<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended SEPTEMBER 30, 1995
OR
[ ] Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period from _____ to _____
<TABLE>
<CAPTION>
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
- ----------- ----------------------------------- ------------------
<S> <C> <C>
1-9130 CENTERIOR ENERGY CORPORATION 34-1479083
(An Ohio Corporation)
6200 Oak Tree Boulevard
Independence, Ohio 44131
Telephone (216) 447-3100
1-2323 THE CLEVELAND ELECTRIC 34-0150020
ILLUMINATING COMPANY
(An Ohio Corporation)
55 Public Square
Cleveland, Ohio 44113
Telephone (216) 622-9800
1-3583 THE TOLEDO EDISON COMPANY 34-4375005
(An Ohio Corporation)
300 Madison Avenue
Toledo, Ohio 43652
Telephone (419) 249-5000
</TABLE>
Indicate by check mark whether each of the registrants (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrants were required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
_____ _____
On November 8, 1995, there were 148,031,503 shares of Centerior Energy
Corporation Common Stock outstanding. Centerior Energy Corporation is the sole
holder of the 79,590,689 shares and 39,133,887 shares of common stock of The
Cleveland Electric Illuminating Company and The Toledo Edison Company,
respectively, outstanding on that date.
<PAGE> 2
This combined Form 10-Q is separately filed by Centerior Energy Corporation
("Centerior Energy"), The Cleveland Electric Illuminating Company ("Cleveland
Electric") and The Toledo Edison Company ("Toledo Edison"). Centerior Energy,
Cleveland Electric and Toledo Edison are sometimes referred to collectively as
the "Companies". Cleveland Electric and Toledo Edison are sometimes
collectively referred to as the "Operating Companies". Information contained
herein relating to any individual registrant is filed by such registrant on its
behalf. No registrant makes any representation as to information relating to
any other registrant, except that information relating to either or both of the
Operating Companies is also attributed to Centerior Energy.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
THE TOLEDO EDISON COMPANY
Notes to the Financial Statements (Unaudited) 1
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
Income Statement 4
Balance Sheet 5
Cash Flows 6
Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Income Statement 11
Balance Sheet 12
Cash Flows 13
Management's Discussion and Analysis of Financial 14
Condition and Results of Operations
THE TOLEDO EDISON COMPANY
Income Statement 18
Balance Sheet 19
Cash Flows 20
Management's Discussion and Analysis of Financial 21
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 5. Other Information 24
Item 6. Exhibits and Reports on Form 8-K 30
Signatures 31
Exhibit Index 32
</TABLE>
-i-
<PAGE> 3
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES,
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
AND THE TOLEDO EDISON COMPANY
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
(1) Interim Financial Statements
Centerior Energy Corporation (Centerior Energy) is the parent company of
Centerior Service Company (Service Company); two electric utilities, The
Cleveland Electric Illuminating Company (Cleveland Electric) and The Toledo
Edison Company (Toledo Edison); and five other wholly owned subsidiaries. The
two utilities are referred to collectively herein as the "Operating
Companies" and individually as an "Operating Company". Centerior Energy,
Cleveland Electric and Toledo Edison are referred to collectively herein as
the "Companies".
The comparative income statement and balance sheet and the related statement
of cash flows of each of the Companies have been prepared from the records of
each of the Companies without audit by independent public accountants. In the
opinion of management, all adjustments necessary for a fair statement of
financial position at September 30, 1995 and results of operations for the
three months and nine months ended September 30, 1995 and 1994 have been
included. All such adjustments were normal recurring adjustments.
These financial statements and notes should be read in conjunction with the
financial statements and notes included in the Companies' combined Annual
Report on Form 10-K for the year ended December 31, 1994 (1994 Form 10-K) and
the Quarterly Reports on Form 10-Q for the quarter ended March 31, 1995 (First
Quarter 1995 Form 10-Q) and the quarter ended June 30, 1995 (Second Quarter
1995 Form 10-Q). These interim period financial results are not necessarily
indicative of results for a 12-month period.
In August 1995, Cleveland Electric formed a wholly owned subsidiary to serve
as the transferor in connection with an asset-backed securitization expected
to be completed within the next few months. At September 30, 1995, the
subsidiary was not yet funded.
(2) Equity Distribution Restrictions
The Operating Companies can make cash available for the funding of Centerior
Energy's common stock dividends by paying dividends on their respective common
stock, which is held solely by Centerior Energy. Federal law prohibits the
Operating Companies from paying dividends out of capital accounts. However,
the Operating Companies may pay preferred and common stock dividends out of
appropriated retained earnings and current earnings. At September 30, 1995,
Cleveland Electric and Toledo Edison had $239.5 million and $165.2 million,
respectively, of appropriated retained earnings for the payment of dividends.
However, Toledo Edison is prohibited from paying a common stock dividend by a
provision in its mortgage that essentially requires such dividends to be paid
out of the total balance of retained earnings, which currently is a deficit.
<PAGE> 4
(3) Common Stock Dividends
Cash dividends per common share declared by Centerior Energy during the nine
months ended September 30, 1995 and 1994 were as follows:
1995 1994
Paid February 15 $.20 $.20
Paid May 15 .20 .20
Paid August 15 .20 .20
Paid November 15 .20 .20
Common stock cash dividends declared by Cleveland Electric during the nine
months ended September 30, 1995 and 1994 were as follows:
1995 1994
(millions)
Paid in February $ - $18.6
Paid in May 15.0 24.2
Paid in August 29.6 24.3
Also, during the third quarter of 1994, Cleveland Electric declared property
dividends totaling $25.6 million for the transfer of its investments in three
wholly owned subsidiaries to Centerior Energy.
Toledo Edison did not declare any common stock dividends during the nine
months ended September 30, 1995 and 1994.
(4) Financing Activity
During the three months ended September 30, 1995, the Operating Companies
issued and redeemed or retired debt and preferred stock as follows:
Cleveland Electric
Cleveland Electric issued $45.15 million principal amount of First Mortgage
Bonds, 7-3/4% Series due 2025-A, as collateral security for the sale by a
public authority of an equal principal amount of tax-exempt bonds. The
proceeds from the sale of the public authority's bonds were used in refunding
at 102% of face value an equal principal amount of the authority's tax-exempt
bonds that were issued in 1985 with a 10.5% interest rate. Concurrently with
the refunding of the authority's 1985 bonds, Cleveland Electric's first
mortgage bonds securing the authority's 1985 bonds were redeemed.
Cleveland Electric also issued $40.9 million principal amount of First
Mortgage Bonds, 7.70% Series due 2025-B, and $2.9 million principal amount of
First Mortgage Bonds, 7.70% Series due 2025-C, as collateral security for the
sale by two other public authorities of equal principal amounts of tax-exempt
bonds. The proceeds from the sales of the public authorities' bonds were used
in refunding at face value equal principal amounts of the authorities'
<PAGE> 5
tax-exempt bonds that were issued in 1985 with a variable interest rate (8.75%
most recently). Concurrently with the refunding of the authorities' 1985
bonds, Cleveland Electric's first mortgage bonds securing those issues were
redeemed.
Mandatory redemptions consisted of $70 million aggregate principal amount of
secured medium-term notes; $1.7 million of first mortgage bonds, bank loans
and pollution control notes; and $1 million of Serial Preferred Stock, $7.35
Series C. Also, Cleveland Electric optionally purchased and retired 1,000
shares of Serial Preferred Stock, $90.00 Series S, for $0.9 million.
Toledo Edison
Toledo Edison issued $35 million principal amount of First Mortgage Bonds,
7-3/4% Series due 2020-A, as collateral security for the sale by a public
authority of an equal principal amount of tax-exempt bonds. The proceeds from
the sale of the public authority's bonds were used in refunding at 102% of
face value $30 million principal amount of the authority's tax-exempt bonds
that were issued in 1985 with a 12.25% interest rate and for the redemption of
$5 million principal amount of the authority's maturing tax-exempt bonds that
were issued in 1985 with a 10.75% interest rate. Concurrently with the
refunding of the authority's 1985 bonds, Toledo Edison's pollution control
notes securing those issues were redeemed.
