EXHIBIT 4.2.56
THE TOLEDO EDISON COMPANY
TO
JPMORGAN CHASE BANK
(formerly known as THE CHASE MANHATTAN
BANK)
Trustee.
Fifty-fourth Supplemental Indenture
Dated as of September 1, 2004
(Supplemental to Indenture of Mortgage
and Deed of Trust dated as of April 1, 1947)
First Mortgage Bonds, Pledge Series A of
2004 due 2033
Fifty-fourth
Supplemental Indenture, dated as of September 1, 2004, between
The Toledo Edison Company, a corporation organized and existing
under the laws of the State of Ohio (hereinafter called the
“Company”), and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), a corporation existing under the laws of
the State of New York (hereinafter called the
“Trustee”), as Trustee.
RECITALS
The
Company has heretofore executed and delivered an Indenture of
Mortgage and Deed of Trust dated as of April 1, 1947
(hereinafter referred to as the “Original Indenture”)
to The Chase National Bank of the City of New York, predecessor
Trustee, to secure an issue of First Mortgage Bonds of the Company,
issuable in series, and created thereunder an initial series of
bonds designated as First Mortgage Bonds, 2⅞% Series due
1977; and
The
Company has heretofore executed and delivered to The Chase National
Bank of the City of New York, predecessor Trustee, four
Supplemental Indentures supplementing the Original Indenture dated,
respectively, September 1, 1948, April 1, 1949,
December 1, 1950 and March 1, 1954 and has heretofore
executed and delivered to The Chase Manhattan Bank, which on
March 31, 1955, became the Trustee under the Original
Indenture by virtue of the merger of The Chase National Bank of the
City of New York into President and Directors of The Manhattan
Company under the name of The Chase Manhattan Bank, the Fifth and
the Sixth Supplemental Indentures dated, respectively,
February 1, 1956, and May 1, 1958, supplementing the
Original Indenture; and
The
Chase Manhattan Bank was converted into a national banking
association under the name The Chase Manhattan Bank (National
Association), effective September 23, 1965; and by virtue of
said conversion the continuity of the business of The Chase
Manhattan Bank, including its business of acting as corporate
trustee, and its corporate existence, was not affected, so that The
Chase Manhattan Bank (National Association) was vested with all the
trusts, powers, discretion, immunities, privileges and all other
matters as were vested in said The Chase Manhattan Bank under the
Indenture (hereinafter defined), with like effect as if originally
named as Trustee therein; and
The
Company has heretofore executed and delivered to The Chase
Manhattan Bank (National Association) forty-one Supplemental
Indentures dated, respectively, as follows: Seventh, August 1,
1967, Eighth, November 1, 1970, Ninth, August 1, 1972,
Tenth, November 1, 1973, Eleventh, July 1, 1974, Twelfth,
October 1, 1975, Thirteenth, June 1, 1976, Fourteenth,
October 1, 1978, Fifteenth, September 1, 1979, Sixteenth,
September 1, 1980, Seventeenth, October 1, 1980,
Eighteenth, April 1, 1981, Nineteenth, November 1, 1981,
Twentieth, June 1, 1982, Twenty-first, September 1, 1982,
Twenty-second, April 1, 1983, Twenty-third, December 1, 1983,
Twenty-fourth, April 1, 1984, Twenty-fifth, October 15,
1984, Twenty-sixth, October 15, 1984, Twenty-seventh,
August 1, 1985, Twenty-eighth, August 1, 1985,
Twenty-ninth, December 1, 1985, Thirtieth, March 1, 1986,
Thirty-first, October 15, 1987, Thirty-second,
September 15, 1988, Thirty-third, June 15, 1989,
Thirty-fourth, October 15, 1989, Thirty-fifth, May 15,
1990, Thirty-sixth, March 1, 1991, Thirty-seventh, May 1,
1992, Thirty-eighth, August 1, 1992, Thirty-ninth,
October 1, 1992, Fortieth, January 1, 1993, Forty-first,
September 15, 1994, Forty-second, May 1, 1995, Forty-third,
June 1, 1995, Forty-fourth, July 14, 1995, Forty-fifth,
July 15, 1995, Forty-sixth, June 15, 1997 and
Forty-seventh, August 1, 1997 supplementing the Original
Indenture; and
The
Chase Manhattan Bank (National Association), Successor Trustee, was
