EXECUTION COPY
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OHIO EDISON COMPANY
with
BANKERS TRUST COMPANY,
As Trustee
_______________
Sixty-Eighth Supplemental Indenture
Providing among other things for
First Mortgage Bonds
Guarantee Series of 1997 due 2000
_______________
Dated as of June 1, 1997
================================================================
SUPPLEMENTAL INDENTURE, dated as of June 1, 1997 between
Ohio Edison Company, a corporation organized and existing under
the laws of the State of Ohio (hereinafter called the
"Company"), party of the first part, and Bankers Trust Company,
a corporation organized and existing under the laws of the State
of New York, as Trustee under the Indenture hereinafter referred
to, party of the second part.
Whereas, the Company has heretofore executed and delivered
to Bankers Trust Company, as Trustee (hereinafter called the
"Trustee"), a certain Indenture of Mortgage and Deed of Trust,
dated as of August 1, 1930, to secure an issue of bonds of the
Company, issued and to be issued in series, from time to time,
in the manner and subject to the conditions set forth in the
said Indenture; and the said Indenture has been supplemented by
supplemental indentures, dated as of August 1, 1930, March 3,
1931, as of November 1, 1935, as of January 1, 1937, as of
September 1, 1937, as of June 13, 1939, as of September 1, 1944,
as of April 1, 1945, as of September 1, 1948, as of May 1, 1950,
as of January 1, 1954, as of May 1, 1955, as of August 1, 1956,
as of March 1, 1958, as of April 1, 1959, as of June 1, 1961, as
of September 1, 1969, as of May 1, 1970, as of September 1,
1970, as of June 1, 1971, as of August 1, 1972, as of September
1, 1973, as of August 1, 1974, as of July 1, 1976, as of
December 1, 1976, as of June 15, 1977, as of May 15, 1978, as of
February 1, 1980, as of April 15, 1980, as of June 15, 1980, as
of October 1, 1981, as of October 15, 1981, as of February 15,
1982, as of July 1, 1982, as of March 1, 1983, as of March 1,
1984, as of September 15, 1984, as of September 27, 1984, as of
November 8, 1984, as of December 1, 1984, as of December 5,
1984, as of January 1, 1985, as of January 30, 1985, as of
February 25, 1985, as of July 1, 1985, as of October 1, 1985, as
of January 15, 1986, as of May 20, 1986, as of June 3, 1986, as
of October 1, 1986, as of July 15, 1989, as of August 25, 1989,
as of February 15, 1991, as of May 1, 1991, as of May 15, 1991,
as of September 15, 1991, as of April 1, 1992, as of June 15,
1992, as of September 15, 1992, as of April 1, 1993, as of June
15, 1993, as of September 15, 1993, as of November 15, 1993, as
of April 1, 1995, as of May 1, 1995, and as of July 1, 1995,
respectively, which Indenture as so supplemented and to be
hereby supplemented is hereinafter referred to as the
"Indenture"; and
Whereas, the Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of
bonds and of the coupons to be attached to the coupon bonds, if
any, to be substantially in the forms set forth therein with
such insertions, omissions and variations as the Board of
Directors of the Company may determine; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Indenture, in accordance with
the requirements of the Letter of Credit and Reimbursement
Agreement dated as of June 30, 1997 among the Company, Deutsche
Bank AG, New York Branch, as Agent (the "Agent") and Issuing
Bank, and the Banks named therein (as the same may be amended
from time to time, the "Reimbursement Agreement"), has duly
determined to create a new series of bonds under the Indenture,
consisting of f$54,375,000 in principal amount to be designated
as "First Mortgage Bonds Guarantee Series of 1997 due 2000"
(hereinafter sometimes referred to as the "bonds of Guarantee
Series"), the bonds of which series are to bear interest (which
for the purposes hereof shall also include commissions, fees and
other amounts (other than amounts payable as principal) due and
owing under the Reimbursement Agreement) at the same rates and
on the same dates as the Reimbursement Agreement provides for
the accrual and payment of interest, fees, commissions and such
other amounts, are to mature on September 16, 2000, or, as
provided herein, such later date as shall correspond to the
latest Stated Termination Date (as defined in the Reimbursement
Agreement) of the Letter of Credit (as defined in the
Reimbursement Agreement) issued and outstanding under the
Reimbursement Agreement, and are to be substantially in the
following form:
THIS BOND IS NOT TRANSFERABLE EXCEPT (X) TO A SUCCESSOR AGENT
UNDER A LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, DATED AS
OF JUNE 30, 1997, AMONG THE OHIO EDISON COMPANY, THE AGENT, THE
ISSUING BANK AND THE BANKS NAMED THEREIN AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, OR (Y) IN CONNECTION WITH THE
EXERCISE OF THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF
CONSEQUENT UPON AN "EVENT OF DEFAULT" AS DEFINED IN SUCH
REIMBURSEMENT AGREEMENT.
OHIO EDISON COMPANY
First Mortgage Bond Guarantee Series of 1997 Due
2000
Due September 16, 2000
$ No.
Ohio Edison Company, a corporation of the State of Ohio
(hereinafter called the Company), for value received, hereby
promises to pay to DEUTSCHE BANK AG, NEW YORK BRANCH, as Agent
under the Reimbursement Agreement hereinafter described, 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 in the City of Akron,
Ohio, on the dates and in the amounts set forth in the
Reimbursement Agreement for the payment of the principal of
demand loans and the reimbursement of drawings under the Letter
of Credit (as defined in the Reimbursement Agreement) and to pay
interest on said sum as described on the reverse hereof, 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.