Toledo Edison also issued $19 million principal amount of First Mortgage
Bonds, 7-3/4% Series due 2020-B, as collateral security for the sale by the
same public authority of an equal principal amount of tax-exempt bonds. At
September 30, 1995, the proceeds of the new issue had been irrevocably
deposited in escrow for the November 1995 refunding at 102% of face value of
an equal principal amount of the authority's tax-exempt bonds that were issued
in 1985 with a 10.75% interest rate. The authority's 1985 bonds were
collaterally secured by Toledo Edison's pollution control note. In the
balance sheet at September 30, 1995, the asset for the escrowed amount was
offset against the total amount of the long-term debt obligation.
Toledo Edison also repaid a $35 million bank loan originally due in July 1996
with an annual interest rate of 9.17%.
Other mandatory redemptions consisted of $10 million of Cumulative Preferred
Stock, $25 par value, $2.81 Series; and $1 million of bank loans and other
long-term debt.
(5) Commitments and Contingencies
Various legal actions, claims and regulatory proceedings covering several
matters are pending against the Companies. See "Item 3. Legal Proceedings"
in the 1994 Form 10-K and "Part II, Item 5. Other Information" in this
Quarterly Report on Form 10-Q and in the First and Second Quarter 1995 Form
10-Qs.
<PAGE> 6
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
INCOME STATEMENT
(Unaudited)
(Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- -------------------------
1995 1994 1995 1994
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 739,579 $ 666,985 $ 1,934,105 $ 1,850,989
OPERATING EXPENSES
Fuel and Purchased Power 127,914 112,342 361,008 332,663
Other Operation and Maintenance 167,818 137,453 458,973 444,579
Generation Facilities Rental Expense, Net 39,873 39,768 119,576 119,302
Depreciation and Amortization 70,420 72,478 209,891 208,389
Taxes, Other Than Federal Income Taxes 81,961 82,318 246,341 247,903
Deferred Operating Expenses, Net (16,772) (14,877) (47,542) (45,591)
Federal Income Taxes 63,827 51,882 114,769 95,556
-------- -------- ---------- ----------
Total Operating Expenses 535,041 481,364 1,463,016 1,402,801
-------- -------- ---------- ----------
OPERATING INCOME 204,538 185,621 471,089 448,188
NONOPERATING INCOME
Allowance for Equity Funds Used During Construction 120 1,197 1,766 3,291
Other Income and Deductions, Net (2,094) 1,416 1,176 6,105
Deferred Carrying Charges 11,804 10,009 34,999 29,711
Federal Income Taxes - Credit (Expense) 254 (928) (2,543) (3,672)
-------- -------- ---------- ----------
Total Nonoperating Income 10,084 11,694 35,398 35,435
-------- -------- ---------- ----------
INCOME BEFORE INTEREST CHARGES 214,622 197,315 506,487 483,623
INTEREST CHARGES
Long-Term Debt 89,204 87,818 263,939 263,249
Short-Term Debt 1,744 2,130 7,315 5,376
Allowance for Borrowed Funds Used During Construction (197) (1,200) (1,960) (3,334)
-------- -------- ---------- ----------
Net Interest Charges 90,751 88,748 269,294 265,291
-------- -------- ---------- ----------
INCOME AFTER INTEREST CHARGES 123,871 108,567 237,193 218,332
Preferred Dividend Requirements of Subsidiaries 14,959 16,429 46,113 49,655
-------- -------- ---------- ----------
NET INCOME $ 108,912 $ 92,138 $ 191,080 $ 168,677
======== ======== ========== ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 148,032 148,023 148,032 147,780
======== ======== ========== ==========
EARNINGS PER COMMON SHARE $ .74 $ .62 $ 1.29 $ 1.14
======== ======== ========== ==========
The accompanying notes as they relate to Centerior Energy are an integral part of this statement.
</TABLE>
<PAGE> 7
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
BALANCE SHEET
(Thousands)
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited)
----------- -----------
ASSETS
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Utility Plant In Service $ 9,742,349 $ 9,769,996
Accumulated Depreciation and Amortization (2,987,593) (2,906,106)
----------- -----------
6,754,756 6,863,890
Construction Work In Progress 98,167 129,495
----------- -----------
6,852,923 6,993,385
Nuclear Fuel, Net of Amortization 215,840 293,222
Other Property, Less Accumulated Depreciation 101,800 50,018
----------- -----------
7,170,563 7,336,625
CURRENT ASSETS
Cash and Temporary Cash Investments 235,413 186,399
Amounts Due from Customers and Others, Net 257,606 211,178
Unbilled Revenues 82,344 93,344
Materials and Supplies, at Average Cost 126,340 139,293
Fossil Fuel Inventory, at Average Cost 26,282 28,684
Taxes Applicable to Succeeding Years 108,615 251,877
Other 17,604 14,822
----------- -----------
854,204 925,597
DEFERRED CHARGES AND OTHER ASSETS
Amounts Due from Customers for Future Federal Income Taxes 1,059,193 1,046,317
Unamortized Loss from Beaver Valley Unit 2 Sale 97,329 100,698
Unamortized Loss on Reacquired Debt 90,044 85,921
Carrying Charges and Operating Expenses 1,039,478 957,053
Nuclear Plant Decommissioning Trusts 99,843 81,967
Other 156,076 157,278
----------- -----------
2,541,963 2,429,234
----------- -----------
$ 10,566,730 $ 10,691,456
=========== ===========
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity $ 1,954,432 $ 1,881,930
Preferred Stock
With Mandatory Redemption Provisions 220,440 252,656
Without Mandatory Redemption Provisions 450,871 450,871
Long-Term Debt 3,791,754 3,697,082
----------- -----------
6,417,497 6,282,539
CURRENT LIABILITIES
Current Portion of Long-Term Debt and Preferred Stock 222,665 373,451
Current Portion of Lease Obligations 91,642 83,099
Accounts Payable 163,292 143,919
Accrued Taxes 216,253 384,114
Accrued Interest 97,704 89,556
Dividends Declared 44,428 15,376
Other 69,368 59,964
----------- -----------
905,352 1,149,479
DEFERRED CREDITS AND OTHER LIABILITIES
Unamortized Investment Tax Credits 264,907 278,824
Accumulated Deferred Federal Income Taxes 1,843,756 1,778,429
Unamortized Gain from Bruce Mansfield Plant Sale 505,333 525,020
Accumulated Deferred Rents for Bruce Mansfield Plant
and Beaver Valley Unit 2 150,186 138,619
Nuclear Fuel Lease Obligations 156,917 219,465
Retirement Benefits 177,718 176,221
Other 145,064 142,860
----------- -----------
3,243,881 3,259,438
COMMITMENTS AND CONTINGENCIES (Note 5)
----------- -----------
$ 10,566,730 $ 10,691,456
=========== ===========
The accompanying notes as they relate to Centerior Energy are an integral part of this
statement.
