate principal amount of outstanding
Bonds of such one or more series so affected; and further provided, that without
the consent of the holder hereof no such change or modification shall be made
which will extend the time of payment of the principal of, or of the interest or
premium, if any, on this Bond or reduce the principal amount hereof or the rate
of interest or the premium, if any, hereon, or affect any other modification of
the terms of payment of such principal or interest or premium, if any, or will
permit the creation of any lien ranking prior to or on a parity with the lien of
the Indenture on any of the mortgaged property, or will deprive the holder
hereof of the benefit of a lien upon the mortgaged property for the security of
this Bond, or will reduce the percentage of Bonds required for the adoption of
changes or modifications as aforesaid.
This Bond is one of a series of Bonds designated as the First Mortgage
Bonds, Pledge Series C of 2000 due 2033, of the Company (herein called the
"Bonds of this Series") limited, except as otherwise provided in the Indenture,
in aggregate principal amount to $30,900,000, and is issued under and secured by
the Supplemental Indenture.
The Bonds of this Series have been issued by the Company to the Insurer to
(i) provide for the payment of the Company's obligations to make payments to the
Insurer under the Insurance Agreement and (ii) provide to the Insurer the
benefits of the security provided for the Bonds of this Series. The Insurance
Agreement has been entered into by the Company in connection with the issuance
by the Insurer of a municipal bond insurance policy (the "Policy") in favor of
the Ohio Water Development Authority (the "Authority") insuring the payment of
the principal of and interest on $30,900,000 aggregate amount of the Authority's
Pollution Control Revenue Refunding Bonds, Series 2000-B (the Toledo Edison
Company Project) (the "Revenue Bonds"). 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 Revenue 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
Revenue 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 Trustee for the
Revenue bonds trust funds sufficient to fully or partially pay, as the case may
be, the corresponding amount then due of principal of and/or interest on the
Revenue 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
Revenue Bonds under the Policy.
Upon payment of the principal of and interest due on the Revenue 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 indenture under which the Revenue Bonds are issued (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 Revenue 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 Revenue 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 Revenue 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 of this Bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.
No recourse under or upon any covenant or obligation of the Indenture, or
of any indenture supplemental thereto, or of this Bond, for the payment of the
principal of or the interest on this Bond, or for any claim based thereon, or
otherwise in any manner in respect thereof, shall be had against any
incorporator, subscriber to the capital stock, stockholder, officer or director,
as such, of the Company, whether former, present or future, either directly or
indirectly through the Company or any predecessor or successor corporation or
the Trustee, by the enforcement of any subscription to capital stock, assessment
or otherwise, or by any legal or equitable proceeding by virtue of any
constitution, statute, or otherwise (including, without limiting the generality
of the foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding the corporate
entity of the Company or upon any theory that the Company was acting as the
agent or instrumentality of the stockholders), any and all such liability of
incorporators, stockholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this Bond, and being
likewise waived and released by the terms of the Indenture.
This Bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by The
Chase Manhattan Bank or its successor, as Trustee under the Indenture.
IN WITNESS WHEREOF, THE TOLEDO EDISON COMPANY has caused this Bond to be
signed in its name by its President or a Vice-President and its corporate seal
to be impressed or imprinted hereon and attested by its Corporate Secretary or
an Assistant Corporate Secretary.
Dated THE TOLEDO EDISON COMPANY
By
---------------------------------------
Vice President
Attest:
- -------------------------------
Corporate Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated herein, described
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
AS TRUSTEE
By
---------------------------------------
Authorized Officer
[END OF FORM OF BOND OF 2000 PLEDGE SERIES C]
All conditions and requirements necessary to make this Supplemental
Indenture a valid, legal and binding instrument in accordance with its terms and
to make the Bonds of 2000 Pledge Series C, when duly executed by the Company and
authenticated and delivered by the Trustee, and duly issued, the valid, binding
and legal obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture have been in all respects
duly authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That The Toledo
Edison Company, the Company herein named, in consideration of the premises and
of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, does
hereby covenant and agree to and with the Trustee and its successors in the
trust under the Indenture, for the benefit of those who shall hold the bonds to
be issued hereunder and thereunder, as hereinafter provided, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF 2000 PLEDGE SERIES C
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as "First Mortgage Bonds, Pledge
Series C of 2000 due 2033" (such bonds herein referred to as the "Bonds of 2000
Pledge Series C"). The Bonds of 2000 Pledge Series C shall be limited to an
aggregate principal amount of $30,900,000. The Bonds of 2000 Pledge Series C
shall be substantially in the form hereinbefore recited.
