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THE TOLEDO EDISON COMPANY
TO
THE CHASE MANHATTAN BANK,
as Trustee.
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Forty-Eighth Supplemental Indenture
DATED AS OF JUNE 1, 1998
(Supplemental to Indenture dated as of April 1, 1947)
First Mortgage Bonds, 1998 Guaranty Series due 2028
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Forty-eighth Supplemental Indenture, dated as of June 1,
l998, made by and 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 organized and existing under the laws of the
State of New York (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
(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, 27/8% Series due 1977, being the initial series
of bonds issued under the Original Indenture; and
The Company has heretofore executed and delivered to The
Chase National Bank of the City of New York, predecessor Trustee,
four Supplemental Indentures supplementing the Original Indenture
dated, respectively, September 1, 1948, April 1, 1949, December
1, 1950 and March 1, 1995 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 of 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, were not
affected, so that The Chase Manhattan Bank is 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, 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), predecessor Trustee,
38 Supplemental Indentures dated, respectively, as follows:
Seventh, August 1, 1967, Eighth, November 1, 1970, Ninth, August
1, 1972, Tenth, November 1, 1973, Eleventh, July 1, 1974,
Twelfth, October 1, 1975, Thirteenth, June 1, 1976, Fourteenth,
October 1, 1978, Fifteenth, September 1, 1979, Sixteenth,
September 1, 1980, Seventeenth, October 1, 1980, Eighteenth,
April 1, 1981, Nineteenth, November 1, 1981, Twentieth, June 1,
1982, Twenty-first, September 1, 1982, Twenty-second, April 1,
1983, Twenty-third, December 1, 1983, Twenty-fourth, April 1,
1984, Twenty-fifth, October 15, 1984, Twenty-sixth, October 15,
1984, Twenty-seventh, August 1, 1985, Twenty-eighth, August 1,
1985, Twenty-ninth, December 1, 1985, Thirtieth, March 1, 1986,
Thirty-first, October 15, 1987, Thirty-second, September 15,
1988, Thirty-third, June 15, 1989, Thirty-fourth, October 15,
1989, Thirty-fifth, May 15, 1990, Thirty-sixth, March 1, 1991,
Thirty-seventh, May 1, 1992, Thirty-eighth, August 1, 1992,
Thirty-ninth, October 1, 1992, Fortieth, January 1, 1993, Forty-
first, September 15, 1994, Forty-second, May 1, 1995, Forty-
third, June 1, 1995, Forty-fourth, July 14, 1995, Forty-fifth,
July 15, 1995, Forty-sixth, June 15, 1997 and Forty-seventh,
August 1, 1997 supplementing the Original Indenture; and
The Chase Manhattan Bank (National Association), Successor
Trustee, was merged on July 1, 1996, with and into Chemical Bank,
a New York banking corporation, which changed its name to The
Chase Manhattan Bank, and which became the Trustee under the
Original Indenture by virtue of such merger; and
The Company is executing and delivering to The Chase
Manhattan Bank, Trustee, this Forty-eighth Supplemental
Indenture, dated as of June 1, 1998, supplementing the Original
Indenture (the Original Indenture, all the aforementioned
Supplemental Indentures, this Forty-eighth Supplemental Indenture
and any other indentures supplemental to the Original Indenture
are herein collectively called the "Indenture" and this Forty-
eighth 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 has determined to create pursuant to the
provisions of the Indenture a new series of first mortgage bonds
(the "Pledge Bonds"), to be pledged as security for the payment
of certain obligations undertaken by the Company in connection
with the issuance by the Beaver County Industrial Development
Authority (the "Authority") of $3,750,754 aggregate principal
amount of the Authority's Exempt Facilities Revenue Bonds 5.375%
1998 Series A (Shippingport Project) on behalf of the Company
(the "Revenue Bonds"), with such Pledge Bonds to have the
denominations, rate of interest, date of maturity, redemption
provisions and other provisions and agreements in respect thereof
as in this Supplemental Indenture set forth; and
The Pledge Bonds are to be limited in aggregate principal
amount to $3,750,754, are to be delivered to Chase Manhattan
Trust Company, National Association, as trustee (hereinafter
called the "Revenue Bond Trustee"), under the Trust Indenture