</TABLE>
<PAGE> 8
<TABLE>
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
CASH FLOWS
(Unaudited)
(Thousands)
<CAPTION>
Nine Months Ended
September 30,
------------------------
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $191,080 $168,677
-------- --------
Adjustments to Reconcile Net Income
to Cash from Operating Activities:
Depreciation and Amortization 209,891 208,389
Deferred Federal Income Taxes 52,248 85,218
Unbilled Revenues 11,000 23,000
Deferred Fuel 11,438 (17,646)
Deferred Carrying Charges (34,999) (29,711)
Leased Nuclear Fuel Amortization 92,682 72,771
Deferred Operating Expenses, Net (47,542) (45,591)
Allowance for Equity Funds Used During Construction (1,766) (3,291)
Changes in Amounts Due from Customers and Others, Net (46,428) (22,928)
Changes in Inventories 15,355 (7,167)
Changes in Accounts Payable 19,373 (47,180)
Changes in Working Capital Affecting Operations (9,829) 146
Other Noncash Items 8,362 16,176
-------- --------
Total Adjustments 279,785 232,186
-------- --------
Net Cash from Operating Activities 470,865 400,863
CASH FLOWS FROM FINANCING ACTIVITIES
First Mortgage Bond Issues 541,850 --
Common Stock Issues -- 11,902
Maturities, Redemptions and Sinking Funds (636,413) (107,286)
Nuclear Fuel Lease Obligations (69,298) (93,155)
Common Stock Dividends Paid (88,819) (88,621)
Premiums, Discounts and Expenses (13,955) (973)
-------- --------
Net Cash from Financing Activities (266,635) (278,133)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Applied to Construction (114,686) (149,160)
Interest Capitalized as Allowance for Borrowed Funds Used
During Construction (1,960) (3,334)
Contributions to Nuclear Plant Decommissioning Trusts (11,794) (6,896)
Other Cash Applied (26,776) (14,303)
-------- --------
Net Cash from Investing Activities (155,216) (173,693)
-------- --------
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 49,014 (50,963)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD 186,399 225,253
-------- --------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD $235,413 $174,290
======== ========
Other Payment Information:
Interest (net of amounts capitalized) $217,000 $216,000
Federal Income Taxes 77,900 1,100
The accompanying notes as they relate to Centerior Energy are an integral part of this statement.
</TABLE>
<PAGE> 9
CENTERIOR ENERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
Reference is made to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in Item 7 of the 1994 Form 10-K
and in the First and Second Quarter 1995 Form 10-Qs. The information under
"Capital Resources and Liquidity" remains unchanged with the following
exceptions:
During the third quarter of 1995, the Companies completed financings as
discussed in Note 4.
Within the next few months, the Operating Companies plan to complete the sale
of substantially all of their retail customer accounts receivable and unbilled
revenues in connection with asset-backed securitization agreements which will
provide for the periodic sale, assignment and repurchase of such accounts.
The aggregate net proceeds to the Operating Companies from the sale of the
accounts receivable are expected to be in the range of $140 million to $170
million. Each Operating Company will use the net proceeds for general
corporate purposes.
Additional first mortgage bonds may be issued by the Operating Companies under
their respective mortgages on the basis of property additions, cash or refund-
able first mortgage bonds. If the applicable interest coverage test is met,
each Operating Company may issue first mortgage bonds on the basis of property
additions and, under certain circumstances, refundable bonds. At
September 30, 1995, Cleveland Electric and Toledo Edison would have been
permitted to issue approximately $365 million and $283 million of additional
first mortgage bonds, respectively.
Under its articles of incorporation, Toledo Edison cannot issue preferred
stock unless certain earnings coverage requirements are met. At September 30,
1995, Toledo Edison would have been permitted to issue approximately $87
million of additional preferred stock at an assumed dividend rate of 12%.
Results of Operations
Factors contributing to the 10.9% and 4.5% increases in 1995 operating
revenues from 1994 for the third quarter and nine months, respectively, are
shown as follows:
<PAGE> 10
<TABLE>
<CAPTION>
Changes for Period
Ended September 30, 1995
Three Nine
Factors Months Months
(millions)
<S> <C> <C>
Kilowatt-hour Sales Volume and Mix $62.7 $64.0
Wholesale Revenues 7.9 11.2
Fuel Cost Recovery Revenues 0.5 15.0
Miscellaneous Revenues 1.5 (7.1)
Total $72.6 $83.1
</TABLE>
Percentage changes between 1995 and 1994 billed electric kilowatt-hour sales
are summarized as follows:
<TABLE>
<CAPTION>
Changes for Period
Ended September 30, 1995
Three Nine
Customer Categories Months Months
<S> <C> <C>
Residential 19.0% 2.8%
Commercial 5.6 1.9
Industrial 0.8 0.9
Other 47.0 37.6
Total 11.0 5.1
</TABLE>
Third quarter 1995 total kilowatt-hour sales increased because of much hotter
summer weather than that in 1994. The hot summer weather in 1995 boosted
residential, commercial and wholesale sales. Weather-normalized residential
sales increased 3.1% for the 1995 period, while weather-normalized commercial
sales decreased 0.7%. Wholesale sales (included in the "Other" category)
increased 64%. Industrial sales increased slightly as increased sales to
petroleum refineries and the broad-based, smaller industrial customer group
entirely offset lower sales to the other large industrial customers.
Total kilowatt-hour sales increased for the nine-month period in 1995 because
of the hotter summer weather in 1995. The hot summer weather in 1995 resulted
in higher residential, commercial and wholesale sales. Weather-normalized
residential sales were 0.3% lower for the 1995 nine-month period than for the
1994 period, while weather-normalized commercial sales increased 0.1%.
Wholesale sales increased 63%. Industrial sales increased slightly as
increased sales to petroleum refineries and the broad-based, smaller
industrial customer group entirely offset lower sales to the other large
industrial customers.
Wholesale sales and revenues in 1994 were suppressed by soft market conditions
and limited power availability for bulk power transactions because of
generating plant outages.
<PAGE> 11
The increases in 1995 fuel cost recovery revenues included in customer bills
resulted from changes in the fuel cost recovery factors used by the Operating
Companies to calculate these revenues. The weighted average of the respective
fuel cost recovery factors used for the third quarter of 1995 increased 7% for
Cleveland Electric and decreased 4.4% for Toledo Edison compared to the
weighted average of the respective fuel cost recovery factors used for the
third quarter of 1994. The weighted average of the respective fuel cost
recovery factors used for the 1995 nine-month period increased 13.2% for
Cleveland Electric and decreased 7.5% for Toledo Edison compared to the
weighted average of the respective fuel cost recovery factors used for the
1994 nine-month period.
Miscellaneous revenues decreased for the 1995 nine-month period from the 1994
amount primarily because the 1994 amount included the billings to other
utility owners and lessees for overhead expenses related to the 1994 refueling
and maintenance outage of the jointly owned Perry Nuclear Power Plant Unit 1.
Third quarter operating expenses in 1995 increased 11.2% from the 1994 amount.
Increased other operation and maintenance expenses resulted from higher power
production expenses related to increased generation and third quarter 1995
charges for an ongoing inventory reduction program and the cancellation of
certain capital projects. Fuel and purchased power expenses increased
primarily because of higher fuel expense attributable to increased generation
and more amortization of previously deferred fuel costs than the amount
amortized in 1994. Federal income taxes increased as a result of higher
pretax operating income. Third quarter depreciation and amortization expenses
in 1995 decreased from the 1994 amount primarily because the 1994 third
quarter amount included the true-up adjustments for nuclear plant
decommissioning expense accruals for the first six months of 1994. This
incremental expense was recorded in September 1994 when the cost estimates
were revised. An increase in deferred operating expenses resulted primarily
from increased deferrals for depreciation and postretirement benefits other
than pensions in the 1995 period pursuant to the Rate Stabilization Program.
The Rate Stabilization Program was approved by The Public Utilities Commission
of Ohio (PUCO) for the Operating Companies in 1992.
Third quarter 1995 credits for carrying charges relating to the Rate
Stabilization Program increased from the 1994 amount primarily because of the
larger base (which is related to net property additions since 1989) subject to
the carrying charge calculation.
Nine-month operating expenses in 1995 increased 4.3% from the 1994 amount.
Fuel and purchased power expenses increased as higher fuel expense was
partially offset by lower purchased power expense. The higher fuel expense
was attributable to increased generation and more amortization of previously
deferred fuel costs than the amount amortized in 1994. The lower purchased
power expense resulted from the increased availability of the nuclear
generating units in the 1995 period. Other operation and maintenance expenses
increased primarily because of the third quarter 1995 charges related to
inventory and canceled capital projects. Federal income taxes increased as a
result of higher pretax operating income.
