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OHIO EDISON COMPANY
with
THE BANK OF NEW YORK,
As Trustee
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SEVENTY-SIXTH SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
Pledge Series C of 2003 due 2003
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Dated as of August 1, 2003
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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"),
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-five
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 up to $450,000,000
in principal amount
to be designated as "First Mortgage Bonds Pledge Series C of 2003 due 2003"
(hereinafter sometimes referred to as the "bonds of the
2003C 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:
<PAGE>
[FORM OF BOND OF PLEDGE SERIES C]
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 C OF 2003 DUE 2003
Due December 31, 2003
$
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 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 offices or
agencies to the
registered owner
hereof, in like coin or currency,
interest thereon from the Initial
Interest
Accrual Date (as defined below) in the amounts,
for the periods and
payable at
such times as interest shall accrue and be payable on the Mortgage Bonds
Floating Rate Series A of 2003 due 2003
(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. 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
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.
2
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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
3
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[FORM OF BOND OF 2003C PLEDGE SERIES]
[REVERSE]
OHIO EDISON COMPANY
FIRST MORTGAGE BONDS PLEDGE SERIES C 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 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,
if any, 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.
Interest on the bonds of this series will accrue in the amounts, for
the periods and be payable at such times as
interest shall accrue and be payable
on the Mortgage Bonds. The Initial Interest Accrual Date for the
bonds of this
series shall be the earliest date on which interest begins to accrue on any
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
right, without any consent or other action by holders of the bonds of this
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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 $1,000,000 and, if higher, in multiples of
$1,000,000. 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 2003C PLEDGE SERIES]
5
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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
correct or amplify the description of any
property mortgaged or intended so to be, to mortgage or pledge additional
property, to describe and set forth the particular terms and provisions 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 cure any
ambiguity or to cure, correct or supplement
defective or inconsistent provisions
contained in the Indenture, and for any other purpose not
inconsistent wit