(the "Revenue Bond Indenture") dated as of June 1, 1998 between
the Authority and the Revenue Bond Trustee; 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 Pledge Bonds
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 Pledge Bonds, and
of giving to the Pledge Bonds the protection and security of the
Indenture; and
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 Pledge Bonds, when duly
executed by the Company and authenticated and delivered by the
Trustee, and duly issued, the valid, binding and legal
obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture have been
in all respects duly authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That The Toledo Edison Company, the Company herein named, in
consideration of the premises and of One Dollar ($1.00) to it
duly paid by the Trustee at or before the ensealing and delivery
of these presents, the receipt whereof is hereby acknowledged,
does hereby covenant and agree to and with the Trustee and its
successors in the trust under the Indenture, for the benefit of
those who shall hold the bonds to be issued hereunder and
thereunder, as hereinafter provided, as follows:
ARTICLE I
CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF PLEDGE SERIES
SECTION 1. The Company hereby creates a new series of
Bonds to be issued under and secured by the Indenture and to be
designated as "First Mortgage Bonds, 1998 Guaranty Series due
2028" of the Company and hereinabove and hereinafter called the
"Pledge Bonds." The Pledge Bonds shall be executed,
authenticated and delivered in accordance with the provisions of,
and shall in all respects be subject to, all of the terms,
conditions and covenants of the Indenture.
SECTION 2. The Pledge Bonds shall be issued as fully
registered Bonds only, without coupons, in the denominations of
$1,000 or any higher multiple of $1.00.
SECTION 3. The Pledge Bonds shall be dated the date of
authentication, shall mature June 1, 2028, and shall bear
interest from the time hereinafter provided at such rate per
annum as shall cause the rate of interest payable on such Pledge
Bonds then outstanding to equal the rate of interest payable on
the Revenue Bonds. The interest on the Pledge Bonds is payable
on June 1 and December 1 in each year starting on the Interest
Accrual Date (as defined below) (each such date hereinafter
called an "interest payment date") on and until maturity, or, in
the case of any such Pledge Bonds 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 such
Pledge Bonds, until the Company's obligation with respect to the
payment of the principal shall be discharged as provided in the
Indenture.
The Pledge Bonds shall be payable as to principal and
interest at the office or agency of the Company in the City of
Akron, State of Ohio, in any coin or currency of the United
States of America which at the time of payment is legal tender
for the payment of public and private debts.
Except as hereinafter provided, each Pledge Bond shall bear
interest from the Interest Accrual Date (as defined below) until
the principal of such Pledge Bond is paid or duly provided for.
The interest payable on any interest payment date shall be
paid to the respective persons in whose names the Pledge Bonds
shall be registered at the close of business on the Record Date
next preceding such interest payment date, notwithstanding the
cancellation of any such Pledge Bond upon any transfer or
exchange thereof subsequent to such Record Date and prior to such
interest payment date; provided, however, that, if and to the
extent the Company shall default in the payment of the interest
due on such interest payment date (other than an interest payment
date that is a redemption date or maturity date), such defaulted
interest shall be paid to the respective persons in whose names
such outstanding Pledge Bonds are registered at the close of
business on a date (the "Subsequent Record Date") not less than
10 days nor more than 15 days next preceding the date of payment
of such defaulted interest, such Subsequent Record Date to be
established by the Company by notice given by mail by or on
behalf of the Company to the registered owners of Pledge Bonds
not less than 10 days next preceding such Subsequent Record Date.
If any interest payment date should fall on a day which is not a
business day, then such interest payment date shall be the next
preceding business day.