<PAGE> 12
The nine-month 1995 credits for carrying charges relating to the Rate
Stabilization Program increased from the 1994 amount primarily because of the
larger base (which is related to net property additions since 1989) subject to
the carrying charge calculation.
Outlook--Rate Matters
The Operating Companies continue to take action to increase revenues through
the enhanced marketing plan and to control costs. The full impact of these
efforts will take time. Also, as discussed in Note 5 in the First Quarter
1995 Form 10-Q, each Operating Company filed a request with the PUCO in April
1995 for a rate increase to be effective in 1996. As part of the Rate
Stabilization Program, during the 1992-1995 period the Operating Companies are
allowed to defer and subsequently recover certain costs not currently
recovered in rates and to accelerate the amortization of certain benefits.
These cost deferrals and accelerated amortizations totaled $44.3 million and
$129.7 million for the 1995 third quarter and nine-month period, respectively.
These regulatory accounting deferrals and amortizations will end in the fourth
quarter of 1995.
On November 3, 1995, the PUCO's staff (Staff) issued its report (Staff Report)
relating to the Operating Companies' rate increase requests. In the Staff
Report, the Staff recommended that the PUCO grant Cleveland Electric and
Toledo Edison annual increases of $83.9 million and $35.2 million,
respectively; however, the Staff recommended that rate relief be conditioned
upon the Operating Companies' acceptance of a PUCO recommendation that the
Operating Companies "commit to a significant revaluation of their asset bases
over some finite period of time." The recommended conditional rate increases
represent the full amounts requested by the Operating Companies. The
Companies are evaluating the Staff Report and will have an opportunity to
challenge recommendations with which they disagree during the hearing phase of
the rate cases expected in December 1995. A PUCO decision is expected in the
first quarter of 1996. For additional information, see "Part II, Item 5.
Other Information -- 1. 1995 Rate Requests" in this Quarterly Report on Form
10-Q.
<PAGE> 13
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
INCOME STATEMENT
(Unaudited)
(Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- -------------------------
1995 1994 1995 1994
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 525,833 $ 473,969 $ 1,360,578 $ 1,296,628
OPERATING EXPENSES
Fuel and Purchased Power (1) 110,104 98,475 317,997 290,446
Other Operation and Maintenance 113,421 90,980 308,390 294,764
Generation Facilities Rental Expense, Net 13,892 13,892 41,675 41,675
Depreciation and Amortization 49,290 50,488 146,777 146,117
Taxes, Other Than Federal Income Taxes 58,288 58,818 174,535 176,862
Deferred Operating Expenses, Net (11,229) (9,225) (31,686) (29,251)
Federal Income Taxes 47,140 38,840 81,592 67,750
-------- -------- ---------- ----------
Total Operating Expenses 380,906 342,268 1,039,280 988,363
-------- -------- ---------- ----------
OPERATING INCOME 144,927 131,701 321,298 308,265
NONOPERATING INCOME
Allowance for Equity Funds Used During Construction 290 860 1,256 2,437
Other Income and Deductions, Net 804 1,619 1,941 4,731
Deferred Carrying Charges 7,991 6,303 23,354 18,766
Federal Income Taxes - Credit (Expense) (538) (617) (1,441) (2,579)
-------- -------- ---------- ----------
Total Nonoperating Income 8,547 8,165 25,110 23,355
-------- -------- ---------- ----------
INCOME BEFORE INTEREST CHARGES 153,474 139,866 346,408 331,620
INTEREST CHARGES
Long-Term Debt 62,889 60,624 184,194 181,137
Short-Term Debt 844 890 2,638 2,823
Allowance for Borrowed Funds Used During Construction (236) (1,097) (1,614) (3,002)
-------- -------- ---------- ----------
Net Interest Charges 63,497 60,417 185,218 180,958
-------- -------- ---------- ----------
NET INCOME 89,977 79,449 161,190 150,662
Preferred Dividend Requirements 10,452 11,329 32,127 34,197
-------- -------- ---------- ----------
EARNINGS AVAILABLE FOR COMMON STOCK $ 79,525 $ 68,120 $ 129,063 $ 116,465
======== ======== ========== ==========
(1) Includes purchased power expense for
purchases from Toledo Edison. $ 25,939 $ 27,716 $ 75,496 $ 84,329
The accompanying notes as they relate to Cleveland Electric are an integral part of this statement.
</TABLE>
<PAGE> 14
<TABLE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
BALANCE SHEET
(Thousands)
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited)
----------- -----------
ASSETS
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Utility Plant In Service $ 6,860,312 $ 6,870,651
Accumulated Depreciation and Amortization (2,064,243) (2,013,775)
----------- -----------
4,796,069 4,856,876
Construction Work In Progress 71,914 99,376
----------- -----------
4,867,983 4,956,252
Nuclear Fuel, Net of Amortization 130,294 173,745
Other Property, Less Accumulated Depreciation 59,276 20,575
----------- -----------
5,057,553 5,150,572
CURRENT ASSETS
Cash and Temporary Cash Investments 92,921 65,643
Amounts Due from Customers and Others, Net 181,478 146,412
Amounts Due from Affiliates 4,452 5,002
Unbilled Revenues 62,500 71,500
Materials and Supplies, at Average Cost 85,662 94,563
Fossil Fuel Inventory, at Average Cost 18,263 16,186
Taxes Applicable to Succeeding Years 75,992 179,716
Other 6,936 4,343
----------- -----------
528,204 583,365
DEFERRED CHARGES AND OTHER ASSETS
Amounts Due from Customers for Future Federal Income Taxes 650,882 641,249
Unamortized Loss on Reacquired Debt 62,109 57,827
Carrying Charges and Operating Expenses 633,284 578,302
Nuclear Plant Decommissioning Trusts 54,013 44,211
Other 100,106 95,114
----------- -----------
1,500,394 1,416,703
----------- -----------
$ 7,086,151 $ 7,150,640
=========== ===========
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity $ 1,153,641 $ 1,058,190
Preferred Stock
With Mandatory Redemption Provisions 215,420 245,971
Without Mandatory Redemption Provisions 240,871 240,871
Long-Term Debt 2,709,897 2,543,036
----------- -----------
4,319,829 4,088,068
CURRENT LIABILITIES
Current Portion of Long-Term Debt and Preferred Stock 163,574 281,785
Current Portion of Lease Obligations 52,354 47,403
Accounts Payable 84,389 87,954
Accounts and Notes Payable to Affiliates 55,215 117,635
Accrued Taxes 180,626 309,724
Accrued Interest 70,771 62,210
Dividends Declared 6,656 18,075
Other 39,646 33,028
----------- -----------
653,231 957,814
DEFERRED CREDITS AND OTHER LIABILITIES
Unamortized Investment Tax Credits 183,726 192,151
Accumulated Deferred Federal Income Taxes 1,279,790 1,233,830
Unamortized Gain from Bruce Mansfield Plant Sale 314,741 326,930
Accumulated Deferred Rents for Bruce Mansfield Plant 91,006 84,454
Nuclear Fuel Lease Obligations 96,547 132,180
Retirement Benefits 63,779 59,471
Other 83,502 75,742
----------- -----------
2,113,091 2,104,758
COMMITMENTS AND CONTINGENCIES (Note 5)
----------- -----------
$ 7,086,151 $ 7,150,640
=========== ===========
The accompanying notes as they relate to Cleveland Electric are an integral part of this
statement.