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 Bankers Trust
Company, the Trustee under the Mortgage referred to on the
reverse hereof, or its successor thereunder, shall have
authenticated the form of certificate endorsed hereon.
In witness whereof, Ohio Edison Company has caused this
bond to be signed in its name by its President or a Vice
President, by his signature or a facsimile thereof, and its
corporate seal to be printed hereon, attested by its Secretary
or an Assistant Secretary, by his or her signature or a
facsimile thereof.
Dated, June __, 1997
Ohio Edison Company
By____________________
Title: President
Attest:
_________________________
Title: Secretary
Trustee's Authentication Certificate
This bond is one of the bonds of the series designated
therein, described in the within-mentioned Mortgage.
Bankers Trust Company,
as Trustee,
By_________________________
Authorized Officer
OHIO EDISON COMPANY
First Mortgage Bond Guarantee Series of 1997 Due 2000
This bond is one of an issue of bonds of the Company,
issuable in series, and is one of a series known as its First
Mortgage Bonds of the series designated in its title, all issued
and to be issued under and equally secured (except as to any
sinking fund established in accordance with the provisions of
the Mortgage hereinafter mentioned for the bonds of any
particular series) by an Indenture of Mortgage and Deed of
Trust, dated as of August 1, 1930, executed by the Company to
Bankers Trust Company, as Trustee, as amended and supplemented
by indentures supplemental thereto, to which Indenture as so
amended and supplemented (herein referred to as the "Mortgage")
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 have been issued to Deutsche Bank
AG, New York Branch ("DBNY"), as Agent (including any successors
as Agent under the Reimbursement Agreement, the "Agent") in
connection with the execution and delivery by the Company of the
Letter of Credit and Reimbursement Agreement dated as of June
30, 1997 among the Company, DBNY as Agent and Issuing Bank, and
the Banks named therein (as the same may be amended from time to
time, the "Reimbursement Agreement"). The principal amount of
this bond shall equal $54,375,000.
Except as hereinafter provided, interest (which for the
purposes hereof shall also include commissions, fees and other
amounts (other than amounts payable as principal) due and owing
under the Reimbursement Agreement) on this bond accrues and is
payable at the same rates and on the same dates as the
Reimbursement Agreement provides for the accrual and payment of
interest, fees, commissions and such other amounts.
The obligation of the Company to make payments with respect
to the principal and interest (calculated as set forth above) on
the bonds of this Series whether at stated maturity, as a result
of acceleration of maturity or upon mandatory redemption shall
be fully or partially, as the case may be, satisfied and
discharged to the extent that, at any time that any such payment
shall become due, the Company shall have fully or partially paid
the then due principal amount of any demand loans or any
unreimbursed drawings under the Letter of Credit outstanding
under the Reimbursement Agreement, or the then due interest on
any thereof, or any fees, commissions or other amounts payable
under the Reimbursement Agreement.
The maturity date of bonds of this Series shall be extended
automatically, without further written amendment or other action
by either the Company or the Trustee, to correspond to the
latest Stated Termination Date of the Letter of Credit, as the
same may be extended pursuant to the Reimbursement Agreement,
but in no event shall such maturity be extended beyond September
1, 2012.
The bonds of this series shall be redeemed in whole, by
payment of the principal amount thereof plus accrued interest
(calculated as set forth above) thereon, if any, to the date
fixed for redemption, upon receipt by the Trustee of a written
advice from the Agent, stating that an Event of Default (as
defined in the Reimbursement Agreement) has occurred pursuant to
the provisions of Section 6.01 of the Reimbursement Agreement,
specifying the date of the occurrence of such an Event of
Default, stating such occurrence of an Event of Default has not
been annulled and demanding payment of the principal amount
hereof plus accrued interest (calculated as set forth above)
hereon to the date fixed for such redemption. As provided in
the supplemental indenture establishing the terms and provisions
of the bonds of this series, the date fixed for such redemption
shall be the date specified in the aforesaid written advice as
the date of the occurrence of an Event of Default. As provided
in said supplemental indenture, the aforementioned redemption
shall become null and void for all purposes under said
supplemental indenture and the Mortgage upon receipt by the
Trustee of written notice from the Agent confirming that such
Event of Default under the Reimbursement Agreement is no longer
continuing prior to such redemption, and thereupon no redemption
of the bonds of this series and no payment in respect thereof
shall be effected or required. But no such rescission shall
extend to any subsequent written advice from the Agent or impair
any right consequent on such subsequent written advice.
Bonds of this series are not otherwise redeemable prior to
their maturity.
As more fully described in the supplemental indenture
establishing the terms and provisions of the bonds of this
series (the "Indenture Supplement"), the Company reserves the
right, without any consent or other action by holders of the
bonds of this series, to amend the Mortgage to provide (a) that
the Mortgage, the rights and obligations of the Company and the
rights of the bondholders may be modified with the consent of
the holders of not less than 60% in principal amount of the
bonds adversely affected; provided, however, that no
modification shall (1) extend the time, or reduce the amount, of
any payment on any bond, without the consent of the holder of
each bond so affected, (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of
the Mortgage, without the consent of the holders of all bonds
then outstanding, or (3) reduce the above percentage of the
principal amount of bonds the holders of which are required to
approve any such modification without the consent of the holders
of all bonds then outstanding and (b) that (i) additional bonds
may be issued against 70% of the value of the property which
forms the basis for such issuance and (ii) the charge against
property subject to a prior lien which is used to effectuate the
release of property under the Mortgage be similarly based.
The principal hereof may be declared or may become due on
the conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a completed default as in the
Mortgage provided.