SECTION 2. The principal of all Bonds of 2000 Pledge Series C shall be
payable on September 1, 2033, unless earlier redeemed, and shall bear interest
from the time hereinafter provided at such rate per annum on each interest
payment date (hereinafter defined) as shall cause the amount of interest payable
on each interest payment date on the Bonds of 2000 Pledge Series C to equal the
amount of interest payable on such interest payment date on the Revenue Bonds.
Such interest shall be payable on the same dates as interest is payable on the
Revenue Bonds (each such date herein called an "interest payment date"), until
the maturity or redemption of the Bonds of 2000 Pledge Series C, or, in the case
of any default by the Company in the payment of the principal due on any such
Bonds, until the Company's obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture. The amount of
interest payable on each interest payment date shall be computed on the same
basis as the corresponding amount is computed on the Revenue Bonds, provided,
however, that the aggregate amount of interest payable on any interest payment
date shall not exceed an amount which results in an interest rate of more than
10% per annum on the aggregate principal amount of the Bonds of 2000 Pledge
Series C outstanding from time to time.
Except as hereinafter provided, each Bond of 2000 Pledge Series C shall
bear interest (a) from the interest payment date next preceding the date of such
Bond to which interest has been paid, or (b) if the date of such Bond is an
interest payment date to which interest has been paid, then from such date, or
(c) if no interest has been paid thereon, then from the date of initial issue.
The Trustee may rely upon the certification of the Insurer of the interest rate
of, interest payment dates of and basis on which interest is computed for, the
Revenue Bonds as necessary to enable the Trustee to determine for the Bonds of
2000 Pledge Series C their corresponding interest rate, interest payment dates
and basis on which interest shall be computed and with respect to its payments
under the Policy.
SECTION 3. The Bonds of 2000 Pledge Series C shall be payable as to
principal and interest at the office or agency of the Company in the City of
Akron, State of Ohio; and principal and interest shall be payable in any coin or
currency of the United States of America which at the time of payment shall be
legal tender for the payment of public and private debts.
SECTION 4. The Bonds of 2000 Pledge Series C shall be issued only as fully
registered Bonds in the denominations of $1,000 or any higher multiple of $1.00.
SECTION 5. Except as may be necessary to comply with a final order of a
court of competent jurisdiction in connection with any bankruptcy or
reorganization proceeding of the Company, the Bonds of 2000 Pledge Series C
shall be transferable only to a successor to Ambac Assurance Corporation under
the Insurance Agreement in the manner and upon the terms set forth in ss. 2.05
of the Original Indenture, but notwithstanding the provisions of ss. 2.08 of the
Original Indenture, no charge shall be made upon any transfer or exchange of
Bonds of 2000 Pledge Series C other than for any tax or taxes or other
governmental charge required to be paid by the Company.
SECTION 6. The Company's obligation to pay the principal of or interest on
the Bonds of 2000 Pledge Series C, shall be fully or partially satisfied as
stated in the form of the Bonds of the 2000 Pledge Series C hereinbefore
recited.
SECTION 7. The Bonds of 2000 Pledge Series C may be executed by the
Company and delivered to the Trustee and, upon compliance with all applicable
provisions and requirements of the Original Indenture in respect thereof, shall
be authenticated by the Trustee and delivered (without awaiting the filing or
recording of this Supplemental Indenture) in accordance with the written order
or orders of the Company.
SECTION 8. The Bonds of 2000 Pledge Series C shall be redeemed by the
Company in whole or in part at any time prior to maturity at a redemption price
of 100% of the principal amount to be redeemed, plus any accrued and unpaid
interest to the redemption date as stated in the form of the Bonds of the 2000
Pledge Series C hereinbefore recited.
