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OHIO EDISON COMPANY
WITH
THE BANK OF NEW YORK,
As Trustee
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SIXTH SUPPLEMENTAL INDENTURE
Providing among other things for
GENERAL MORTGAGE BONDS
Pledge Series A of 2003 due 2015
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Dated as of February 1, 2003
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<PAGE>
SUPPLEMENTAL
INDENTURE, dated as of
February 1, 2003 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
THE
BANK OF NEW YORK, 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 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 (the "Original
Indenture"), 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
Original Indenture, which Original Indenture, as heretofore supplemented is
hereinafter referred to as the
"Indenture";
WHEREAS, the
Company has heretofore entered into an Air Quality
Facilities Loan Agreement dated as of April 15, 1981 (the
"Loan Agreement"),
with the Ohio Air Quality Development Authority (the "Authority")
pursuant to
which the Authority issued $50,000,000
aggregate principal amount of Air Quality
Facilities Revenue Refunding Bonds 1988 Series A
(Ohio Edison Company Project)
(the "Authority Bonds") under the Indenture of Trust, dated as of January 1,
1988 (the "Authority Indenture"), between the Authority and J.P.
Morgan Trust
Company, National Association, as successor trustee (the
"Authority Trustee"),
in order to provide funds to loan to the Company
for the purpose of
refunding
certain bonds of the Authority issued to assist the Company in
the financing of
the cost of certain air quality
facilities;
WHEREAS, in
conjunction with the
remarketing of the Authority Bonds,
the Company has entered into an Insurance
Agreement (the "Insurance Agreement"),
dated as of February 3, 2003, between the Company and Ambac Assurance
Corporation, a Wisconsin-domiciled stock
insurance corporation (the "Insurer"),
under which the Insurer has agreed to issue a financial guarantee insurance
policy (the "Bond Policy") and a surety
bond (together with the Bond Policy, the
"Policies") in favor of the holders of the
Authority Bonds and
the Company has
agreed to deliver to the Insurer a series
of bonds issued by the
Company under
its General Mortgage Indenture and Deed of Trust,
dated as of January 1,
1998,
as supplemented, to The Bank of New York,
as Trustee, as security for the
Insurer's payment of the amounts due under
the Policies;
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 $50,000,000 in
principal amount, to
be
designated as "Mortgage Bonds, Pledge Series A of 2003 due 2015"
(hereinafter
sometimes referred to as the "bonds of the 2003
Pledge Series"),
which shall
bear interest at the rate per annum set forth
in, shall be subject
to certain
redemption rights and obligations set forth in, and will
otherwise be in
the
form and have the terms and provisions provided for in this Supplemental
Indenture and set forth in the form of such
bonds below; and
WHEREAS, the
definitive registered
bonds without coupons
of the 2003
Pledge Series and the Trustee's
certificate
of authentication to be borne by
such bonds are to be substantially in the
following form:
<PAGE>
[FORM OF BOND OF 2003 PLEDGE SERIES]
[FACE]
This Bond is not transferable except to a successor to Ambac Assurance
Corporation under the Insurance Agreement,
dated as of February 3, 2003, between
the Company and Ambac Assurance
Corporation, or in compliance with a final order
of a court of competent jurisdiction in connection with any bankruptcy or
reorganization proceeding of the
Company.
OHIO EDISON COMPANY
MORTGAGE BOND, PLEDGE SERIES A OF 2003 DUE 2015
DUE FEBRUARY 1, 2015
No. R-
$
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, New York or in the City of
Akron, Ohio, on February 1, 2015, 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 offices or
agencies to the registered owner hereof, in
like coin or currency, interest thereon from the Interest Payment Date (as
defined herein) next preceding the date of this bond
unless the date hereof is
prior to the first Interest Payment Date
for the bonds of this series, in which
case from February 3, 2003 (the date of
original issuance of
the bonds of this
series) (or, if this bond is dated
between the Record
Date (as defined
herein)
for any Interest Payment Date and such Interest
Payment Date, then from such
Interest Payment Date), at the rate from time to time
borne by the Air Quality
Facilities Revenue Refunding Bonds 1988 Series A
(Ohio Edison Company Project)
(the "Authority Bonds") issued by the Ohio Air
Quality Development
Authority
(the "Authority") under the Trust Indenture, dated as of January 1, 1988,
as
amended and supplemented by the First
Supplemental Trust Indenture, dated as of
February 1, 2003 (as so amended and
supplemented,
the "Authority
Indenture"),
between the Authority and J.P. Morgan Trust
Company, National
Association,
as
successor trustee (the "Authority
Trustee"); provided, however, that in no event
shall the rate of interest borne by the Bonds of this
series exceed 14% per
annum. 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, New York or in the City of Akron,
Ohio.
