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OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
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EIGHTH SUPPLEMENTAL INDENTURE
Providing among other things for
MORTGAGE BONDS
Floating Rate Series A of 2003 due 2003
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Dated as of August 1, 2003
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<PAGE>
SUPPLEMENTAL INDENTURE, dated as of August 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 a new series
of
bonds under the Indenture, consisting of up to $450,000,000 in aggregate
principal amount to be designated as
"Mortgage Bonds
Floating Rate Series A of
2003 due 2003" (hereinafter sometimes
referred to as the "bonds of Floating Rate
Series A"), 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:
<PAGE>
[FORM OF BOND OF FLOATING RATE SERIES A]
"THIS SECURITY HAS NOT
BEEN REGISTERED
UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT"). THE HOLDER
HEREOF, BY PURCHASING
THIS
SECURITY, AGREES FOR THE BENEFIT OF OHIO
EDISON COMPANY (THE "COMPANY")THAT THIS
SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
OTHER THAN (A) (1)
TO THE COMPANY, (2) IN A TRANSACTION ENTITLED TO
AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY
IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO
WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A (AS INDICATED BY THE BOX CHECKED
BY THE TRANSFEROR ON THE CERTIFICATE
OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) IN AN
OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT (AS INDICATED
BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE
REVERSE OF THIS SECURITY), (5) TO AN INSTITUTION THAT IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT
(AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS
SECURITY) THAT IS ACQUIRING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM
ATTACHED TO THIS SECURITY IS DELIVERED BY
THE TRANSFEREE TO THE
COMPANY AND THE
TRUSTEE, (6) IN ACCORDANCE WITH ANOTHER APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY) OR (7)
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B)
IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF EACH STATE OF
THE UNITED STATES. AN INSTITUTIONAL
ACCREDITED INVESTOR HOLDING THIS SECURITY
AGREES IT WILL FURNISH TO THE COMPANY
AND THE TRUSTEE SUCH CERTIFICATES AND OTHER
INFORMATION AS THEY
MAY REASONABLY
REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT
OF THIS SECURITY
COMPLIES WITH THE
FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE
COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A OR (2) AN INSTITUTION THAT
IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(a)(1), (2),
(3) OR (7) UNDER
THE SECURITIES ACT AND THAT IT IS HOLDING
THIS SECURITY FOR INVESTMENT PURPOSES
AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF, OR AN ACCOUNT
SATISFYING THE
REQUIREMENTS
OF PARAGRAPH
(k)(2) OF RULE 902 UNDER, REGULATION S
UNDER THE SECURITIES ACT."
2
<PAGE>
"ANY TRANSFER
OF THIS SECURITY IS FURTHER SUBJECT TO THE ISSUER'S
RIGHT-OF-FIRST-REFUSAL AS SET FORTH MORE
FULLY HEREIN."
OHIO EDISON COMPANY
MORTGAGE BONDS FLOATING RATE SERIES A OF 2003 DUE 2003
Due December 31, 2003
$_______________________
No._____
Stated Maturity: December 31, 2003
Initial Interest Accrual Date:_____, 2003
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Interest Payment Dates: the last day of
each Interest Period (as defined herein)
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and at Stated Maturity.
Regular Record Dates: the Business Day immediately preceding each Interest
----------------------
Payment Date.
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 December 31,
2003 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 (as listed
above), or from the most recent
Interest Payment Date (as listed
above) to which
payment has been made or duly
provided for, at a rate per annum for each Interest Period equal to the
Eurodollar Rate (as defined below) for such
Interest Period plus the Applicable
Margin (as defined below), payable on the applicable
Interest Payment Date to
the Person in whose name this bond is
registered at the close of business on the
Regular Record Date (whether or not a
Business Day)
immediately preceding
such
Interest Payment Date, on and until Stated
Maturity (as listed above) 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.
3
<PAGE>
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
4
<PAGE>
[FORM OF BOND OF FLOATING RATE SERIES A]
[REVERSE]
OHIO EDISON COMPANY
MORTGAGE BONDS FLOATING RATE SERIES A OF 2003 DUE 2003
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 are further entitled to the benefits of that
certain Standby Bond Purchase Agreement, dated as of August 1, 2003 (the
"Standby Purchase Agreement"), among the Company, the Purchasers from time to
time parties thereto ("Purchasers") and Barclays Bank PLC, as
administrative
agent (the "Administrative Agent") thereunder, including without limitation,
certain representations, warranties and covenants of the Company and
certain
Events of Default thereunder, to which Standby Purchase
Agreement reference is
hereby made. Pursuant to the terms of the
Standby Purchase
Agreement, certain
rights and remedies affecting the bonds of this series and the rights of the
holders thereof may be exercised only by
the Purchasers or the
Administrative
Agent acting on behalf of the
Purchasers
and not by
holders of bonds of
this
series that are not Purchasers.
