- --------------------------------------------------------------------------------
OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
----------
SEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for
MORTGAGE BONDS
Guarantee Series A of 2003 due 2033
Guarantee Series B of 2003 due 2033
---------
Dated as of March 1, 2003
- --------------------------------------------------------------------------------
SUPPLEMENTAL INDENTURE, dated as of March 1, 2003 between OHIO EDISON
COMPANY, a corporation organized and existing under the laws of the State of
Ohio (hereinafter called the "Company") and THE BANK OF NEW YORK, a banking
corporation organized and existing under the laws of the State of New York, as
Trustee under the Indenture hereinafter referred to.
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, 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 said Indenture, which
Indenture as heretofore and hereby supplemented is hereinafter referred to as
the "Indenture"; and
WHEREAS, the Company, by appropriate corporate action in conformity
with the terms of the Indenture, has duly determined to create two new series of
bonds under the Indenture, consisting of $41,000,000 in aggregate principal
amount to be designated as "Mortgage Bonds Guarantee Series A of 2003 due 2033"
(hereinafter sometimes referred to as the "bonds of Guarantee Series A") and
$9,000,000 in aggregate principal amount to be designated as "Mortgage Bonds
Guarantee Series B of 2003 due 2033" (hereinafter sometimes referred to as the
"bonds of Guarantee Series B" and, with the bonds of Guarantee Series A, the
"bonds of the 2003 Guarantee Series"), which 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:
[FORM OF BOND OF GUARANTEE SERIES A]
This bond is not transferable except to a successor trustee under the
Trust Indenture dated as of June 1, 1999 between the Ohio Water Development
Authority and J.P. Morgan Chase Trust Company, National Association, as
successor trustee, 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 GUARANTEE SERIES A OF 2003 DUE 2033
Due June 1, 2033
$ No.
OHIO EDISON COMPANY, a corporation of the State of Ohio (hereinafter
called the Company), for value received, hereby promises to pay to
_________________________, or registered assigns, ___________________ dollars at
an office or agency of the Company in the Borough of Manhattan, The City of New
York, N.Y. or the City of Akron, Ohio, on June 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 office or agency to the registered
2
owner hereof, in like coin or currency, interest thereon from the Initial
Interest Accrual Date (hereinbelow defined) at the Revenue Bond Interest Rate
(hereinbelow defined) per annum payable semi-annually on June 1 and December 1
in each year commencing on the June 1 or December 1 immediately succeeding the
Initial Interest Accrual Date (as defined below) (each such date herein referred
to as an "interest payment date") on and until maturity, or, in the case of any
bonds of this series duly called for redemption, on and until the redemption
date, or in the case of any default by the Company in the payment of the
principal due on any bonds of this series, until the Company's obligation with
respect to the payment of the principal shall be discharged as provided in the
Indenture referred to on the reverse hereof. Payments of principal of and
interest on this bond shall be made at an office or agency of the Company in the
Borough of Manhattan, The City of New York, N.Y. or in the City of Akron, Ohio.
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 or her signature
or a facsimile thereof, and its corporate seal to be printed hereon, attested by
its Corporate Secretary or an Assistant Corporate Secretary, by his or her
signature or a facsimile thereof.
Dated:
OHIO EDISON COMPANY,
By:
------------------------------
Title:
Attest:
- -----------------------------
Title:
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
------------------------------
Authorized Signatory
3
[FORM OF BOND OF GUARANTEE SERIES A]
[REVERSE]
OHIO EDISON COMPANY
MORTGAGE BOND GUARANTEE SERIES A OF 2003 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 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 amended and supplemented by
indentures supplemental thereto to which Indenture as so amended and
supplemented (herein referred to as the "Indenture") reference is made for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds in respect thereof and the
terms and conditions upon which the bonds are secured.