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<PAGE>
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture
hereinafter mentioned, be paid to the person
in whose name this bond is registered at the close of business on the Record
Date. As used herein, "Interest Payment Date" and "Record Date"
shall mean an
Interest Payment Date and Record Date,
respectively, as defined in the Authority
Bonds.
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.
[Remainder of page intentionally left blank]
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<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 signature or
a
facsimile thereof, and its corporate seal to be affixed or printed hereon,
attested by its Corporate Secretary or an
Assistant Corporate Secretary, by his
signature or a facsimile thereof.
OHIO EDISON COMPANY,
By _________________________
NAME: RICHARD H.
MARSH
TITLE: Senior Vice
President and
Chief Financial Officer
Attest:
--------------------------------------
NAME: EDWARD J. UDOVICH
TITLE: Assistant Corporate Secretary
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This is one of the bonds of the series designated therein referred to
in the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK,
as Trustee,
By_________________________
Authorized Signatory
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<PAGE>
[FORM OF BOND OF 2003 PLEDGE SERIES]
[REVERSE]
OHIO EDISON COMPANY
MORTGAGE BOND, PLEDGE SERIES A OF 2003 DUE 2015
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 or sinking fund
established
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 supplemented by indentures supplemental thereto, to which Indenture as so
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 issued and to be issued in order to
provide security to Ambac Assurance
Corporation,
a Wisconsin-domiciled stock
insurance corporation (the "Insurer"), in connection with its issuance of a
financial guaranty insurance policy (the "Bond Policy") and a surety bond
(together with the Bond Policy,
the "Policies") in favor of the
holders of the
Authority Bonds pursuant to the Insurance
Agreement (the "Insurance Agreement")
dated as of February 3, 2003 between the Insurer and the
Company in
connection
with the remarketing of the Authority Bonds on or about February 3, 2003. In
order to provide monies to fund a loan made by the
Authority to the Company
pursuant to an Air Quality Facilities Loan Agreement dated as
of April 15, 1981
between the Authority and the Company (the "Loan
Agreement"),
the Authority
issued the Authority Bonds under and pursuant to the Authority Indenture.
Payments made by the Company of principal and interest on the bonds of this
series are intended to be sufficient to reimburse the Insurer for any
payments
of principal and interest made by the
Insurer on the Authority Bonds pursuant to
the Policies.
The bonds of this series are not transferable except (i) as
required to
effect an assignment to a successor of the
Insurer under the Insurance Agreement
or (ii) in compliance with a final order of
a court of competent jurisdiction in
connection with any bankruptcy or
reorganization proceeding of the Company.
The Company's obligation to make payments with respect to the
principal
of and/or interest on the bonds of this series shall be fully or partially
satisfied and discharged to the extent that, at
the time any such payment shall
be due, the corresponding amount then due
of principal of and/or interest on the
Authority Bonds shall have been fully or
partially paid (other than by the
application of the proceeds of any payment by
the Insurer under the
Policies),
as the case may be, or there shall have been deposited with the Authority
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Trustee pursuant to the Authority
Indenture trust funds
sufficient under
such
indenture to fully or partially pay, as the case may be, the corresponding
amount then due of principal of and/or
interest on the
Authority Bonds (other
than by the application of the proceeds of any
payment by the Insurer under the
Policies). Notwithstanding anything contained
herein or in the Indenture to the
contrary, the Company shall be obligated to make
payments with respect
to the
principal of and/or interest on the bonds
of this series only to the extent that
the Insurer has made a payment with respect to the Authority Bonds under the
Policies.
Upon payment of the
principal of and
interest due on the Authority
Bonds, whether at maturity or prior to
maturity by acceleration, redemption or
otherwise, or upon provision for the payment thereof having been made in
accordance with the Autho