</TABLE>
<PAGE> 15
<TABLE>
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
CASH FLOWS
(Unaudited)
(Thousands)
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $161,190 $150,662
-------- --------
Adjustments to Reconcile Net Income
to Cash from Operating Activities:
Depreciation and Amortization 146,777 146,117
Deferred Federal Income Taxes 36,106 43,704
Unbilled Revenues 9,000 15,000
Deferred Fuel 13,900 (21,785)
Deferred Carrying Charges (23,354) (18,766)
Leased Nuclear Fuel Amortization 52,552 39,966
Deferred Operating Expenses, Net (31,686) (29,251)
Allowance for Equity Funds Used During Construction (1,256) (2,437)
Changes in Amounts Due from Customers and Others, Net (35,066) (17,227)
Changes in Inventories 6,824 (2,578)
Changes in Accounts Payable (3,565) (48,856)
Changes in Working Capital Affecting Operations (16,558) 10,527
Other Noncash Items (2,438) 5,475
-------- --------
Total Adjustments 151,236 119,889
-------- --------
Net Cash from Operating Activities 312,426 270,551
CASH FLOWS FROM FINANCING ACTIVITIES
Notes Payable to Affiliates (58,100) 19,200
First Mortgage Bond Issues 442,850 --
Maturities, Redemptions and Sinking Funds (428,455) (55,353)
Nuclear Fuel Lease Obligations (39,776) (51,115)
Dividends Paid (77,078) (101,494)
Premiums, Discounts and Expenses (8,644) (761)
-------- --------
Net Cash from Financing Activities (169,203) (189,523)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Applied to Construction (89,534) (124,366)
Interest Capitalized as Allowance for Borrowed Funds Used
During Construction (1,614) (3,002)
Contributions to Nuclear Plant Decommissioning Trusts (6,408) (3,652)
Other Cash Applied (18,389) (9,038)
-------- --------
Net Cash from Investing Activities (115,945) (140,058)
-------- --------
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 27,278 (59,030)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD 65,643 77,374
-------- --------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD $92,921 $18,344
======== ========
Other Payment Information:
Interest (net of amounts capitalized) $149,000 $148,000
Federal Income Taxes 60,300 11,300
The accompanying notes as they relate to Cleveland Electric are an integral part of this statement.
</TABLE>
<PAGE> 16
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
Reference is made to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in Item 7 of the 1994 Form 10-K
and in the First and Second Quarter 1995 Form 10-Qs. The information under
"Capital Resources and Liquidity" remains unchanged with the following
exceptions:
During the third quarter of 1995, Cleveland Electric completed financings as
discussed in Note 4.
Within the next few months, Cleveland Electric plans to complete the sale of
substantially all of its retail customer accounts receivable and unbilled
revenues in connection with asset-backed securitization agreements which will
provide for the periodic sale, assignment and repurchase of such accounts.
The net proceeds from the sale of the accounts receivable are expected to be
in the range of $100 million to $120 million. Cleveland Electric will use the
net proceeds for general corporate purposes.
Additional first mortgage bonds may be issued by Cleveland Electric under its
mortgage on the basis of property additions, cash or refundable first mortgage
bonds. If the applicable interest coverage test is met, Cleveland Electric
may issue first mortgage bonds on the basis of property additions and, under
certain circumstances, refundable bonds. At September 30, 1995, Cleveland
Electric would have been permitted to issue approximately $365 million of
additional first mortgage bonds.
Results of Operations
Factors contributing to the 10.9% and 4.9% increases in 1995 operating
revenues from 1994 for the third quarter and nine months, respectively, are
shown as follows:
<TABLE>
<CAPTION>
Changes for Period
Ended September 30, 1995
Three Nine
Factors Months Months
(millions)
<S> <C> <C>
Kilowatt-hour Sales Volume and Mix $40.6 $ 39.9
Wholesale Revenues 5.3 8.7
Fuel Cost Recovery Revenues 5.1 25.0
Miscellaneous Revenues 0.9 (9.6)
Total $51.9 $ 64.0
</TABLE>
<PAGE> 17
Percentage changes between 1995 and 1994 billed electric kilowatt-hour sales
are summarized as follows:
<TABLE>
<CAPTION>
Changes for Period
Ended September 30, 1995
Three Nine
Customer Categories Months Months
<S> <C> <C>
Residential 18.3% 2.2%
Commercial 5.0 1.9
Industrial 0.7 0.2
Other 46.6 57.0
Total 10.3 5.2
</TABLE>
Third quarter 1995 total kilowatt-hour sales increased because of much hotter
summer weather than that in 1994. The hot summer weather in 1995 boosted
residential, commercial and wholesale sales. Weather-normalized residential
and commercial sales increased 4% and 0.4%, respectively, for the 1995 period.
Wholesale sales (included in the "Other" category) increased 58%. Industrial
sales increased slightly as increased sales to the broad-based, smaller
industrial customer group entirely offset lower sales to the largest
industrial customers.
Total kilowatt-hour sales increased for the nine-month period in 1995 because
of the hotter summer weather in 1995. The hot summer weather in 1995 resulted
in higher residential, commercial and wholesale sales. Weather-normalized
residential sales were 0.8% lower for the 1995 nine-month period than for the
1994 period, while weather-normalized commercial sales increased 0.6%.
Wholesale sales increased 98%. Industrial sales increased slightly as
increased sales to the broad-based, smaller industrial customer group entirely
offset lower sales to the largest industrial customers.
Wholesale sales and revenues in 1994 were suppressed by soft market conditions
and limited power availability for bulk power transactions because of
generating plant outages.
The increases in 1995 fuel cost recovery revenues included in customer bills
resulted from increases in the fuel cost recovery factors used in 1995 to
calculate these revenues compared to those used in 1994. The increases in the
weighted averages of the fuel cost recovery factors for 1995 were 7% and 13.2%
for the third quarter and nine months, respectively.
Miscellaneous revenues decreased for the 1995 nine-month period from the 1994
amount primarily because the 1994 amount included the billings to other
utility owners and lessees for overhead expenses related to the 1994 refueling
and maintenance outage of the jointly owned Perry Nuclear Power Plant Unit 1.
Third quarter operating expenses in 1995 increased 11.3% from the 1994 amount.
Increased other operation and maintenance expenses resulted from higher power
production expenses related to increased generation and third quarter 1995
charges for an ongoing inventory reduction program and the cancellation of
certain capital projects. Fuel and purchased power expenses increased
<PAGE> 18
primarily because of higher fuel expense attributable to increased generation
and more amortization of previously deferred fuel costs than the amount
amortized in 1994. Federal income taxes increased as a result of higher
pretax operating income. Third quarter depreciation and amortization expenses
in 1995 decreased from the 1994 amount primarily because the 1994 third
quarter amount included the true-up adjustments for nuclear plant
decommissioning expense accruals for the first six months of 1994. This
incremental expense was recorded in September 1994 when the cost estimates
were revised. An increase in deferred operating expenses resulted primarily
from increased deferrals for depreciation and postretirement benefits other
than pensions in the 1995 period pursuant to the Rate Stabilization Program.
The Rate Stabilization Program was approved by The Public Utilities Commission
of Ohio (PUCO) for Cleveland Electric in 1992.
Third quarter 1995 credits for carrying charges relating to the Rate
Stabilization Program increased from the 1994 amount primarily because of the
larger base (which is related to net property additions since 1989) subject to
the carrying charge calculation.
Nine-month operating expenses in 1995 increased 5.2% from the 1994 amount.
Fuel and purchased power expenses increased as higher fuel expense was
partially offset by lower purchased power expense. The higher fuel expense
was attributable to increased generation and more amortization of previously
deferred fuel costs than the amount amortized in 1994. The lower purchased
power expense resulted from the increased availability of the nuclear
generating units in the 1995 period. Other operation and maintenance expenses
increased primarily because of the third quarter 1995 charges related to
inventory and canceled capital projects. Federal income taxes increased as a
result of higher pretax operating income.
The nine-month 1995 credits for carrying charges relating to the Rate
Stabilization Program increased from the 1994 amount primarily because of the
larger base (which is related to net property additions since 1989) subject to
the carrying charge calculation. A decrease in investment and other income
which lowered "Other Income and Deductions, Net" partially offset the carrying
charge increase. A decrease in the nine-month federal income tax provision
for nonoperating income in 1995 also contributed to the increase in
nonoperating income.
