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OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
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SEVENTY-FOURTH SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
Class A 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 banking 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 (hereinafter called the "Old Trustee"), as trustee, a certain
Indenture, 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
seventy-three supplemental indentures, which
Indenture as so supplemented and to be hereby supplemented is hereinafter
referred to as the "Indenture"; and
WHEREAS, The Bank of
New York has succeeded the Old Trustee as trustee
under the Indenture (hereinafter called the "Trustee") pursuant to
Article XVI
thereof; 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;
WHEREAS, the Company has entered into an Insurance Agreement,
dated as
of February 3, 2003 (the "Insurance Agreement"), with Ambac Assurance
Corporation, a Wisconsin-domiciled stock
insurance corporation (the "Insurer"),
in connection with the remarketing of a series
of municipal bonds pursuant to a
loan agreement, dated as of April 15, 1981,
between the Company and the Ohio Air
Quality Development Authority;
WHEREAS, the Company
has agreed to issue to
The Bank of New York,
as
Trustee under the Company's General
Mortgage Indenture and
Deed of Trust, dated
as of January 1, 1998, as heretofore
supplemented and as to be supplemented by a
Supplemental Indenture to be dated as of
February 1, 2003 (as so supplemented,
the "General Mortgage"), a series of bonds under the
Indenture, to secure
the
issue of bonds (the "Mortgage Bonds") issued under the General
Mortgage to the
Insurer pursuant to the Insurance
Agreement.
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, as the basis for the issuance of
the Mortgage Bonds,
such new series of bonds consisting of
$50,000,000 in aggregate principal amount
to be designated as "First Mortgage Bonds, Class A Series A of 2003 due
2015"
(hereinafter sometimes referred to as "the
bonds of the 2003 Class A Series A"),
the bonds of which series 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
<PAGE>
WHEREAS, the definitive registered bonds without coupons of the
bonds
of the 2003 Class A Series A and the
Trustee's certificate of authentication to
be borne by such bonds are to be
substantially in the following form:
[FORM OF BOND OF 2003 CLASS A SERIES A FACE]
[FACE]
This bond is not transferable except to a successor to The Bank
of New
York, as trustee under the General Mortgage
Indenture and Deed of
Trust, dated
as of January 1, 1998, between the Company
and The Bank of New York, as trustee,
or 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.
OHIO EDISON COMPANY
FIRST MORTGAGE BOND, CLASS A 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 The Bank
of
New York, as trustee under the General Mortgage (hereinbelow defined), 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 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
Initial Interest Accrual Date (hereinbelow defined) at the rate from time
to
time borne by the Mortgage Bonds, Pledge Series A of 2003 due 2015 (the
"Mortgage Bonds") issued by the Company
under the General Mortgage Indenture and
Deed of Trust, dated as of January 1, 1998,
as heretofore supplemented (the
"General Mortgage"), by the Company to The Bank of New York, as trustee;
provided, however, that in no event shall the rate of interest borne by the
Bonds of this series exceed fourteen per
centum 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, N.Y. or in the City of Akron,
Ohio.
Payment of
principal of, or premium or interest on, the Company's
Mortgage Bonds shall, to the extent
thereof, be deemed to
satisfy and discharge
the obligation of the Company, if any, to make a payment of
principal, premium
or interest, as the case may be, in respect
of this bond which is then due.
2
<PAGE>
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.
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
Corporate Secretary or an Assistant
Corporate Secretary,
by his signature or
a
facsimile thereof.
OHIO EDISON COMPANY,
By:
-----------------------------
Name:
Title: Vice
President
Attest:
-------------------------------------
Name:
Title: Assistant Corporate Secretary
[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
Mortgage.
Dated:
THE BANK OF NEW YORK,
as Trustee,
By:
-----------------------------
Authorized Officer
3
<PAGE>
[FORM OF BOND OF 2003 CLASS A SERIES A]
[REVERSE]
OHIO EDISON
COMPANY
FIRST MORTGAGE BOND, CLASS A 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 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 Indenture hereinafter mentioned for the bonds of any
particular series) by
an Indenture, dated as of August 1, 1930,
executed by the Company to The Bank of
New York, as Trustee (the "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 Initial Interest Accrual Date for the bonds of this series
shall be
the date that interest begins to accrue on
the Mortgage Bonds.
The Bonds of this series are subject to mandatory redemption,
in whole
or in part, as the case may be, on each date that Mortgage Bonds are to be
redeemed. The principal amount of the Bonds
of this series to be redeemed on any
such date shall be equal to the
principal amount of Mortgage Bonds called for
redemption on that date. All redemption of Bonds of this
series shall be at 100
percent of the principal amount thereof,
plus accrued interest to the redemption
date. The Bonds of this series are not otherwise redeemable prior to their
maturity.
Notwithstanding the foregoing, Bonds of this series shall be
deemed to
be paid and no longer outstanding under the Indenture to the extent that
Mortgage Bonds are paid or deemed to be
paid and are no longer
outstanding and
the Trustee has been notified to such
effect by the Company.
The Trustee may conclusively presume that the obligation of the
Company
to pay the principal of, and interest, if any, on the bonds of this
series as
the same shall become due and payable shall have been fully satisfied and
discharged unless and until it shall have
received a written
notice from the
trustee under the General Mortgage, signed by an authorized
officer thereof,
stating that any such principal of or interest on the
Mortgage Bonds has become
due and payable and has not been fully paid
and specifying
the amount of
funds
required to make such payment.
4
<PAGE>
As more fully described in the supplemental indenture establishing the
terms and provisions of the bonds of this series, the Company reserves the
right, without any consent or other action by holders of the bonds of this
series, to amend the Indenture to provide
(a) that the Indenture, 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
Indenture, 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 Indenture 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 Indenture, upon the
occurrence of a completed default as in the
Indenture provided.
No recourse
shall be had for the payment of the principal of or
interest 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 a 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 Indenture.
The bonds of this series are issuable only as registered
bonds without
coupons in denominations of $1,000 and any
multiple thereof. 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
Indenture. Notwithstanding any provision of the Indenture, (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 FORM OF BOND OF 2003 CLASS A SERIES A]
and
5
<PAGE>
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 su