The bonds of this series shall be redeemed in whole, by payment of the
principal amount thereof plus accrued interest thereon, if any, to the date
fixed for redemption, upon receipt by the Trustee of a written advice from the
trustee under the Trust Indenture (the "Revenue Bond Indenture") dated as of
June 1, 1999, between the Ohio Water Development Authority and J.P. Morgan Chase
Trust Company, National Association, as successor trustee (such trustee and any
successor trustee being hereinafter referred to as the "Revenue Bond Trustee"),
securing $41,000,000 of State of Ohio Pollution Control Revenue Refunding Bonds,
Series 1999-A (Ohio Edison Company Project) which have been issued on behalf of
the Company (the "Revenue Bonds"), stating that the principal amount of all the
Revenue Bonds then outstanding under the Revenue Bond Indenture has been
declared due and payable pursuant to the provisions of Section 11.02 of the
Revenue Bond Indenture, specifying the date of the accelerated maturity of such
Revenue Bonds and the date from which interest on the Revenue Bonds issued under
the Revenue Bond Indenture has then accrued and is unpaid (specifying the rate
or rates of such accrual and the principal amount of the particular Revenue
Bonds to which such rates apply), stating such declaration of maturity has not
been annulled and demanding payment of the principal amount hereof plus accrued
interest hereon to the date fixed for such redemption. The date fixed for such
redemption shall not be earlier than the date specified in the aforesaid written
advice as the date of the accelerated maturity of the Revenue Bonds then
outstanding under the Revenue Bond Indenture and not later than the 45th day
after receipt by the Trustee of such advice, unless such 45th day is earlier
than such date of accelerated maturity. The date fixed for such redemption shall
be specified in a notice of redemption to be given not less than 30 days prior
to the date so fixed for such redemption. Upon mailing of such notice of
redemption, the date from which unpaid interest on the Revenue Bonds has then
accrued (as specified by the Revenue Bond Trustee) shall become the initial
interest accrual date (the "Initial Interest Accrual Date") with respect to the
bonds of this series; provided, however, on any demand for payment of the
principal amount hereof at maturity as a result of the principal of the Revenue
Bonds becoming due and payable on the maturity date of the bonds of this series,
the earliest date from which unpaid interest on the Revenue Bonds has then
4
accrued shall become the Initial Interest Accrual Date with respect to the bonds
of this series, such date, together with each other different date from which
unpaid interest on the Revenue Bonds has then accrued, as to be stated in a
written notice from the Revenue Bond Trustee to the Trustee, which notice shall
also specify the rate or rates of such accrual and the principal amount of the
particular Revenue Bonds to which such rate or rates apply. The aforementioned
notice of redemption shall become null and void for all purposes under the
Indenture, (including the fixing of the Initial Interest Accrual Date with
respect to the bonds of this series) upon receipt by the Trustee of written
notice from the Revenue Bond Trustee of the annulment of the acceleration of the
maturity of the Revenue Bonds then outstanding under the Revenue Bond Indenture
and the rescission of the aforesaid written advice prior to the redemption date
specified in such notice of redemption, and thereupon no redemption of the bonds
of this series and no payment in respect thereof as specified in such notice of
redemption shall be effected or required. But no such rescission shall extend to
any subsequent written advice from the Revenue Bond Trustee or impair any right
consequent on such subsequent written advice.
Bonds of this series are not otherwise redeemable prior to their
maturity.
The "Revenue Bond Interest Rate" shall be the same rate of interest per
annum as is borne by the Revenue Bonds; provided, however, that if there are
different rates of interest borne by the Revenue Bonds, or if interest is
required to be paid on the Revenue Bonds more frequently than on each June 1 or
December 1, the Revenue Bond Interest Rate shall be the rate that results in the
total amount of interest payable on an interest payment date, a redemption date
or at maturity, as the case may be, or at any other time interest on this bond
is due and payable, to be equal to the total amount of unpaid interest that has
accrued on all then outstanding Revenue Bonds.
The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture upon the
occurrence of a completed default as in the Indenture provided.
Bonds of this series shall be deemed to be paid and no longer
outstanding under the Indenture to the extent the aggregate principal amount of
bonds of this series exceeds the aggregate principal amount of the Revenue Bonds
outstanding from time to time. The Trustee may rely on a certificate of the
Company to this effect.
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
5
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 a single registered bond
without coupons in a denomination equal to the aggregate principal amount of
bonds of this series outstanding. If and to the extent this bond becomes
transferable, the registered owner hereof, in person or by attorney duly
authorized, may effectuate such transfer at an office or agency of the Company,
in the Borough of Manhattan, The City of New York, N.Y. or in the City of Akron,
Ohio, upon surrender and cancellation of this bond and thereupon a new
registered bond or bonds of the same series for a like principal amount, 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.