Capitalized terms used
and not otherwise defined herein shall have the
meanings given to them in the Standby
Purchase Agreement and, if not defined
therein, in the Indenture.
Calculation of Interest. All computations of interest on the
bonds of
this series shall be made by the
Administrative Agent
on the basis of a year of
360 days for the actual number of days (including the first day but excluding
the last day) occurring in the relevant
Interest Period. Each
determination by
the Administrative Agent of an interest rate or the duration of an Interest
Period applicable to the bonds of this series (or any of them) shall be
conclusive and binding for all purposes, absent manifest error. The
Administrative Agent has agreed to advise the
Company, the Trustee and each
Purchaser of each interest rate and the duration of each
Interest Period from
time to time applicable to the bonds of
this series. The
Trustee shall be under
no duty to inquire into, may conclusively
presume the
correctness of, and shall
by fully protected in acting upon the
Administrative Agent's
calculation of the
Interest Rate.
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<PAGE>
Payments. Whenever any payment of principal of or interest on the
bonds
of this series shall be stated to be due on a day
other than a Business
Day,
such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be
included in the computation of interest;
provided, however, if such extension would cause payment of principal of or
interest on bonds of this series to be made in the next following calendar
month, such payment shall be made on the
next preceding Business Day.
Default Interest. If
and for so long as an Event of Default shall have
occurred and be continuing the unpaid principal amount of each Bond shall (to
the fullest extent permitted by law) bear interest
until paid in full at a rate
per annum equal at all times to a rate equal to 2% above the rate then
applicable to such Bond, payable upon
demand.
Optional Redemption.
The Company may at any time and from time to time
redeem in whole or ratably in part
bonds of this
series issued as part of the
same Funding at a redemption price equal to
the outstanding
principal amount to
be redeemed plus interest accrued to the date of such redemption on the
principal so redeemed plus any amount
payable in connection with such redemption
pursuant to Section 8.04(b) of the Standby Purchase Agreement; provided,
however, that each optional redemption of bonds of this series shall be
in a
principal amount equal to $25,000,000 or
any integral multiple
of $1,000,000 in
excess thereof. Notice of any such optional
redemption shall be provided by the
Company to the Trustee and to the Administrative Agent under the Standby
Purchase Agreement not later than 11:00 A.M. (New York time) on the third
Eurodollar Business Day prior to such
redemption.
Mandatory Redemption.
Upon delivery by the Administrative Agent to the
Trustee of notice that an Event of Default
under the Standby Purchase Agreement
has occurred and is continuing, all of the
bonds of this series shall be subject
to immediate mandatory redemption in whole at a price equal to the
aggregate
principal amount of bonds of this series
outstanding
plus interest accrued
on
the bonds of this series to the date of
such redemption plus
any amount payable
in connection with such redemption pursuant to Section 8.04(b) of the
Standby
Purchase Agreement.
The bonds of this series are not otherwise redeemable prior to their
maturity
Notice of Redemption The Administrative Agent and each Purchaser have
waived, and each holder of this bond, by
its acceptance
of this bond,
hereby
also waives any right to receive any notice
of redemption from the Trustee prior
to the occurrence of any redemption date
for bonds of this series.
Certain Definitions:
As used herein:
"Applicable Margin" means 150 basis points; provided, that if
the Company's
Reference
Ratings shall fall below BBB-/Baa3 the
Applicable Margin will
increase to 300 basis
points. For purposes
of
the foregoing, if the Reference Ratings assigned by Moody's and
S&P are
not comparable (i.e.,
a "split rating") by (x) one level, the lower of
such Reference
Ratings shall
control or (y) two or
more levels, the
level corresponding
to the Reference
Rating one level above the lower
Reference Rating shall
control unless either is below BB+ or
unrated
(in the case of S&P) or Ba1 or unrated (in the case of Moody's), in
which case the lower of the two Reference Ratings shall control. Any
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<PAGE>
change in the
Applicable Margin will
be effective
as of the date on
which S&P or
Moody's, as the case
may be, announces
the applicable
change in the Reference Rating.
"Business Day" means a
day of the year on which banks are not
required or authorized to close in New York, New York or Akron,
Ohio.
