Exhibit
4.5
OHIO EDISON
COMPANY
with
THE BANK OF NEW
YORK,
As Trustee
__________
Twelfth Supplemental
Indenture
Providing among other things
for
Mortgage
Bonds
Guarantee Series C of
2005 due 2009
_________
Dated as of April 15,
2005
SUPPLEMENTAL
INDENTURE , dated as of April 15,
2005 between Ohio Edison Company, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called
the “Company”) 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.
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, 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 said Indenture, which Indenture
as heretofore and hereby supplemented is hereinafter referred to as
the “Indenture”; 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 $258,672,750 in principal amount
to be designated as “Mortgage Bonds, Guarantee Series C
of 2005 due 2009” (hereinafter referred to as the
“bonds of Guarantee Series C”), 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 following
form:
[Form of Bond of
Guarantee Series C]
This bond is not transferable
except to a successor trustee under the Trust Agreement dated as of
April 1, 2005 between Energy Acquisition Corporation II
and U.S. Bank, National Association, as trustee, or in connection
with the exercise of the rights and remedies of the holder hereof
consequent upon an “Event of Default” as defined in the
Indenture referred to herein.
OHIO
EDISON COMPANY
Mortgage Bond,
Guarantee Series C of 2005 due 2009
Due
February 15, 2009
$
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, New York or the City of
Akron, Ohio, on February 15, 2009 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 office or
agency to the registered owner hereof, in like coin or currency,
interest thereon from the Initial Interest Accrual Date
(hereinbelow defined) at the EAC Bond Interest Rate (hereinafter
defined) per annum payable semi-annually on February 15 and August
15 in each year commencing on the February 15 or
August 15 immediately succeeding the Initial Interest Accrual
Date (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.
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
valid or 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 or her signature or a
facsimile thereof, and its corporate seal to be affixed hereto or
reproduced hereon, attested by its Corporate Secretary or an
Assistant Corporate Secretary, by his or her signature or a
facsimile thereof.
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Dated,
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OHIO EDISON
COMPANY
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By:
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Title
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[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.
[Reverse of Form
of Bond of Guarantee Series C]
OHIO
EDISON COMPANY
Mortgage Bond,
Guarantee Series C of 2005 due 2009
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 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 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.
Bonds of this series shall be
issuable in denominations of $1.00.
The bonds of this series
shall be redeemed in whole or in part by payment of the principal
amount to be redeemed, plus accrued interest thereon, if any, to
the date fixed for redemption, upon receipt by the Trustee of a
written advice from the holder hereof (i) stating that the
Company, after demand therefor, has failed to pay amounts it is
obligated to pay under (A) the Master Agreement dated as of
March 31, 2005 by and among the Company, The Cleveland
Electric Illuminating Company, the Energy Acquisition Corporation
II (“EAC II”), the Ohio Schools Council
(“OSC”) and U.S. Bank, National Association
(“U.S. Bank”), as trustee; (B) the Master Agreement
dated as of March 31, 2005 by and among the Company, The
Toledo Edison Company, EAC II, OSC and U.S. Bank, as trustee; and
(C) the Master Agreement dated as of March 31, 2005 by and
among the Company, EAC II, OSC and U.S. Bank, as trustee,
(ii) specifying the amounts not paid, which amount (rounded up
to the nearest $1,000) shall be the principal amount of the bonds
of this series to be redeemed, and (iii) establishing a redemption
date which shall not be less than 30 nor more than 60 days from the
date of such written advice. The date of such written advice shall
become the initial interest accrual date (the “Initial
Interest Accrual Date”) with respect to the principal amount
of the bonds of this series to be redeemed with respect to such
written advice, but shall not constitute the Initial Interest
Accrual Date for any other bonds of this series.
Bonds of this series are not
otherwise redeemable prior to their maturity.
Bonds of this series shall be
deemed to be paid and cancelled and no longer outstanding under the
Indenture to the extent that the aggregate principal amount thereof
exceeds 105% of the aggregate principal amount of Energy
Acquisition Corporation II Electric Energy Acquisition Taxable
Revenue Bonds, Series 2005 (Energy for Education Program II (the
“EAC Bonds”)), issued and outstanding from time to time
under the Trust Agreement dated as of April 1, 2005 (the
“EAC II Trust Agreement”), between EAC II and U.S.
Bank, National Association, as trustee.
“EAC Bond Interest
Rate” shall mean