[END OF FORM OF BOND OF GUARANTEE SERIES A]
[FORM OF BOND OF GUARANTEE SERIES B]
This bond is not transferable except to a successor trustee under the
Trust Indenture dated as of June 1, 1999 between the Ohio Air Quality
Development Authority and J.P. Morgan Chase Trust Company, National Association,
as successor trustee, 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 GUARANTEE SERIES B OF 2003 DUE 2033
Due June 1, 2033
$ No.
OHIO EDISON COMPANY, a corporation of the State of Ohio (hereinafter
called the Company), for value received, hereby promises to pay to ____________,
or registered assigns, __________ dollars at an office or agency of the Company
in the Borough of Manhattan, The City of New York, N.Y. or the City of Akron,
Ohio, on ___________ 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 office or agency to the registered owner hereof, in like coin or
currency, interest thereon from the Initial Interest Accrual Date (hereinbelow
defined) at the Revenue Bond Interest Rate (hereinbelow defined) per annum
payable semi-annually on June 1 and December 1 in each year commencing on the
June 1 or December 1 immediately succeeding the Initial Interest Accrual Date
(as defined below) (each such date herein referred to as an "interest payment
date") on and until maturity, or, in the case of any bonds of this series duly
called for redemption, on and until the redemption date, or in the case of any
default by the Company in the payment of the principal due on any bonds of this
series, until the Company's obligation with respect to the payment of the
principal shall be discharged as provided in the Indenture referred to on the
reverse hereof. Payments of principal of and interest on this bond shall be made
6
at an office or agency of the Company in the Borough of Manhattan, The City of
New York, N.Y. or in the City of Akron, Ohio.
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 or her signature
or a facsimile thereof, and its corporate seal to be printed hereon, attested by
its Corporate Secretary or an Assistant Corporate Secretary, by his or her
signature or a facsimile thereof.
Dated:
OHIO EDISON COMPANY,
By:
-------------------------------
Title:
Attest:
- -----------------------------
Title:
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
--------------------------------
Authorized Signatory
7
[FORM OF BOND OF GUARANTEE SERIES B]
[REVERSE]
OHIO EDISON COMPANY
MORTGAGE BOND GUARANTEE SERIES B OF 2003 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 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 amended and supplemented by
indentures supplemental thereto, to which Indenture as so amended and
supplemented (herein referred to as the "Indenture") reference is made for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds in respect thereof and the
terms and conditions upon which the bonds are secured.
The bonds of this series shall be redeemed in whole, by payment of the
principal amount thereof plus accrued interest thereon, if any, to the date
fixed for redemption, upon receipt by the Trustee of a written advice from the
trustee under the Trust Indenture (the "Revenue Bond Indenture") dated as of
June 1, 1999, between the Ohio Air Quality Development Authority and J.P. Morgan
Chase Trust Company, National Association, as successor trustee (such trustee
and any successor trustee being hereinafter referred to as the "Revenue Bond
Trustee"), securing $9,000,000 of State of Ohio Pollution Control Revenue
Refunding Bonds, Series 1999-B (Ohio Edison Company Project) which have been
issued on behalf of the Company (the "Revenue Bonds"), stating that the
principal amount of all the Revenue Bonds then outstanding under the Revenue
Bond Indenture has been declared due and payable pursuant to the provisions of
Section 11.02 of the Revenue Bond Indenture, specifying the date of the
accelerated maturity of such Revenue Bonds and the date from which interest on
the Revenue Bonds issued under the Revenue Bond Indenture has then accrued and
is unpaid (specifying the rate or rates of such accrual and the principal amount
of the particular Revenue Bonds to which such rates apply), stating such
declaration of maturity has not been annulled and demanding payment of the
principal amount hereof plus accrued interest hereon to the date fixed for such
redemption. The date fixed for such redemption shall not be earlier than the
date specified in the aforesaid written advice as the date of the accelerated
maturity of the Revenue Bonds then outstanding under the Revenue Bond Indenture
and not later than the 45th day after receipt by the Trustee of such advice,
unless such 45th day is earlier than such date of accelerated maturity. The date
fixed for such redemption shall be specified in a notice of redemption to be
given not less than 30 days prior to the date so fixed for such redemption. Upon
mailing of such notice of redemption, the date from which unpaid interest on the
Revenue Bonds has then accrued (as specified by the Revenue Bond Trustee) shall
become the initial interest accrual date (the "Initial Interest Accrual Date")
with respect to the bonds of this series; provided, however, on any demand for