The interest rate on the Revenue Bonds, and therefore on the
Pledge Bonds, is 5.375% per annum.
SECTION 4. In the manner and subject to the limitations
provided in the Indenture, Pledge Bonds may be exchanged for a
like aggregate principal amount of Pledge Bonds of other
authorized denominations, in either case without charge, except
for any tax or taxes or other governmental charges incident to
such exchange, at the office or agency of the Company in the
Borough of Manhattan, The City of New York or the City of Akron,
State of Ohio.
Except as otherwise provided in Section 3 of this Article I
with respect to the payment of interest, the Company, the
agencies of the Company and the Trustee may deem and treat the
person in whose name a Pledge Bond is registered as the absolute
owner thereof for the purpose of receiving any payment and for
all other purposes.
SECTION 5. The Pledge Bonds shall be redeemable only to
the extent provided in this Article I, subject to the provisions
contained in Article V of the Indenture and the form of Pledge
Bond.
SECTION 6. Subject to the applicable provisions of the
Indenture, written notice of redemption of Pledge Bonds pursuant
to this Supplemental Indenture shall be given by the Trustee by
mailing to each registered owner of such Pledge Bonds to be
redeemed a notice of such redemption, first class postage
prepaid, at its last address as it shall appear upon the books of
the Company for the registration and transfer of such Pledge
Bonds. Any notice of redemption shall be mailed at least 30
days, but no more than 60 days, prior to the redemption date.
SECTION 7. If and when the principal of any Revenue Bonds
shall be paid, then there shall be deemed to have been paid a
principal amount of the Pledge Bonds then outstanding which bears
the same ratio to the aggregate principal amount of Pledge Bonds
then outstanding as the principal amount of the Revenue Bonds so
paid bears to the aggregate principal amount of the Revenue Bonds
outstanding immediately before such payment; provided, however,
that such payment of Pledge Bonds shall be deemed to have been
made only when and to the extent that notice of such purchase or
payment of the principal amount of such Revenue Bonds shall have
been given by the Company to the Trustee. The Trustee may rely
upon any such notification by the Company that such payment of
Revenue Bonds has been so made.
SECTION 8. The Pledge Bonds shall be redeemed by the
Company in whole at any time prior to maturity at a redemption
price of 100% of the principal amount to be redeemed, plus
accrued and unpaid interest to the redemption date, but only if
the Trustee shall receive written advice from the Revenue Bond
Trustee 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
8.02 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, 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 be not 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. Upon mailing of 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 date from which unpaid interest on the Revenue
Bonds has then accrued shall become the Initial Interest Accrual
Date with respect to the bonds of this series, such date to be a
stated in a written notice from Revenue Bond Trustee to the
Trustee. The aforementioned notice of redemption shall become
null and void for all purposes (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 of the rescission of the aforesaid written
advice prior to the 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.
SECTION 9. Pledge Bonds shall not be transferable except
to a successor trustee under the Revenue Bond Indenture or 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.
SECTION 10. The aggregate principal amount of Pledge Bonds
which may be authenticated and delivered hereunder shall not
exceed $3,750,754, except as otherwise provided in the Indenture.