No recourse shall be had for the payment of the principal
of or interest (calculated as set forth above) on this bond
against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or
director of the Company or of any predecessor or successor
corporation, either directly or through the Company or any
predecessor or successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment
or otherwise, all such liability of incorporators, subscribers,
stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
The bonds of this series are issuable only as registered
bonds without coupons in denominations of $1,000 and authorized
multiples thereof. Subject to the restrictions contained in the
Reimbursement Agreement, this bond is transferable as prescribed
in the Mortgage by the registered owner hereof, and exchangeable
as set forth in the next sentence, 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, upon surrender and cancellation of this bond and
thereupon a new registered bond or bonds of the same series for
a like aggregate principal amount, in authorized denominations,
will be issued to the transferee in exchange therefor, as
provided in the Mortgage, and upon payment, if the Company shall
require it, of the transfer charges therein prescribed. In the
event the maturity of bonds of this Series is extended in
accordance with the provisions hereof and of the Indenture
Supplement, as a result of the extension of the Stated
Termination Date of the Letter of Credit, as the same may be
extended pursuant to the Reimbursement Agreement, the holder
hereof shall be entitled to exchange this bond for a bond or
bonds stating such new maturity date. The Company and the
Trustee may deem and treat the person in whose name this bond is
registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due
hereon and for all other purposes. Registered bonds of this
series shall be exchangeable at said offices or agencies of the
Company for registered bonds of other authorized denominations
having the same aggregate principal amount, in the manner and
upon the conditions prescribed in the Mortgage. Notwithstanding
any provision of the Mortgage, (a) neither the Company nor the
Trustee shall be required to make transfers or exchanges of
bonds of this series during the period between any interest
payment date for such series and the record date next preceding
such interest payment date, and (b) no charge shall be made upon
any transfer or exchange of bonds of this series other than for
any tax or taxes or other governmental charge required to be
paid by the Company.
[END OF BOND OF GUARANTEE SERIES]
and
Whereas, Section 115 of the Indenture provides that the
Company and the Trustee may, from time to time and at any time,
enter into such indentures supplemental thereto as shall be
deemed necessary or desirable for one or more purposes,
including, among others, to describe and set forth the
particular terms and the form of additional series of bonds to
be issued under the Indenture, to add other limitations on the
issue of bonds, withdrawal of cash or release of property, to
add to the covenants and agreements of the Company for the
protection of the holders of the bonds and of the mortgaged and
pledged property, to supplement defective or inconsistent
provisions contained in the Indenture, and for any other purpose
not inconsistent with the terms of the Indenture; and
Whereas, all things necessary to make the bonds of
Guarantee Series when authenticated by the Trustee and issued as
in the Indenture provided, the valid, binding and legal
obligations of the Company, entitled in all respects to the
security of the Indenture, have been done and performed, and the
creation, execution and delivery of this Supplemental Indenture
have in all respects been duly authorized; and
Whereas, the Company and Trustee deem it advisable to enter
into this Supplemental Indenture for the purposes of describing
the bonds of Guarantee Series and of establishing the terms and
provisions thereof, confirming the mortgaging under the
Indenture of additional property for the equal and proportionate
benefit and security of the holders of all bonds at any time
issued thereunder, amplifying the description of the property
mortgaged, adding other limitations to the Indenture on the
issue of bonds, withdrawal of cash or release of property, and
adding to the covenants and agreements of the Company for the
protection of the holders of bonds and of mortgaged and pledged
property;
Now, therefore, this supplemental indenture witnesseth:
That Ohio Edison Company, in consideration of the premises and
of one dollar to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and of the purchase and acceptance of the
bonds issued or to be issued hereunder by the holders thereof,
and in order to secure the payment both of the principal and
interest of all bonds at any time issued and outstanding under
the Indenture, according to their tenor and effect, and the
performance of all the provisions of the Indenture and of said
bonds, hath granted, bargained, sold, released, conveyed,
assigned, transferred, pledged, set over and confirmed and by
these presents doth grant, bargain, sell, release, convey,
assign, transfer, pledge, set over and confirm unto Bankers
Trust Company, as Trustee, and to its successor or successors in
said trust, and to its and their assigns forever, all the
properties of the Company described in Schedule A (which is
identified by the signature of an officer of each party hereto
at the end thereof) hereto annexed and hereby made a part
hereof;
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Article XI of the Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property
and franchises and every part and parcel thereof.
The Company does hereby agree and does hereby confirm and
reaffirm the agreement made by it in the Indenture, dated as of
August 1, 1930, that all the property, rights and franchises
acquired by the Company after the date of the Indenture, dated
as of August 1, 1930 (except any hereinafter expressly
excepted), shall be as fully embraced within the lien of the
Indenture as if such property had been owned by the Company on
the date of the Indenture, dated as of August 1, 1930 and was
specifically described therein and conveyed thereby and does
hereby confirm that the Company will not cause or consent to a
partition, whether voluntary or through legal proceedings, of
property, whether herein described or heretofore or hereafter
acquired, in which its ownership shall be as a tenant in common
except as permitted by and in conformity with the provisions of
the Indenture and particularly of Article XI thereof.
Provided that the following are not and are not intended to
be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the
lien and operation of the Indenture, viz.: cash, shares of
stock and obligations (including bonds, notes and other
securities) not heretofore or hereafter specifically pledged,
paid or deposited or delivered under the Indenture or covenanted
so to be.
To have and to hold all such properties, real, personal and
mixed, mortgaged, pledged or conveyed by the Company as
aforesaid, or intended so to be, unto the Trustee and its
successors and assigns forever.