payment of the principal amount hereof at maturity as a result of the principal
of the Revenue Bonds becoming due and payable on the maturity date of the bonds
of this series, the earliest date from which unpaid interest on the Revenue
Bonds has then accrued shall become the Initial Interest Accrual Date with
8
respect to the bonds of this series, such date, together with each other
different date from which unpaid interest on the Revenue Bonds has then accrued,
as to be stated in a written notice from the Revenue Bond Trustee to the
Trustee, which notice shall also specify the rate or rates of such accrual and
the principal amount of the particular Revenue Bonds to which such rate or rates
apply. The aforementioned notice of redemption shall become null and void for
all purposes under said supplemental indenture and the Indenture, (including the
fixing of the Initial Interest Accrual Date with respect to the bonds of this
series) upon receipt by the Trustee of written notice from the Revenue Bond
Trustee of the annulment of the acceleration of the maturity of the Revenue
Bonds then outstanding under the Revenue Bond Indenture and the rescission of
the aforesaid written advice prior to the redemption date specified in such
notice of redemption, and thereupon no redemption of the bonds of this series
and no payment in respect thereof as specified in such notice of redemption
shall be effected or required. But no such rescission shall extend to any
subsequent written advice from the Revenue Bond Trustee or impair any right
consequent on such subsequent written advice.
Bonds of this series are not otherwise redeemable prior to their
maturity.
The "Revenue Bond Interest Rate" shall be the same rate of interest per
annum as is borne by the Revenue Bonds; provided, however, that if there are
different rates of interest borne by the Revenue Bonds, or if interest is
required to be paid on the Revenue Bonds more frequently than on each June 1 or
December 1, the Revenue Bond Interest Rate shall be the rate that results in the
total amount of interest payable on an interest payment date, a redemption date
or at maturity, as the case may be, or at any other time interest on this bond
is due and payable, to be equal to the total amount of unpaid interest that has
accrued on all then outstanding Revenue Bonds.
The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture upon the
occurrence of a completed default as in the Indenture provided.
Bonds of this series shall be deemed to be paid and no longer
outstanding under the Indenture to the extent the aggregate principal amount of
bonds of the series exceeds the aggregate principal amount of the Revenue Bonds
outstanding from time to time. The Trustee may rely on a certificate of the
Company to this effect.
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
9
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 a single registered bond
without coupons in a denomination equal to the aggregate principal amount of
bonds of this series outstanding. If and to the extent this bond becomes
transferable, the registered owner hereof, in person or by attorney duly
authorized, may effectuate such transfer at an office or agency of the Company,
in the Borough of Manhattan, The City of New York, N.Y. or in the City of Akron,
Ohio, upon surrender and cancellation of this bond and thereupon a new
registered bond or bonds of the same series for a like principal amount, 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.
[END OF FORM OF BOND OF GUARANTEE SERIES B]
WHEREAS, the Company and Trustee deem it advisable to enter into this
Supplemental Indenture for the purposes of describing the form of the bonds of
the 2003 Guarantee Series and establishing the redemption provisions thereof,
and to authorize the establishment of the interest rate and maturity thereof in
an Officer's Certificate to be delivered to the Trustee prior to the
authentication of the bonds of the 2003 Guarantee Series.
NOW, THEREFORE, it is hereby covenanted, decLared and agreed, by the
Company, that all such bonds of the 2003 Guarantee 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 Guarantee Series A and Bonds of Guarantee Series B
shall be designated as the Company's "Mortgage Bonds Guarantee Series A of 2003
due 2033" and "Mortgage Bonds Guarantee Series B of 2003 due 2033,"
respectively. The bonds of Guarantee Series A and Guarantee Series B shall bear
interest from the respective Initial Interest Accrual Dates as provided in the
forms of the bond of the 2003 Guarantee Series hereinabove set forth, and such
provisions are incorporated at this place as though set forth in their entirety.
The interest rate and maturity date of the bonds of the 2003 Guarantee Series
shall be as set forth in the respective forms of bond hereinabove set forth.
Principal or redemption price of and interest on the bonds of the 2003 Guarantee
Series shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for public and private debts, at an
office or agency of the Company in the Borough of Manhattan, The City of New
York, N.Y. or in the City of Akron, Ohio.