ARTICLE II
THE TRUSTEE
The Trustee accepts the trusts created by this Supplemental Indenture upon
the terms and conditions in the Original Indenture and in this Supplemental
Indenture set forth. The recitals in this Supplemental Indenture are made by the
Company only and not by the Trustee. Each and every term and condition contained
in Article 13 of the Original Indenture shall apply to this Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full, with such omissions, variations and modifications thereof as may be
appropriate to make the same conform to this Supplemental Indenture.
For purposes of this Supplemental Indenture (a) the Trustee may
conclusively rely and shall be protected in acting upon a written certificate
of, the Insurer as to the interest rate of, interest payment dates of and basis
on which interest is computed for, the Revenue Bonds and with respect to its
payments under the Policy, or any officer's certificate or opinion of counsel,
as to the truth of the statements and the correctness of the opinions expressed
therein, without independent investigation or verification thereof, subject to
Article 13 of the Indenture and (b) a written certificate of, the Insurer shall
mean a written certificate executed by the president, any vice president or any
authorized officer of the Insurer.
ARTICLE iII
MISCELLANEOUS PROVISIONS
SECTION 1. The Original Indenture, as heretofore supplemented, is in all
respects ratified and confirmed, and the Original Indenture, this Supplemental
Indenture and all other indentures supplemental to the Original Indenture shall
be read, taken and construed as one and the same instrument. Neither the
execution of this Supplemental Indenture nor anything herein contained shall be
construed to impair the lien of the Indenture on any of the property subject
thereto, and such lien shall remain in full force and effect as security for all
bonds now outstanding or hereafter issued under the Indenture. All covenants and
provisions of the Original Indenture, except as modified by this Supplemental
Indenture and all other indentures supplemental to the Original Indenture, shall
continue in full force and effect for the respective periods of time therein
specified, and this Supplemental Indenture shall form part of the Indenture. All
terms defined in Article 1 of the Original Indenture shall, for all purposes of
this Supplemental Indenture, have the meanings in said Article 1 specified,
except as modified by this Supplemental Indenture and all other indentures
supplemental to the Original Indenture and unless the context otherwise
requires.
SECTION 2. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, The Toledo Edison Company has caused its corporate
name to be hereunto affixed and this instrument to be signed by its President or
a Vice President and its corporate seal to be hereunto affixed and attested by
its Corporate Secretary or an Assistant Corporate Secretary for and in its
behalf and The Chase Manhattan Bank, as Trustee, in evidence of its acceptance
of the trust hereby created, has caused its corporate name to be hereunto
affixed, this instrument to be signed by its President or a Vice President and
its corporate seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary or any other authorized officer for and on its behalf, all
as of the day and year first above written.
THE TOLEDO EDISON COMPANY
By
------------------------------------
Vice President
[SEAL]
Attest:
-------------------------
Corporate Secretary
Signed, sealed and acknowledged on behalf of
THE TOLEDO EDISON COMPANY
in the presence of
- ----------------------------------
Edward J. Udovich
- ----------------------------------
Julie A. Phillips
As witnesses
THE CHASE MANHATTAN BANK,
AS TRUSTEE
By
---------------------------------------
Vice President
Attest:
-------------------------
Signed, sealed and acknowledged on behalf of
THE CHASE MANHATTAN BANK
in the presence of
[SEAL]
- ---------------------------------------
- ---------------------------------------
As witnesses
STATE OF OHIO )
) ss.:
COUNTY OF SUMMIT )
On this 18th day of September, 2000, before me personally appeared Richard
H. Marsh and Nancy C. Ashcom to me personally known, who being by me severally
duly sworn, did say that they are a Vice President and the Corporate Secretary,
respectively, of The Toledo Edison Company, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said corporation.
[SEAL]
---------------------------------
Susie M. Hoisten, Notary Public
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Nov. 19, 2001
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ___ day of September, 2000 before me personally appeared
____________ and _____________ to me personally known, who being by me severally
duly sworn, did say that they are a Vice President and an ______________,
respectively, of The Chase Manhattan Bank, that the seal affixed to the
foregoing instrument is the corporate seal of said Corporation and that said
instrument was signed and sealed in behalf of said a Corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said Corporation.
[SEAL]
---------------------------
Notary Public
This instrument was prepared by:
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308