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OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
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SEVENTY-FIFTH SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
Pledge Series A of 2003 due 2033
Pledge Series B of 2003 due 2033
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Dated as of March 1, 2003
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<PAGE>
SUPPLEMENTAL
INDENTURE, dated as of
March 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-four
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; 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 $41,000,000 in
principal amount to
be
designated as "First Mortgage Bonds, Pledge Series A of 2003 due 2033"
(hereinafter sometimes referred to as the "bonds of Pledge Series A") and
$9,000,000 in principal amount to be
designated as "First Mortgage Bonds, Pledge
Series B of 2003 due 2033" (hereinafter sometimes referred to as the
"bonds of
Pledge Series B", together with the bonds of Pledge
Series A, 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:
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<PAGE>
[FORM OF BOND OF PLEDGE SERIES A]
This Bond is not transferable except to a successor 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 Mortgage
referred to herein.
OHIO EDISON COMPANY
FIRST MORTGAGE BONDS, PLEDGE SERIES A OF 2003 DUE 2033
Due June 1, 2033
$
No.
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 in the
City
of Akron, Ohio, on June 1, 2033 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 per annum from time to time borne by the
Mortgage Bonds, Guarantee Series A of 2003 due 2033
(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, on each June
1 and December
1 commencing on the June 1 or December 1
immediately
succeeding
the Initial
Interest Accrual Date (as defined below)
each such date herein referred to as an
"interest payment date") on and until
maturity, 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.
Payment of principal of, or premium or interest on, the 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.
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 Mortgage 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 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.
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
Mortgage.
THE BANK OF NEW YORK,
as Trustee,
By:______________________________________
Authorized Officer
4
<PAGE>
[FORM OF
BOND OF PLEDGE SERIES A]
[REVERSE]
OHIO EDISON COMPANY
FIRST MORTGAGE BONDS, PLEDGE SERIES A OF 2003 DUE 2033
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, dated as of August 1, 1930,
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 "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 are subject to mandatory redemption,
in whole
or in part, as the case may be, on each date
that the 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
Mortgage 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.
The Initial Interest Accrual Date for the bonds of this series
shall be
the date that interest begins to accrue on
the Mortgage Bonds.
As more fully described in the supplemental indenture establishing the
terms and provisions of the bonds of this series, the Company reserves the
5
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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 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 Mortgage.
The bonds of this series are issuable only as registered
bonds without
coupons in denominations of $1,000 and, if higher,
in multiples of $1.00.
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 FORM OF BOND OF PLEDGE SERIES A]
[FORM OF BOND OF PLEDGE SERIES B]
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<PAGE>
This Bond is not transferable except to a successor 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 Mortgage
referred to herein.
OHIO EDISON COMPANY
FIRST MORTGAGE BONDS, PLEDGE SERIES B OF 2003 DUE 2033
Due June 1, 2033
$
No.
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 in
the City of Akron, Ohio, on June
1, 2033 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 per annum from time to time borne by the Mortgage Bonds, Guarantee
Series B of 2003 due 2033 (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, on each June 1 and December 1
commencing on the June 1 or
December 1 immediately succeeding the Initial Interest
Accrual Date (as defined
below) each such date herein referred to as an "interest
payment date") on
and
until maturity, 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.
Payment of principal of, or premium or interest on, the 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.
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 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
7
<PAGE>
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.
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
Mortgage.
THE BANK OF NEW YORK,
as Trustee,
By:__________________________________________
Authorized Officer
8
<PAGE>
[FORM OF BOND OF PLEDGE SERIES B]
[REVERSE]
OHIO EDISON COMPANY
FIRST MORTGAGE BONDS, PLEDGE SERIES B OF 2003 DUE 2033
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, dated as of August 1, 1930,
executed by