Definitive bonds of the 2003 Guarantee Series may be issued, originally
or otherwise, only as registered bonds, substantially in the respective forms of
bond hereinabove set forth, and in a single denomination equal to the aggregate
principal amount thereof that is Outstanding. Delivery of a bond of the 2003
10
Guarantee Series to the Trustee for authentication shall be conclusive evidence
that its serial number has been duly approved by the Company.
The bonds of the 2003 Guarantee Series shall be redeemable as provided
in the respective forms of bond hereinabove set forth, and such provisions are
incorporated at this place as though set forth in their entirety.
SECTION 2. Bonds of the 2003 Guarantee Series shall be deemed to be
paid and no longer outstanding under the Indenture to the extent that the
aggregate principal amount thereof exceeds the aggregate principal amount of
related Revenue Bonds (as defined in the respective forms of bond hereinabove
set forth) outstanding from time to time. The Trustee may rely on a certificate
of the Company to this effect.
SECTION 3. Bonds of the 2003 Guarantee Series are not transferable
except in connection with the exercise of the rights and remedies of the holder
thereof consequent upon an "Event of Default" as defined in the Indenture or as
otherwise provided in the forms of bond hereinabove set forth. If and to the
extent bonds of the 2003 Guarantee Series become transferable, such transfer may
be accomplished by the registered owners thereof, in person or by attorney duly
authorized, at an office or agency of the Company in the Borough of Manhattan,
The City of New York, N.Y. or in the City of Akron, Ohio but only in the manner
and upon the conditions prescribed in the Indenture and in the form of bond
hereinabove recited.
SECTION 4. 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 bonds of the 2003 Guarantee Series (except the
Trustee's authentication certificates), 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 5. 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 and not otherwise defined
herein shall have the meaning ascribed to them in the Indenture.
SECTION 6. 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 7. 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.
11
IN WITNESS WHEREOF, OHIO EDISON COMPANY and THE BANK OF NEW YORK have
caused these presents to be executed in their respective names by their
respective Presidents or one of their Vice Presidents or Assistant Vice
Presidents and their respective seals to be hereunto affixed and attested by
their respective Corporate Secretaries or one of their Assistant Corporate
Secretaries or Assistant Treasurers, all as of the day and year first above
written.
OHIO EDISON COMPANY
By:
-------------------------------
Harvey L. Wagner, Vice President
and Controller
[Seal]
Attest:
----------------------------------------
David W. Whitehead, Corporate Secretary
Signed, Sealed and Acknowledged on behalf of
OHIO EDISON COMPANY in the presence of:
- -----------------------------------
Julie A. Phillips
- -----------------------------------
Amit D. Patel
THE BANK OF NEW YORK
By:
----------------------------------
Patricia Gallagher, Vice President
[Seal]
Attest:
---------------------------------------
Julie Salovitch-Miller, Vice President
Signed, Sealed and Acknowledged on behalf of
The Bank of New York in the presence of:
- -----------------------------------
Dorothy Miller
- -----------------------------------
Cynthia Chaney
12
STATE OF OHIO )
: ss.:
COUNTY OF SUMMIT )
On the 3rd day of March in the year 2003 before me, the undersigned,
personally appeared Harvey L. Wagner and David W. Whitehead, personally known to
me or proved to me on the basis of satisfactory evidence to be the individuals
whose names are subscribed to the within instrument and acknowledged to me that
they executed the same in their capacity, and that by their signatures on the
instrument, the individuals, or the person upon behalf of which the individuals
acted, executed the instruments.
-----------------------------------
Karen L. Pope
Notary Public, State of Ohio
My Commission Expires Jan. 16, 2005
Recorded in Stark County
[SEAL]
13
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 3rd day of March in the year 2003 before me, the undersigned,
personally appeared Patricia Gallagher and Julie Salovitch-Miller, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individuals whose names are subscribed to the within instrument and acknowledged
to me that they executed the same in their capacity, and that by their
signatures on the instrument, the individuals, or the person upon behalf of
which the individuals acted, executed the instruments.
--------------------------------
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006
[SEAL]
14
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:
----------------------------------
Patricia Gallagher, Vice President
This instrument was prepared by FirstEnergy Corp.
15
+