In trust, nevertheless, upon the terms and trusts of the
Indenture for those who shall hold the bonds and coupons issued
and to be issued thereunder, or any of them, without preference,
priority or distinction as to lien of any of said bonds and
coupons over any others thereof by reason of priority in the
time of the issue or negotiations thereof, or otherwise
howsoever, subject, however, to the provisions in reference to
extended, transferred or pledged coupons and claims for interest
set forth in the Indenture (and subject to any sinking funds
that may be hereafter created for the benefit of any particular
series).
Provided, however, and these presents are upon the
condition that if the Company, its successors or assigns, shall
pay or cause to be paid, the principal of and interest on said
bonds, at the times and in the manner stipulated therein and
herein, and shall keep, perform and observe all and singular the
covenants and promises in said bonds and in the Indenture
expressed to be kept, performed and observed by or on the part
of the Company, then this Supplemental Indenture and the estate
and rights hereby granted shall cease, determine and be void,
otherwise to be and remain in full force and effect.
It is hereby covenanted, declared and agreed, by the
Company, that all such bonds and coupons are to be issued,
authenticated and delivered, and that all property subject or to
become subject hereto is to be held, subject to the further
covenants, conditions, uses and trusts in the Indenture set
forth, and the parties hereto mutually agree as follows:
Section 1. Bonds of Guarantee Series shall mature on
September 16, 2000, or such later date as shall correspond to
the latest Stated Termination Date of the Letter of Credit, as
the same may be extended pursuant to the Reimbursement
Agreement, but in no event shall such maturity be extended
beyond September 1, 2012, and shall be designated as the
Company's "First Mortgage Bonds Guarantee Series of 1997 due
2000." The bonds of Guarantee Series shall bear interest (which
for the purposes hereof shall also include commissions, fees and
other amounts (other than amounts payable as principal) due and
owing under the Reimbursement Agreement) at the same rates and
on the same dates as the Reimbursement Agreement provides for
the accrual and payment of interest, fees, commissions and such
other amounts. Principal or redemption price of and interest on
the bonds of 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 Guarantee Series may be issued,
originally or otherwise, only as registered bonds, substantially
in the form of bond hereinbefore recited, and in the
denominations of $1,000 and authorized multiples thereof.
Delivery of a bond of 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 Guarantee Series shall be redeemable pursuant
to the requirements of this Sixty-Eighth Supplemental Indenture
in whole, prior to maturity, upon receipt by the Trustee of a
written advice from the Agent, stating that an Event of Default
has occurred pursuant to the provisions of Section 6.01 of the
Reimbursement Agreement, specifying the date of the occurrence
of such an Event of Default, stating such occurrence of an Event
of Default has not been annulled and demanding payment of the
principal amount hereof plus accrued interest (calculated as set
forth above) hereon to the date fixed for such redemption. The
Trustee shall immediately upon receiving such written advice
mail a copy thereof to the Company stamped or otherwise marked
to indicate the date of receipt by the Trustee. The redemption
date shall be the date specified in the aforesaid written advice
as the date of such occurrence of an Event of Default under the
Reimbursement Agreement. The terms "Agent" and "Reimbursement
Agreement" shall have the meanings specified in the form of bond
of Guarantee Series provided for herein. Redemption of the
bonds of Guarantee Series shall be at the principal amount
thereof, plus accrued interest thereon to the date fixed for
redemption and such amount shall become due and payable on the
date fixed for such redemption. Anything in this paragraph
contained to the contrary notwithstanding, if prior to such
redemption, the Trustee shall have been advised in writing by
the Agent that such Event of Default under the Reimbursement
Agreement is no longer continuing and that the aforesaid written
advice has been rescinded, the aforesaid written advice shall
thereupon, without further act of the Trustee or the Company, be
rescinded and become null and void for all purposes hereunder
and no redemption of the bonds of Guarantee Series and no
payments in respect thereof shall be effected or required. But
no such rescission shall extend to any subsequent written advice
from the Agent or impair any right consequent on such subsequent
written advice.
Section 2. Bonds of Guarantee Series shall be deemed to be
paid and no longer outstanding under the Indenture to the extent
that the Company's obligations with respect to the principal,
interest, commissions, fees and other amounts payable under or
in connection with the Reimbursement Agreement which are due
from time to time under the Reimbursement Agreement are, and the
Letter of Credit issued pursuant thereto is, no longer
outstanding and the Trustee has been notified to such effect by
the Company.
Section 3. Subject to the terms of the Reimbursement
Agreement, bonds of Guarantee Series may be transferred by the
registered owners thereof, and exchanged as set forth in the
next sentence, 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 hereinbefore recited. In the event the
maturity of bonds of Guarantee Series is extended in accordance
with the provisions hereof, as a result of the extension of the
Stated Termination Date of the Letter of Credit, as the same may
be extended pursuant to the Reimbursement Agreement, the holder
hereof shall be entitled to exchange this bond for a bond or
bonds stating such new maturity date. Bonds of Guarantee Series
shall be exchangeable for other registered bonds of the same
series, in the manner and upon the conditions prescribed in the
Indenture, and in the form of bond hereinbefore recited, upon
the surrender of such bonds at said offices or agencies of the
Company. However, notwithstanding the provisions of Section 14
or 15 of the Indenture, no charge shall be made upon any
transfer or exchange of bonds of said series other than for any
tax or taxes or other governmental charge required to be paid by
the Company.
Section 4. Bonds of Guarantee Series shall be considered
and deemed to be "outstanding" for all purposes under the
Mortgage in the full principal amount thereof, until the
maturity thereof, regardless of whether any amounts have accrued
thereunder or are then due and owing thereunder.