Outlook--Rate Matters
Cleveland Electric continues to take action to increase revenues through the
enhanced marketing plan and to control costs. The full impact of these
efforts will take time. Also, as discussed in Note 5 in the First Quarter
1995 Form 10-Q, Cleveland Electric filed a request with the PUCO in April 1995
for a rate increase to be effective in 1996. As part of the Rate
Stabilization Program, during the 1992-1995 period Cleveland Electric is
allowed to defer and subsequently recover certain costs not currently
recovered in rates and to accelerate the amortization of certain benefits.
These cost deferrals and accelerated amortizations totaled $28.7 million and
$83.5 million for the 1995 third quarter and nine-month period, respectively.
These regulatory accounting deferrals and amortizations will end in the fourth
quarter of 1995.
On November 3, 1995, the PUCO's staff (Staff) issued its report (Staff Report)
relating to Cleveland Electric's rate increase request. In the Staff Report,
the Staff recommended that the PUCO grant Cleveland Electric an annual
increase of $83.9 million; however, the Staff recommended that rate relief be
conditioned upon Cleveland Electric's acceptance of a PUCO recommendation that
<PAGE> 19
Cleveland Electric "commit to a significant revaluation of its asset base over
some finite period of time." The recommended conditional rate increase
represents the full amount requested by Cleveland Electric. Cleveland
Electric is evaluating the Staff Report and will have an opportunity to
challenge recommendations with which it disagrees during the hearing phase of
the rate case expected in December 1995. A PUCO decision is expected in the
first quarter of 1996. For additional information, see "Part II, Item 5.
Other Information -- 1. 1995 Rate Requests" in this Quarterly Report on Form
10-Q.
<PAGE> 20
THE TOLEDO EDISON COMPANY
INCOME STATEMENT
(Unaudited)
(Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C>
OPERATING REVENUES (1) $ 245,830 $ 227,447 $ 667,257 $ 660,471
OPERATING EXPENSES
Fuel and Purchased Power 44,239 42,018 120,196 129,041
Other Operation and Maintenance 60,881 53,425 169,553 170,038
Generation Facilities Rental Expense, Net 25,981 25,876 77,901 77,627
Depreciation and Amortization 21,130 21,990 63,114 62,271
Taxes, Other Than Federal Income Taxes 23,555 23,326 71,452 70,517
Deferred Operating Expenses, Net (5,543) (5,653) (15,856) (16,341)
Federal Income Taxes 16,730 13,105 33,404 28,099
-------- -------- -------- --------
Total Operating Expenses 186,973 174,087 519,764 521,252
-------- -------- -------- --------
OPERATING INCOME 58,857 53,360 147,493 139,219
NONOPERATING INCOME
Allowance for Equity Funds Used During Construction (169) 336 510 853
Other Income and Deductions, Net (2,905) 780 223 2,402
Deferred Carrying Charges 3,813 3,706 11,645 10,945
Federal Income Taxes - Credit (Expense) 1,100 (158) (182) (536)
-------- -------- -------- --------
Total Nonoperating Income 1,839 4,664 12,196 13,664
-------- -------- -------- --------
INCOME BEFORE INTEREST CHARGES 60,696 58,024 159,689 152,883
INTEREST CHARGES
Long-Term Debt 26,315 27,195 79,746 82,112
Short-Term Debt 905 1,983 5,370 3,923
Allowance for Borrowed Funds Used During Construction 39 (104) (346) (332)
-------- -------- -------- --------
Net Interest Charges 27,259 29,074 84,770 85,703
-------- -------- -------- --------
NET INCOME 33,437 28,950 74,919 67,180
Preferred Dividend Requirements 4,507 5,099 13,986 15,457
-------- -------- -------- --------
EARNINGS AVAILABLE FOR COMMON STOCK $ 28,930 $ 23,851 $ 60,933 $ 51,723
======== ======== ======== ========
(1) Includes revenues from bulk power sales
to Cleveland Electric. $ 25,939 $ 27,716 $ 75,496 $ 84,329
The accompanying notes as they relate to Toledo Edison are an integral part of this statement.
</TABLE>
<PAGE> 21
THE TOLEDO EDISON COMPANY
BALANCE SHEET
(Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited)
----------- -----------
ASSETS
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Utility Plant In Service $ 2,882,037 $ 2,899,345
Accumulated Depreciation and Amortization (923,350) (892,331)
----------- -----------
1,958,687 2,007,014
Construction Work In Progress 26,252 30,119
----------- -----------
1,984,939 2,037,133
Nuclear Fuel, Net of Amortization 85,547 119,477
Other Property, Less Accumulated Depreciation 19,015 5,994
----------- -----------
2,089,501 2,162,604
CURRENT ASSETS
Cash and Temporary Cash Investments 101,822 87,800
Amounts Due from Customers and Others, Net 73,192 61,794
Amounts Due from Affiliates 18,590 18,929
Unbilled Revenues 19,844 21,844
Materials and Supplies, at Average Cost 40,678 44,730
Fossil Fuel Inventory, at Average Cost 8,019 12,498
Taxes Applicable to Succeeding Years 32,623 72,160
Other 3,523 2,369
----------- -----------
298,291 322,124
DEFERRED CHARGES AND OTHER ASSETS
Amounts Due from Customers for Future Federal Income Taxes 408,552 405,308
Unamortized Loss from Beaver Valley Unit 2 Sale 97,329 100,698
Unamortized Loss on Reacquired Debt 27,935 28,094
Carrying Charges and Operating Expenses 406,194 378,751
Nuclear Plant Decommissioning Trusts 45,830 37,755
Other 62,607 66,798
----------- -----------
1,048,447 1,017,404
----------- -----------
$ 3,436,239 $ 3,502,132
=========== ===========
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity $ 745,332 $ 684,568
Preferred Stock
With Mandatory Redemption Provisions 5,020 6,685
Without Mandatory Redemption Provisions 210,000 210,000
Long-Term Debt 1,081,857 1,154,046
----------- -----------
2,042,209 2,055,299
CURRENT LIABILITIES
Current Portion of Long-Term Debt and Preferred Stock 59,091 82,891
Current Portion of Lease Obligations 39,288 35,696
Accounts Payable 75,835 48,190
Accounts Payable to Affiliates 29,207 30,701
Accrued Taxes 34,957 74,909
Accrued Interest 26,737 27,027
Other 17,566 16,566
----------- -----------
282,681 315,980
DEFERRED CREDITS AND OTHER LIABILITIES
Unamortized Investment Tax Credits 81,181 86,673
Accumulated Deferred Federal Income Taxes 560,148 540,836
Unamortized Gain from Bruce Mansfield Plant Sale 190,592 198,089
Accumulated Deferred Rents for Bruce Mansfield Plant
and Beaver Valley Unit 2 59,180 54,165
Nuclear Fuel Lease Obligations 60,371 87,285
Retirement Benefits 102,904 102,897
Other 56,973 60,908
----------- -----------
1,111,349 1,130,853
COMMITMENTS AND CONTINGENCIES (Note 5)
----------- -----------
$ 3,436,239 $ 3,502,132
=========== ===========
The accompanying notes as they relate to Toledo Edison are an integral part of
this statement.