SECTION 11. The form of the fully registered Pledge Bonds,
and of the Trustee's certificate of authentication thereon, shall
be substantially as follows:
[FORM OF FULLY REGISTERED BOND OF 1998 GUARANTY SERIES]
THE TOLEDO EDISON COMPANY
Incorporated under the laws of the State of Ohio
FIRST MORTGAGE BOND, 1998 GUARANTY SERIES DUE 2028
Due June 1, 2028
No. $
THE TOLEDO EDISON COMPANY, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called
the "Company," which term shall include any successor corporation
as defined in the Indenture hereinafter referred to), for value
received, hereby promises to pay to , or
registered assigns, the sum of Dollars
($ ) or the aggregate unpaid principal amount hereof,
whichever is less, on June 1, 2028, in any coin or currency of
the United States of America which at the time of payment is
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 from the time hereinafter provided, at the rate of
five and three eighths per centum per annum. The interest on the
Pledge Bonds is payable on June 1 and December 1 in each year
starting on the Initial Interest Accrual Date (hereinafter
defined) (each such date herein called an "interest payment
date"), and on and until the date of maturity of this Bond, or,
if this Bond shall be duly called for redemption, on and until
the redemption date, or, if the Company shall default in the
payment of the principal amount of this Bond, until the Company's
obligation with respect to the payment of such principal shall be
discharged as provided in said Indenture. Except as hereinafter
provided, this Bond shall bear interest from the Initial Interest
Accrual Date (hereinafter defined) until the principal of this
Bond has been paid or duly provided for. Subject to certain
exceptions provided in said Indenture, the interest payable on
any interest payment date shall be paid to the person in whose
name this Bond shall be registered at the close of business on
the Record Date or, in the case of defaulted interest, on a day
preceding the date of payment thereof established by notice to
the registered owner of this Bond in the manner provided in the
Supplemental Indenture (hereinafter defined). Principal of and
interest on this Bond are payable at the office or agency of the
Company in the City of Akron, State of Ohio.
This Bond is one of the duly authorized Bonds of the Company
(herein called the "Bonds"), all issued and to be issued under
and equally secured by a Mortgage and Deed of Trust, dated as of
April 1, 1947 (herein called the "Original Indenture"), executed
by the Company to The Chase National Bank of the City of New
York, now succeeded by The Chase Manhattan Bank as Trustee
(herein called the "Trustee"), and all indentures supplemental
thereto (said Mortgage as so supplemented herein called the
"Indenture") to which reference is hereby made for a description
of the properties mortgaged and pledged, the nature and extent of
the security, the rights of the registered owner or owners of the
Bonds and of the Trustee in respect thereof, and the terms and
conditions upon which the Bonds are, and are to be, secured. The
Bonds may be issued in series, for various principal sums, may
mature at different times, may bear interest at different rates
and may otherwise vary as in the Indenture provided. This Bond
is one of a series designated as the First Mortgage Bonds, 1998
Guaranty Series due 2028 (herein called the "Pledge Bonds")
limited, except as otherwise provided in the Indenture, in
aggregate principal amount to $3,750,754, issued under and
secured by the Indenture and described in the Forty-eighth
Supplemental Indenture dated as of June 1, 1998, between the
Company and the Trustee (herein called the "Supplemental
Indenture").
The Pledge Bonds have been delivered by the Company to Chase
Manhattan Trust Company, National Association, as trustee
(hereinafter called the "Revenue Bond Trustee"), under the Trust
Indenture (the "Revenue Bond Indenture") dated as of June 1, 1998
between The Beaver County Industrial Development Authority (the
"Authority") and the Revenue Bond Trustee securing, among other
bonds, $3,750,754 of the Authority's Exempt Facilities Revenue
Bonds, 5.375% 1998 Series A (Shippingport Project) which have
been issued on behalf of the Company (the "Revenue Bonds").
If and when the principal of any Revenue Bonds is paid, then
there shall be deemed to be paid a principal amount of the Pledge
Bonds then outstanding which bears the same ratio to the
aggregate principal amount of Pledge Bonds outstanding
immediately before such payment as the principal amount of the
Revenue Bonds paid bears to the aggregate principal amount of the
Revenue Bonds outstanding immediately before such payment;
provided, however, that such payment of Pledge Bonds is deemed to
be made only when and to the extent that notice of such payment
is given by the Company to the Trustee.
The Pledge Bonds shall be redeemed by the Company prior to
maturity in whole at any time as provided in Section 8 of Article
I of the Supplemental Indenture at a redemption price of 100% of
the principal amount to be redeemed, plus accrued and unpaid
interest to the redemption date.