Section 5. The Company reserves the right, without any
consent or other action by holders of the bonds of Guarantee
Series, or any subsequent series of bonds, to amend the
Indenture by inserting the following language as Section 115A
immediately following current Section 115 of the Indenture:
With the consent of the holders of not less than sixty per
centum (60%) in principal amount of the bonds at the time
outstanding or their attorneys-in-fact duly authorized, or, if
the rights of the holders of one or more, but not all, series
then outstanding are affected, the consent of the holders of not
less than sixty per centum (60%) in aggregate principal amount
of the bonds at the time outstanding of all affected series,
taken together, and not any other series, the Company, when
authorized by a resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or modifying
the rights and obligations of the Company and the rights of the
holders of any of the bonds and coupons; provided, however, that
no such supplemental indenture shall (1) extend the maturity of
any of the bonds or reduce the rate or extend the time of
payment of interest thereon, or reduce the amount of the
principal thereof, or reduce any premium, payable on the
redemption thereof or change the coin or currency in which any
bond or interest thereon is payable, without the consent of the
holder of each bond so affected, or (2) permit the creation of
any lien, not otherwise permitted, prior to or on a parity with
the lien of this Indenture, without the consent of the holders
of all of the bonds then outstanding, or (3) reduce the
aforesaid percentage of the principal amount of bonds the
holders of which are required to approve any such supplemental
indenture, without the consent of the holders of all the bonds
then outstanding. For the purposes of this Section, bonds shall
be deemed to be affected by a supplemental indenture if such
supplemental indenture adversely affects or diminishes the right
of holders thereof against the Company or against its property.
Upon the written request of the Company, accompanied by a
resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of
the consent of bondholders as aforesaid (the instrument or
instruments evidencing such consent to be dated within one year
of such request), the Trustee shall join with the Company in the
execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. The Trustee shall be
entitled to receive and, subject to Section 102 of the Indenture
and Article Five of the Seventh Supplemental Indenture, may rely
upon an opinion of counsel as conclusive evidence that any such
supplemental indenture is authorized or permitted by the
provisions of this Section.
It shall not be necessary for the consent of the
bondholders under this Section to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.
The Company and the Trustee, if they so elect, and either
before or after such 60% or greater consent has been obtained,
may require the holder of any bond consenting to the execution
of any such supplemental indenture to submit his bond to the
Trustee or to such bank, banker or trust company as may be
designated by the Trustee for the purpose, for the notation
thereon of the fact that the holder of such bond has consented
to the execution of such supplemental indenture, and in such
case such notation, in form satisfactory to the Trustee, shall
be made upon all bonds so submitted, and such bonds bearing such
notation shall forthwith be returned to the persons entitled
thereto. All subsequent holders of bonds bearing such notation
shall be deemed to have consented to the execution of such
supplemental indenture, and consent, once given or deemed to be
given, may not be withdrawn.
Prior to the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this
Section, the Company shall publish a notice, setting forth in
general terms the substance of such supplemental indenture, at
least once in one daily newspaper of general circulation in each
city in which the principal of any of the bonds shall be
payable, or, if all bonds outstanding shall be registered bonds
without coupons or coupon bonds registered as to principal, such
notice shall be sufficiently given if mailed, first class,
postage prepaid, and registered if the Company so elects, to
each registered holder of bonds at the last address of such
holder appearing on the registry books, such publication or
mailing, as the case may be, to be made not less than thirty
days prior to such execution. Any failure of the Company to
give such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental
indenture.
Section 6. The Company reserves the right, without any
consent or other action by the holders of the bonds of Guarantee
Series, or any subsequent series of bonds, to amend the
Indenture by deleting the phrase "sixty per centum (60%)" in
Section 28 of the Indenture and substituting therefor the phrase
"seventy per centum (70%)" and by deleting the phrase "One
hundred sixty-six and two-thirds per cent. (166 2/3%)" in
Sections 65 and 67 of the Indenture and substituting therefor
the phrase "One hundred and forty-two and eighty-six hundredths
per cent. (142.86%)".
Section 7. Except as herein otherwise expressly provided,
no duties, responsibilities or liabilities are assumed, or shall
be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture; the Trustee shall not be responsible for
the recitals herein or in the bonds (except the Trustee's
authentication certificate), all of which are made by the
Company solely; and this Supplemental Indenture is executed and
accepted by the Trustee, subject to all the terms and conditions
set forth in the Indenture, as fully to all intents and purposes
as if the terms and conditions of the Indenture were herein set
forth at length.
Section 8. As supplemented by this Supplemental Indenture,
the Indenture is in all respects ratified and confirmed, and the
Indenture as herein defined, and this Supplemental Indenture,
shall be read, taken and construed as one and the same
instrument.
Section 9. 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 10. 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.
In witness whereof, Ohio Edison Company, party of the first
part hereto, and Bankers Trust Company, party of the second part
hereto, have caused these presents to be executed in their
respective names by their respective Presidents or one of their
Vice Presidents or Assistant Vice Presidents and their
respective seals to be hereunto affixed and attested by their
respective Secretaries or one of their Assistant Secretaries or
Assistant Treasurers, all as of the day and year first above
written.
Ohio Edison Company
[Seal]
By: /S/ John A. Gill
----------------------
Title: Vice President
Attest: /s/ Nancy C. Ashcom
Title: Secretary
Signed, Sealed and Acknowledged on behalf of
Ohio Edison Company in the presence of:
/s/ Cynthia A. LaFlame
------------------------
Cynthia A. Laflame
/s/ Suzette H. Sharif
------------------------
Suzette H. Sharif
Bankers Trust Company
[Seal]
By: /s/ Scott Thiel
-----------------------------
Title: Assistant Vice President
Attest: /s/ Paul Dispenza
-------------------------------
Title: Assistant Vice President
Signed, Sealed and Acknowledged on behalf of
Bankers Trust Company in the presence of:
/s/ Barbara Nastro
----------------------
Barbara Nastro
/s/ William T. Jenkins, Jr.