merged on July 1, 1996, with and into Chemical Bank, a New
York banking corporation, which changed its name to The Chase
Manhattan Bank, and which became the Trustee under the Original
Indenture by virtue of such merger; and
The
Company has heretofore executed and delivered to The Chase
Manhattan Bank four Supplemental Indentures dated as follows:
Forty-eighth, June 1, 1998, Forty-ninth, January 15,
2000, Fiftieth, May 1, 2000 and Fifty-first, September 1, 2000
supplementary to the Original Indenture; and
The
Chase Manhattan Bank changed its name to JPMorgan Chase Bank on
November 10, 2001; and
2
The
Company has heretofore executed and delivered to JPMorgan Chase
Bank the Fifty-second Supplemental Indenture dated as of
October 1, 2002 and Fifty-third Supplemental Indenture dated
as of April 1, 2003 supplementary to the Original Indenture
(the Original Indenture, all the aforementioned Supplemental
Indentures, this Fifty-fourth Supplemental Indenture and any other
indentures supplemental to the Original Indenture are herein
collectively called the “Indenture” and this
Fifty-fourth 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 “Bonds of
this Series”), to be pledged as security for the payment of
certain obligations undertaken by the Company in connection with
the issuance by the Ohio Water Development Authority (the
“Authority”) of $30,500,000 aggregate principal amount
of the Authority’s State of Ohio Pollution Control Revenue
Refunding Bonds, Series 2004-A (The Toledo Edison Company
Project) on behalf of the Company (the “Revenue
Bonds”), with such Bonds of this Series 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
Bonds of this Series are to be limited in aggregate principal
amount to $30,500,000, are to be delivered to The Bank of New York
Trust Company, N.A, as trustee (hereinafter called the
“Revenue Bond Trustee”), under the Trust Indenture (the
“Revenue Bond Indenture”) dated as of September 1,
2004 between the Authority and the Revenue Bond Trustee;
and
The
Company, by appropriate corporate action, has duly resolved and
determined to execute this Supplemental Indenture for the purpose
of providing for the creation of the Bonds of this Series and of
specifying the form, provisions and particulars thereof as in said
Original Indenture, as amended, provided or permitted, including
the issuance only of fully registered Bonds of this Series, and of
giving to the Bonds of this Series the protection and security of
the Indenture; and
The
text of the Bonds of this Series is to be substantially in the
following form:
[Form of Fully Registered Bond of this
Series]
This Bond is not transferable
except (i) to a successor trustee under the Trust Indenture,
dated as of September 1, 2004, between The Ohio Water
Development Authority and The Bank of New York Trust Company, N.A,
as trustee, referred to herein (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent
upon a “default” as defined in the Indenture referred
to herein or (iii) as may be necessary to comply with a final
order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.
3
The Toledo Edison Company
First Mortgage Bond, Pledge Series A of
2004 due 2033
The
Toledo Edison Company, an Ohio corporation (hereinafter called the
Company), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
dollars
($
) or the aggregate unpaid principal amount
hereof, whichever is less, on September 1, 2033, in any coin
or currency of the United States of America which at the time of
such payment shall be legal tender for the payment of public and
private debts, and to pay interest on the unpaid principal amount
hereof in like coin or currency to the registered owner hereof from
the Initial Interest Accrual Date (hereinafter defined) at the rate
specified in Article I of the Supplemental Indenture
(hereinafter referred to), such interest to be payable on September
1 and March 1 in each year commencing on the September 1 or March 1
next succeeding 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
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