Any redemption of the Pledge Bonds shall be made in
accordance with the applicable provisions of Sections 5.02, 5.03,
5.04 and 5.06 of the Original Indenture, unless and to the extent
waived in writing by the registered owner or owners of all Pledge
Bonds and such waiver is filed with the Trustee.
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 interest on this Bond
or reduce the principal amount hereof or the rate of interest
hereon, or affect any other modification of the terms of payment
of such principal or interest or will permit the creation of any
lien ranking prior to or on a party 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.
If an event of default, as defined in the Indenture, shall
occur, the principal of all the Bonds at any such time
outstanding under the Indenture may be declared or may become due
and payable, upon the conditions and in the manner and with the
effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders
of a majority in principal amount of the Bonds outstanding.
Subject to the limitations provided in the Indenture and in
Section 9 of Article I of the Supplemental Indenture, this Bond
is transferable by the registered owner hereof, in person or by
duly authorized attorney, on the books of the Company to be kept
for that purpose at the office or agency of the Company in the
Borough of Manhattan, The City of New York or the City of Akron,
State of Ohio, upon surrender and cancellation of this Bond, and
upon presentation of a duly executed written instrument of
transfer, and thereupon a new fully registered bond or bonds of
the same series, of the same aggregate principal amount and in
authorized denominations will be issued to the transferee or
transferees in exchange herefor; and this Bond, with or without
others of the same series, may in like manner be exchanged for
one or more new fully registered Pledge Bonds of other authorized
denominations but of the same aggregate principal amount; all
without charge except for any tax or taxes or other governmental
charges incidental to such transfer or exchange and all subject
to the terms and conditions set forth in the Indenture.
No recourse shall be had for the payment of the principal of
or the interest on this Bond, or for any claim based hereon or on
the Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer,
past, present or future, of the Company, or of any predecessor or
successor corporation, as such, either directly or through the
Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution
or statute or otherwise, of incorporators, stockholders,
directors or officers being released by every owner hereof by the
acceptance of this Bond and as part of the consideration for the
issue hereof, and being likewise released by the terms of the
Indenture.
This Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid
or obligatory for any purpose, until the Trustee under the
Indenture, or a successor trustee thereto under the
Indenture, shall have signed the form of certificate of
authentication endorsed hereon.
IN WITNESS WHEREOF, The Toledo Edison Company has caused
this Bond to be signed in its name by its President or a Vice
President (whose signature may be manual or a facsimile thereof)
and its corporate seal (or a facsimile thereof) to be hereto
affixed and attested by its Secretary or an Assistant Secretary
(whose signature may be manual or a facsimile thereof).
Dated:
THE TOLEDO EDISON COMPANY
By
-----------------------
Attest:
- ---------------------------------
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated and
described in the within-mentioned Indenture and Supplemental
Indenture.
THE CHASE MANHATTAN BANK,
TRUSTEE
By
-------------------------
Authorized Officer
[END OF FORM OF FULLY REGISTERED BOND]
ARTICLE II
THE TRUSTEE
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SECTION 1. 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 fully, with such
omissions, variations and modifications thereof as may be
appropriate to make the same conform to this Supplemental
Indenture.
SECTION 2. The Company shall cause any agency of the
Company, other than the Trustee, which it may appoint from time
to time to act as such agency in respect of the Pledge Bonds, to
execute and deliver to the Trustee an instrument in which such
agency shall:
(a) Agree to keep and maintain, and furnish to the
Trustee from time to time as reasonably requested by the Trustee,
appropriate records of all transactions carried out by it as such
agency and to furnish the Trustee such other information and
reports as the Trustee may reasonably require;
(b) Certify that it is eligible for appointment as such
agency and agree to notify the Trustee promptly if it shall cease
to be so eligible; and
(c) Agree to indemnify the Trustee, in a manner
satisfactory to the Trustee, against any loss, liability or
expense incurred by, and defend any claim asserted against, the
Trustee by reason of any acts or failures to act as such agency,
except for any liability resulting from any action taken by it at
the specific direction of the Trustee;
provided, however, that the Company, in lieu of causing any such
agency to furnish such an instrument, may make such other
arrangements with the Trustee in respect of any such agency as
shall be satisfactory to the Trustee.