--------------------------------
William T. Jenkins, Jr.
State of Ohio )
: ss.:
County of Summit )
On the 26th day of June, 1997, personally appeared before
me, a Notary Public in and for the said County and State
aforesaid, John A. Gill, and Nancy C. Ashcom, to me known and
known to me to be a Vice President and Secretary, respectively,
of Ohio Edison Company, the corporation which executed the
foregoing instrument, and who severally acknowledged that they
did sign and seal such instrument as such Vice President and
Secretary, respectively, of Ohio Edison Company, the same is
their free act and deed and the free and corporate act and deed
of said corporation.
In witness whereof, I have hereunto set my hand and seal
the 26th day of June, 1997.
/s/ Debra L. Cordea
----------------------
Debra L. Cordea, Notary Public
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Nov. 20, 1999
[Seal]
State of Ohio )
: ss.:
County of Summit )
On the 26th day of June, 1997, before me personally came
John A. Gill, to me known, who, being by me duly sworn, did
depose and say that he resides at 123 Meadow Lane, Peninsula,
Ohio 44264; that he is a Vice President of Ohio Edison Company,
one of the corporations described in and which executed the
above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of
said corporation, and that he signed his name thereto by like
order.
/s/ Debra L. Cordea
----------------------
Debra L. Cordea, Notary Public
Residence - Summit County
State Wide Jurisdiction, Ohio
My Commission Expires Nov. 20, 1999
[Seal]
State of New York )
: ss.:
County of New York)
On the 30th day of June, 1997, personally appeared before
me, a Notary Public in and for the said County and State
aforesaid, Scott Thiel and Paul Dispenza, to me known and known
to me to be an Assistant Vice President and Assistant Vice
President, respectively, of Bankers Trust Company, the
corporation which executed the foregoing instrument, and who
severally acknowledged that they did sign and seal such
instrument as such Assistant Vice President and Assistant Vice
President for and on behalf of said corporation and that the
same is their free act and deed and the free and corporate act
and deed of said corporation.
In witness whereof, I have hereunto set my hand and seal
the 30th day of June, 1997.
/s/ Sharon v. Alston
------------------------
Sharon V. Alston
Notary Public, State of New York
No. 31-4966275
Qualified in New York County
Commission Expires 5/7/98
[Seal]
State of New York )
: ss.:
County of New York )
On the 30th day of June, 1997, before me personally came
Scott Thiel, to me known, who, being by me duly sworn, did
depose and say that he resides at Stanhope, New Jersey 07874;
that he is an Assistant Vice President of Bankers Trust Company,
one of the parties described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.
/s/ Sharon V. Alston
---------------------------
Sharon V. Alston
Notary Public, State of New York
No. 31-4966275
Qualified in New York County
Commission Expires 5/7/98
[Seal]
Bankers Trust Company hereby certifies that its precise
name and address as Trustee hereunder are:
Bankers Trust Company
Four Albany Street
Borough of Manhattan
City, County and State of New York 10006
Bankers Trust Company
By: /s/ Scott Thiel
---------------------------------
Title: Assistant Vice President
SCHEDULE A
Detailed Description of Additional Properties
A. OFFICE BUILDINGS, STORE HOUSES, ETC.
The following offices, storerooms, warehouses, and other
buildings of the Company, together with all land of the Company
on which the same are situated, and all easements, rights of way
and appurtenances of said lands, together with all furniture and
fixtures located in said buildings:
1. Land and dwelling, 777 Mayfield Drive, Marion Township,
Marion County, Ohio.
2. Land and dwelling, 4181 Autumn Creek Drive, German Township,
Clark County, Ohio.
3. Land and dwelling, 3300 St. Clair Avenue, St. Clair
Township, Columbiana County, Ohio.
4. Land and dwelling, 33925 S. Park Circle, St. Clair Township,
Columbiana County, Ohio.
5. Land and dwelling, 3970 Walnut Wood Way, City of Green,
Summit County, Ohio.
6. Land and dwelling, 699 E. Church Street, City of Marion,
Marion County, Ohio.
7. Land and dwelling, 1124 Colonial Avenue, City of Marion,
Marion County, Ohio.
B. ELECTRIC TRANSMISSION LINES
The following electric transmission lines of the Company,
including the towers, poles, line poles, wire, switch racks,
insulators and other appurtenances, and equipment owned by the
Company, and all other property of the Company, with all the
Company's rights of way, easements, permits, privileges and
consents, licenses and rights over or relating to the
construction, maintenance or operation thereof, through, over,
under or upon any public streets or highways or other lands,
public or private.
1. Seville Substation Loop: Double circuit wood pole
construction extending from Pole #10189 on the existing Star-W.
Medina Line, westerly to Seville Substation, a distance of 0.87
mile, being located in Guilford and Westfield Townships, Medina
County, Ohio.
2. Blue Jacket-Kirby: New single circuit wood pole construction
extending from Kirby Substation westerly and northerly to
interconnect with D. P. & L. Company at Pole #11181, a distance
of 6.32 miles, being located in Claibourne Township, Union
County, Ohio.
3. Avery Substation Loop: Double circuit wood pole construction
extending from Pole #8894 on the existing Greenfield-Shinrock
Line northerly to Avery Substation, a distance of 0.08 mile,
being located in Milan Township, Erie County, Ohio.