</TABLE>
<PAGE> 22
THE TOLEDO EDISON COMPANY
CASH FLOWS
(Unaudited)
(Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1995 1994
----------- -----------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $74,919 $67,180
-------- --------
Adjustments to Reconcile Net Income
to Cash from Operating Activities:
Depreciation and Amortization 63,114 62,271
Deferred Federal Income Taxes 16,244 42,521
Unbilled Revenues 2,000 8,000
Deferred Fuel (2,463) 4,139
Deferred Carrying Charges (11,645) (10,945)
Leased Nuclear Fuel Amortization 40,131 32,805
Deferred Operating Expenses, Net (15,856) (16,341)
Allowance for Equity Funds Used During Construction (510) (853)
Changes in Amounts Due from Customers and Others, Net (11,398) (6,337)
Changes in Inventories 8,531 (4,589)
Changes in Accounts Payable 27,645 (7,532)
Changes in Working Capital Affecting Operations (2,014) (26,057)
Other Noncash Items 10,800 10,701
-------- --------
Total Adjustments 124,579 87,783
-------- --------
Net Cash from Operating Activities 199,498 154,963
CASH FLOWS FROM FINANCING ACTIVITIES
First Mortgage Bond Issues 99,000 --
Maturities, Redemptions and Sinking Funds (199,183) (51,933)
Nuclear Fuel Lease Obligations (29,522) (42,040)
Dividends Paid (14,155) (15,596)
Premiums, Discounts and Expenses (5,311) (212)
-------- --------
Net Cash from Financing Activities (149,171) (109,781)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Applied to Construction (25,152) (24,794)
Interest Capitalized as Allowance for Borrowed Funds Used
During Construction (346) (332)
Loans to Affiliates -- (19,200)
Contributions to Nuclear Plant Decommissioning Trusts (5,386) (3,244)
Other Cash Applied (5,421) (2,301)
-------- --------
Net Cash from Investing Activities (36,305) (49,871)
-------- --------
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS 14,022 (4,689)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD 87,800 82,042
-------- --------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD $101,822 $77,353
======== ========
Other Payment Information:
Interest (net of amounts capitalized) $69,000 $69,000
Federal Income Taxes 17,500 5,700
The accompanying notes as they relate to Toledo Edison are an integral part of this statement.
</TABLE>
<PAGE> 23
THE TOLEDO EDISON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
Reference is made to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in Item 7 of the 1994 Form 10-K
and in the First and Second Quarter 1995 Form 10-Qs. The information under
"Capital Resources and Liquidity" remains unchanged with the following
exceptions:
During the third quarter of 1995, Toledo Edison completed financings as
discussed in Note 4.
Within the next few months, Toledo Edison plans to complete the sale of
substantially all of its retail customer accounts receivable and unbilled
revenues in connection with asset-backed securitization agreements which will
provide for the periodic sale, assignment and repurchase of such accounts.
The net proceeds from the sale of the accounts receivable are expected to be
in the range of $40 million to $50 million. Toledo Edison will use the net
proceeds for general corporate purposes.
Additional first mortgage bonds may be issued by Toledo Edison under its
mortgage on the basis of property additions, cash or refundable first mortgage
bonds. If the applicable interest coverage test is met, Toledo Edison may
issue first mortgage bonds on the basis of property additions and, under
certain circumstances, refundable bonds. At September 30, 1995, Toledo Edison
would have been permitted to issue approximately $283 million of additional
first mortgage bonds.
Under its articles of incorporation, Toledo Edison cannot issue preferred
stock unless certain earnings coverage requirements are met. At September 30,
1995, Toledo Edison would have been permitted to issue approximately $87
million of additional preferred stock at an assumed dividend rate of 12%.
Results of Operations
Factors contributing to the 8.1% and 1.0% increases in 1995 operating revenues
from 1994 for the third quarter and nine months, respectively, are shown as
follows:
<PAGE> 24
<TABLE>
<CAPTION>
Changes for Period
Ended September 30, 1995
Three Nine
Factors Months Months
(millions)
<S> <C> <C>
Kilowatt-hour Sales Volume and Mix $22.1 $ 24.1
Wholesale Revenues 0.9 (7.1)
Fuel Cost Recovery Revenues (4.6) (10.0)
Miscellaneous Revenues - (0.2)
Total $18.4 $ 6.8
</TABLE>
Percentage changes between 1995 and 1994 billed electric kilowatt-hour sales
are summarized as follows:
<TABLE>
<CAPTION>
Changes for Period
Ended September 30, 1995
Three Nine
Customer Categories Months Months
<S> <C> <C>
Residential 20.8% 4.4%
Commercial 7.6 1.7
Industrial 1.1 2.2
Other 16.0 1.5
Total 9.7 2.4
</TABLE>
Third quarter 1995 total kilowatt-hour sales increased because of much hotter
summer weather than that in 1994. The hot summer weather in 1995 boosted
residential, commercial and wholesale sales. Weather-normalized residential
sales increased 1.1% for the 1995 period, while weather-normalized commercial
sales decreased 4.4%. Wholesale sales (included in the "Other" category)
increased 18%. Industrial sales increased primarily because increased sales
to petroleum refineries and the broad-based, smaller industrial customer group
entirely offset lower sales to large automotive manufacturers.
Total kilowatt-hour sales increased for the nine-month period in 1995
primarily because of the hotter summer weather in 1995. The hot summer
weather in 1995 resulted in higher residential, commercial and wholesale
sales. Weather-normalized residential sales increased 0.8% for the 1995
nine-month period, while weather-normalized commercial sales decreased 1.4%.
Industrial sales increased on the strength of increased sales to large glass
manufacturers, petroleum refineries and the broad-based, smaller industrial
customer group.
The decreases in 1995 fuel cost recovery revenues included in customer bills
resulted from decreases in the fuel cost recovery factors used in 1995 to
calculate these revenues compared to those used in 1994. The decreases in the
weighted averages of the fuel cost recovery factors for 1995 were 4.4% and
7.5% for the third quarter and nine months, respectively.
<PAGE> 25
Third quarter operating expenses in 1995 increased 7.4% from the 1994 amount.
Increased other operation and maintenance expenses resulted from higher power
production expenses related to increased generation and third quarter 1995
charges for an ongoing inventory reduction program and the cancellation of
certain capital projects. Federal income taxes increased as a result of
higher pretax operating income. Fuel and purchased power expenses increased
because of higher fuel expense. The increased fuel expense related to
increased generation was partially offset by less amortization of previously
deferred fuel costs than the amount amortized in 1994. Third quarter
depreciation and amortization expenses in 1995 decreased from the 1994 amount
because the 1994 third quarter amount included the true-up adjustments for
nuclear plant decommissioning expense accruals for the first six months of
1994. This incremental expense was recorded in September 1994 when the cost
estimates were revised.
Nine-month operating expenses in 1995 decreased 0.3% from the 1994 amount.
Fuel and purchased power expenses decreased because of less fuel expense and
lower purchased power requirements, the latter resulting from the increased
availability of the nuclear generating units in the 1995 period. The lower
fuel expense resulted from less amortization of previously deferred fuel costs
than the amount amortized in 1994. Federal income taxes increased as a result
of higher pretax operating income.
Outlook--Rate Matters
Toledo Edison continues to take action to increase revenues through the
enhanced marketing plan and to control costs. The full impact of these
efforts will take time. Also, as discussed in Note 5 in the First Quarter
1995 Form 10-Q, Toledo Edison filed a request with The Public Utilities
Commission of Ohio (PUCO) in April 1995 for a rate increase to be effective in
1996. As part of the Rate Stabilization Program, during the 1992-1995 period
Toledo Edison is allowed to defer and subsequently recover certain costs not
currently recovered in rates and to accelerate the amortization of certain
benefits. The Rate Stabilization Program was approved by the PUCO for Toledo
Edison in 1992. These cost deferrals and accelerated amortizations totaled
$15.6 million and $46.2 million for the 1995 third quarter and nine-month
period, respectively. These regulatory accounting deferrals and amortizations
will end in the fourth quarter of 1995.
On November 3, 1995, the PUCO's staff (Staff) issued its report (Staff Report)
relating to Toledo Edison's rate increase request. In the Staff Report, the
Staff recommended that the PUCO grant Toledo Edison an annual increase of
$35.2 million; however, the Staff recommended that rate relief be conditioned
upon Toledo Edison's acceptance of a PUCO recommendation that Toledo Edison
"commit to a significant revaluation of its asset base over some finite period
of time." The recommended conditional rate increase represents the full
amount requested by Toledo Edison. Toledo Edison is evaluating the Staff
Report and will have an opportunity to challenge recommendations with which it
disagrees during the hearing phase of the rate case expected in December 1995.
A PUCO decision is expected in the first quarter of 1996. For additional
information, see "Part II, Item 5. Other Information -- 1. 1995 Rate
Requests" in this Quarterly Report on Form 10-Q.