SECTION 3. For purposes of the Original Indenture, this
Supplemental Indenture and the Pledge Bonds, the Trustee is
permitted to assume for all purposes that the rate of interest on
the Pledge Bonds is the applicable initial interest rate
expressed in this Supplemental Indenture.
ARTICLE III
MISCELLANEOUS PROVISIONS
------------------------
SECTION 1. The Original Indenture, as heretofore
supplemented, is in all respects ratified and confirmed, and the
Original Indenture, this Supplemental Indenture and all other
indentures supplemental to the Original Indenture shall be read,
taken and construed as one and the same instrument. Neither the
execution of this Supplemental Indenture nor anything herein
contained shall be construed to impair the lien of the Indenture
on any of the property subject thereto, and such lien shall
remain in full force and effect as security for all bonds now
outstanding or hereafter issued under the Indenture. All
covenants and provisions of the Original Indenture, except as
modified by this Supplemental Indenture and all other indentures
supplemental to the Original Indenture, shall continue in full
force and effect for the respective periods of time therein
specified, and this Supplemental Indenture shall form part of the
Indenture. All terms defined in Article I of the Original
Indenture shall, for all purposes of this Supplemental Indenture,
have the meanings in said Article I 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.
EXECUTION
IN WITNESS WHEREOF, The Toledo Edison Company has caused its
corporate name to be hereunto affixed, this instrument to be
signed by its President or a Vice President and its corporate
seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary for and in its behalf 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, an Assistant Secretary or a Corporate
Trust Officer, for and in its behalf, all as of the day and year
first above written.
THE TOLEDO EDISON COMPANY
By: /s/ Richard H. Marsh
--------------------------------
Richard H. Marsh, Vice President
Attest
/s/ Nancy C. Ashcom
- --------------------------------------
Nancy C. Ashcom, Corporate Secretary
Signed, sealed and acknowledged by
The Toledo Edison Company
in the presence of
/s/ Thomas C. Navin
- --------------------------------------
Thomas C. Navin
/s/ Cynthia A. LaFlame
- --------------------------------------
Cynthia A. LaFlame
As witnesses
THE CHASE MANHATTAN BANK,
AS TRUSTEE
By: /s/ P.J. Gilkeson
--------------------
P.J. Gilkeson, Vice President
Attest:
/s/ R. Lorenzen
- ---------------------------------
R. Lorenzen, Senior Trust Officer
Signed, sealed and acknowledged by
The Chase Manhattan Bank
in the presence of
/s/ W. Keenan
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W. Keenan
/s/ David Trakimowicz
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David Trakimowicz
As witnesses
STATE OF OHIO
COUNTY OF SUMMIT
On this 5th day of June, 1998, 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 the free act
and deed of said corporation.
/s/ Susie M. Hoisten
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Notary Public
Susie M. Hoisten
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission expires November 19, 2001
STATE OF NEW YORK
COUNTY OF NEW YORK
On this 4th day of June, 1998, before me personally
appeared P.J. Gilkeson and R. Lorenzen, to me personally known,
who being by me severally duly sworn, did say that they are a
Vice President and a Senior Trust Officer, respectively, of The
Chase Manhattan Bank, that the seal affixed to the foregoing
instrument is the corporate seal of said corporation and that
said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said
officers severally acknowledged said instrument to the free act
and deed of said corporation.
/s/ Emily Fayan
---------------------------------
Notary Public
Emily Fayan
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate Filed in New York County
Commission expires December 31, 1999