4. Nevada Tap: Single circuit wood pole construction extending
from Tower #6589 southerly and westerly to Nevada Substation, a
distance of 0.06 mile, being located in Boardman Township,
Mahoning County, Ohio.
5. Lakemore Loop: Double circuit wood pole construction
extending from Tower #7957 on the existing Gilchrist-South Akron
Line northerly, northwesterly, and westerly to Lakemore
Substation, a distance of 0.25 mile, all being located in
Springfield Township, Summit County, Ohio.
6. Babb-Evans: Single circuit construction on existing steel
towers, new wood poles, and new steel poles. Extending from
Babb Substation southerly, easterly, northwesterly, and westerly
to Evans Substation, a distance of 4.7 miles, all being located
in the City of Akron, Summit County, Ohio.
7. Chamberlin Loop: Double circuit steel pole construction
extending from steel tower #42839 and from steel pole #42845 in
the existing Harding-Mansfield Line northerly and easterly to
Chamberlin Substation, a distance of 0.79 mile, all being
located in the City of Macedonia, Twinsburg Township, Summit
County, Ohio.
8. Clark-Urbana: Single circuit wood pole construction
extending from Clark Substation in a northerly direction to the
D. P. & L. Company Interconnection at Pole A, a distance of 8.70
miles, being located in Mad River Township, Springfield Township
and German Township in Clark County and Urbana Township in
Champaign County, Ohio.
Akron Division
9. Macedonia-W. Akron Relocate for Glencairn: Single circuit
wood pole construction extending from Structure #31-N on the
existing line easterly and southerly to Structure #57 on the
existing line, an increased distance of 0.21 mile, all being
located in Richfield Township, Summit County, State of Ohio.
10. Case Tap: Single and double wood pole construction
extending from Structure #32 on the existing Aurora-Chamberlin
Line at Highland Road southerly and westerly at Case Substation,
a distance of 0.43 mile of single circuit construction and 0.27
mile of double circuit construction, all located in Twinsburg,
Summit County, State of Ohio.
11. Aurora-Chamberlin: New single circuit wood pole
construction extending from Chamberlin Substation easterly and
southerly to Pole #63 south of the Conrail Railroad, a distance
of 0.17 mile, being located in Summit County, Ohio.
12. Aurora-Chamberlin: New wood pole construction extending
from Pole #63 to Pole #2 near Hadden Road, a distance of 1.16
miles, being located in the City of Twinsburg and Twinsburg
Township, Summit County, Ohio.
13. Prospect Substation Tap: Single circuit wood pole
construction extending from Pole #61 on the existing Ravenna-
West Ravenna #2 Line easterly to Prospect Substation, a distance
of 0.05 mile, being located in Rootstown Township, Portage
County, Ohio.
14. Shiloh Tap: Single circuit wood pole construction extending
from Pole #10 on the existing Abbe-Medina Line, westerly to
Shiloh Substation, a distance of 0.02 mile, being located in
Liverpool Township, Medina County, Ohio.
15. Seville Loop: Double circuit wood pole construction
extending from Pole #74 on the existing Rittman Line northerly
and northeasterly to Seville Substation, a distance of 0.75
mile, being located in Westfield Township, Medina County, Ohio.
16. Quarry Substation Loop: Single circuit wood pole
construction extending from Pole #110 on the existing Avery-
Greenfield Lone, easterly to Quarry Substation, a distance of
0.2 mile, being located in Perkins Township, Erie County, Ohio.
17. Bechtel McLaughlin Tap: Single circuit wood pole
construction extending from Pole #20 on the existing Carriage-
Greenfield Line, easterly to Bechtel McLaughlin Substation, a
distance of 0.07 mile, being located in Perkins Township, Erie
County, Ohio.
18. Avery Substation Loop: Double circuit wood pole
construction extending from Pole #165 on the existing Carriage-
Greenfield Line westerly to Avery Substation, a distance of 0.52
mile, being located in Milan Township, Erie County, Ohio.
19. Wellington Muni Tap: Single circuit wood pole construction
extending from Pole #11A on the existing Carlisle-Wellington
Line northerly to Wellington Muni Substation, a distance of 0.1
mile, being located in Wellington Township, Lorain County, Ohio.
20. Bellevue-Greenfield #2: Single circuit wood pole
construction extending from Bellevue Substation northerly and
northeasterly to Greenfield Substation, a distance of 14.40
miles, all being located in the city of Bellevue, Lyme Township,
Huron County, Ohio, and in Groton Township, Margaretta Township,
Village of Castalia, Perkins Township, Erie County, Ohio.
21. Dell Loop: Single circuit wood pole construction extending
from Structure #35 on the existing Industrial Line northerly and
westerly to Dell substation, a distance of 0.07 mile, and single
circuit wood pole construction extending from Structure #37 on
the existing Industrial Line northerly and westerly to Dell
Substation, a distance of 0.13 mile, all being located in the
City of Ashland, Montgomery Township, Ashland County, Ohio.
22. National Latex Company Tap: Single circuit wood pole
construction extending from Structure #14B on the existing
Industrial Line easterly to National Latex Company Substation, a
distance of 0.01 mile, all being located in the City of Ashland,
Ashland County, Ohio.
Stark Division
23. Dale Loop: Double circuit wood pole construction extending
from Structure #73 on the existing Hartville-Star Line southerly
and westerly to Dale Substation, a distance of 3.04 miles, all
being located in the City of Green, Summit County and in Jackson
Township, Stark County, Ohio.
24. Knox Loop: Double circuit wood pole construction extending
from Structure #102 on the existing Lynchburg Line westerly to
Knox Substation, a distance of 1.33 miles, all being located in
West Township, Columbiana County, Ohio.
25. Fleming Foods Tap: Single circuit wood pole construction
extending from Structure #17 on the existing Richville Line
easterly to Fleming Foods Substation, a distance of 0.01 mile,
all being located in Perry Township, Stark County, Ohio.
26. Dale Strobel: Double circuit and single circuit wood pole
construction extending from Dale Substation easterly, southerly,
westerly, southerly, and westerly to Strobel Substation a
distance of 3.43 miles, all being located in Jackson Township,
Stark County, Ohio.
Youngstown Division
27. Carriage Hill Foods Tap: Single circuit wood pole
construction extending from Structure #12 on the existing
Boardman-Pidgeon north line southwesterly and southerly to
Carriage Hill Foods substation, a distance of 0.09 mile, all
being located in Perry Township, City of Salem, Columbiana
County, Ohio.
Springfield Division
28. Villa Tap: single circuit wood pole construction extending
from Structure #35 on the existing Broadview-East
Springfield Line easterly 0.50 miles to Villa Substation.
The line is located in Moorefield Township, Clark County,
Ohio.
29. Tech II Tap: Single Circuit wood pole construction
extending from structure #35 on the existing Broadview -
Waterworks line westerly to Tech II Substation, a distance
of 1.74 miles, all being located in Moorefield and German
Township, Clark County and in Mad River Township, Champaign
County, Ohio.
C. ELECTRICAL SUBSTATIONS
The following substations and substation sites and
miscellaneous property of the Company, including all buildings
structures, towers, poles, all equipment, appliances and devices
for manufacturing, converting and distributing electric energy,
owned by the Company, and all land of the Company on which the
same are situated, and all of the Company's lands and easements,
rights of way, rights, machinery, equipment, appliances,
devices, licenses and supplies, forming a part of said
substations or any of them or used or enjoyed or capable of
being used to enjoyed in connection therewith:
Western Division
Akron Division
Case Substation, structures and equipment only (land was
reported previously), located at 2111 Case Parkway South in the
City of Twinsburg, Summit County, Ohio.
Chillicothe Substation site, land only, located on the west
side of South Chillicothe Road approximately 1,800 feet south of
its intersection with Lena Drive in the City of Aurora, Portage
County, Ohio.
Clayben Substation site, land only, located at 2175
Massillon Road in Springfield Township, Summit County, Ohio.
Lakemore Substation, structures and equipment only (land was
reported previously), located at 2862 Canton Road (across from
its intersection with Jackson Boulevard) in the City of
Uniontown, Summit County, Ohio.
Prospect Substation, land, structures, and equipment,
located at 5159 South Prospect Street, Village of Rootstown,
Portage County, Ohio.
Rosemont Substation site, land only, located at 660
Brunsdorf Drive (immediately south of Interstate No. 77) in the
City of Fairlawn, Summit County, Ohio.
Seville Substation, land, structures, and equipment, located
at 5501 Greenwich Road, in Westfield Township, Medina County,
Ohio.
Treat Substation, land, structures, and equipment, located
at 95 Treat Road, in the City of Aurora, Portage County, Ohio.
Bay Area
Avery Substation site, land only, located at 805 West Mason
Road, in Milan Township, Erie County, Ohio.
Quarry Substation, land, structures, and equipment, located
on Bogart Road, across from its intersection with Galloway Road,
in Perkins Township, Erie County, Ohio.
Lake Erie Area
Baumhart Substation, structures and equipment only (land was
reported previously), located at 315 Helen Drive in the City of
Vermillion, Lorain County, Ohio.
Mansfield Area
Dell Substation, structures and equipment only (land was
reported previously), located at 200 Delafield Avenue in
Montgomery Township, Ashland County, Ohio.
Perrysville substation, structures and equipment only,
located east of Route 39 approximately 0.5 miles north of its
intersection with Route 95 in Green Township, Ashland County,
Ohio.
Marion Area
Kirby Substation site, land only, located on Landon Road,
approximately 0.3 miles east of its intersection with State
Route No. 37 in Claibourne Township, Union County, Ohio.
Stark Division
Carmont Substation, land structures and equipment, located
at 1336 Carmont Avenue (17th Street, S.W.) across from its
intersection with Rondale Avenue in the City of Massillon, Stark
County, Ohio.
Fleming Foods, structure and equipment only, located on the
east side of Erie Avenue, approximately 300 feet north of its
intersection with Londcrest Street in the City of Massillon,
Stark County, Ohio.
Dale Substation, structures and equipment only (land was
reported previously), located at 7181 Arlington Avenue, in
Jackson Township, Stark County, Ohio.
Springfield Division
Villa Substation, structures and equipment only, located at
3039 Derr Road (near the intersection of Villa Road and Derr
Road) in Moorefield Township, Clark County, Ohio.
Youngstown Division
Fresh Mark Substation, structures and equipment only,
located on the west side of Lincoln Avenue (State Route No. 45)
immediately south of its intersection with Snyder Road in the
City of Salem, Columbiana County, Ohio.
Lockwood Substation site, land only, located on the east
side of Lockwood Boulevard approximately 100 feet north of its
intersection with Shields Road in the Township of Austintown,
Summit County, Ohio.
Matthews Substation site, land only, located at 1971
Matthews Road (approximately 500 feet east of its intersection
with Sheridan Road) in the City of Youngstown, Mahoning County,
Ohio.
/s/ Nancy C. Ashcom ,
--------------------------------
Nancy C. Ashcom, Secretary
Ohio Edison Company
/s/ Scott Thiel ,
---------------------------------
Scott Thiel, Assistant Vice President
Bankers Trust Company