<PAGE> 26
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
1. 1995 Rate Requests
For background relating to this topic see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Outlook --
Regulatory Accounting" and "Item 1. Business -- Electric Rates -- 1995 Rate
Requests" in the Companies' Annual Report on Form 10-K for the year ended
December 31, 1994 ("1994 Form 10-K") and Note 5 to the Financial Statements
contained in the Companies' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
On November 3, 1995, the staff of The Public Utilities Commission of Ohio
("PUCO") issued its report ("Staff Report") relating to the requests for rate
increases filed by the Operating Companies in March 1995. In the Staff Report,
the PUCO staff ("Staff") recommended that the PUCO grant Cleveland Electric an
annual increase of $83.9 million and that the PUCO grant Toledo Edison an
annual increase of $35.2 million; however, the Staff recommended that rate
relief be conditioned upon the Operating Companies' acceptance of a PUCO
recommendation that the Operating Companies "commit to a significant
revaluation of their asset bases over some finite period of time." The
recommended conditional rate increases represent the full amounts requested by
the Operating Companies.
The Staff recommended a range for return on equity of 12.75% to 13.68% versus
the 14.23% requested by each of the Operating Companies. The Staff also
recommended an overall rate of return of 10.15% to 10.41% versus 11.09% as
requested by each Operating Company.
The Staff made no recommendation with respect to Centerior Energy's dividend
policy. A consultant for the PUCO recommended that the Centerior Energy Board
of Directors continually re-evaluate the appropriateness of its dividend policy
in light of the Companies' Strategic Plan ("Plan") and Centerior Energy's
financial condition. As previously disclosed, dividend action is determined by
the Centerior Energy Board of Directors on a quarter-to-quarter basis after the
evaluation of a number of factors including financial results, potential
earning capacity and cash flow.
The Staff concluded that the Companies' operating revenues as a ratio to net
plant, total assets and fixed assets indicate that improved performance in
these ratios "will require either a significant increase in revenues or a
significant revaluation of assets." The Staff Report does not specify the
amount of such reduction or the period of time over which such reduction should
occur nor does it provide specific incremental revenues for such reduction.
Any such reduction of asset base, would, absent any other factors, result in a
corresponding reduction in earnings.
If the PUCO were to adopt the Staff's recommendation of conditioning the rate
increase on a commitment by the Operating Companies to significantly revalue
their asset base, it would be a change in the form of ratemaking traditionally
followed by the PUCO. The Companies would evaluate how such a change would
affect the applicability of Statement of Financial Accounting Standards ("SFAS"
) No. 71, "Accounting for the Effects of Certain Types of Regulation", to all
or a portion of their operations and whether there exists an impairment of its
plant costs or regulatory assets under SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of."
Under SFAS No. 121, a disallowance of recovery of a regulatory asset would
result in an immediate write-off of such asset. Additionally, a PUCO order
that does not provide for full recovery of plant investment and the related
operating costs could result in a write-off in the amount of plant impaired.
The Companies believe that the recommendation contained in the Staff Report if
ordered by the PUCO would not result in any such write-offs. A different
conclusion could result depending on the provisions of the PUCO order.
<PAGE> 27
The Staff Report is an interim step in the rate-making process. The PUCO is
not bound by the recommendations of the Staff. The Companies are evaluating
the Staff Report and will have an opportunity to challenge recommendations with
which they disagree during the hearing phase of the rate cases expected to
begin in December 1995. A decision by the PUCO is expected in the first
quarter of 1996.
2. Medical Center Company
For background relating to this topic, see "Item 1.
Business--Operations--Competitive Conditions--Cleveland Electric" in the 1994
Form 10-K and "Item 5. Other Information--5. Medical Center Company" in the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
On October 5, 1995, the PUCO denied Cleveland Electric's request for a
rehearing on its complaint against American Electric Power Company ("AEP") and
Medical Center Company ("Medco") concerning a proposed power contract between
Medco and Cleveland Public Power ("CPP") and an alleged agreement between Medco
and AEP. Cleveland Electric plans to appeal this decision to the Ohio Supreme
Court.
On November 2, 1995, Cleveland Electric filed with the Federal Energy
Regulatory Commission a petition for a declaratory order that Cleveland
Electric is not required to provide transmission service from an operating
subsidiary of AEP to CPP to serve Medco. Cleveland Electric contends, among
other things, that this transaction is in reality a direct purchase by Medco
from AEP in violation of the Federal Power Act.
3. Garfield Heights
For background relating to this topic, see "Item 1.
Business--Operations--Competitive Conditions--Cleveland Electric" in the 1994
Form 10-K and "Item 5. Other Information--1. Garfield Heights" in the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
On August 24, 1995, the PUCO denied requests for rehearing concerning certain
provisions of the PUCO's ruling that a rate reduction in the City of Garfield
Heights was not warranted. Each party has subsequently filed Notices of Appeal
concerning this case with the Ohio Supreme Court.
4. Management Changes
For background relating to this topic, see "Item 10. Directors and Executive
Officers of the Registrants" in the 1994 Form 10-K.
On October 24, 1995, the Board of Directors of Centerior Energy elected the
following officers to new positions effective October 30, 1995:
Officer New Title Former Title
------- --------- ------------
Gary R. Leidich Senior Vice President Vice President
Terrence G. Linnert Senior Vice President, Vice President
Chief Financial Officer
and General Counsel
On October 24, 1995, the Board of Directors of Centerior Service Company
("Service Company") elected the following officers to new positions effective
October 30, 1995:
Officer New Title Former Title
------- --------- ------------
Murray R. Edelman Executive Vice President Executive Vice
President-Transmission, President-Operations
<PAGE> 28
Services and Business & Engineering
Enterprises Groups
Fred J. Lange, Jr. Senior Vice President Senior Vice President-
President-Centerior Fossil & Transmission
Electric Company and Distribution
Operations
Gary R. Leidich Senior Vice President Vice President-
President-Power Generation Finance &
Group Administration
Terrence G. Linnert Senior Vice President- Vice President-
Corporate Administration Legal & Governmental
Group Affairs and
Chief Financial Officer General Counsel
General Counsel
Officer New Title Former Title
------- --------- ------------
Jacquita K. Hauserman Vice President- Vice President-
Business Services Customer Support
David L. Monseau Vice President- Vice President-
Distribution Services Transmission &
Distribution Operations
On October 24, 1995, the Board of Directors of the Service Company also elected
the following officer effective October 30, 1995:
Officer Title
------- ---------
Stanley F. Szwed Vice President-Engineering & Planning
Mr. Szwed's business experience over the past five years included various
positions with the Service Company. He was Manager-Resource Planning from May
1989 to August 1991; Director-System Planning from August 1991 to July 1993;
and Director-System Planning and Operations from July 1993 through October
1995.
On October 30, 1995, the Board of Directors of Cleveland Electric elected the
following officers to new positions effective October 30, 1995:
Officer New Title Former Title
------- --------- ------------
Gary R. Leidich Vice President Vice President &
Chief Financial Officer
Terrence G. Linnert Vice President and Vice President
Chief Financial Officer
On October 30, 1995, the Board of Directors of Cleveland Electric also elected
the following officers effective October 30, 1995:
Officer Title
------- -----
David W. Whitehead Regional Vice President-Central
Jack A. Kline Regional Vice President-Eastern
<PAGE> 29
Mr. Whitehead's business experience over the past five years included various
positions with the Service Company. He was General Counsel-Cleveland Electric
from October 1989 to September 1990; General Counsel-Cleveland from September
1990 to July 1993; and Director- Governmental Affairs from July 1993 through
October 1995.
Mr. Kline's business experience over the past five years included various
positions with the Service Company. He was General Manager-Cleveland East
Operations from May 1990 to July 1993; Director-Cleveland Industrial Marketing
from July 1993 to October 1993; Director-Cleveland Marketing East from October
1993 to November 1994; and Director-Eastern Sales Region from November 1994
through October 1995.
On October 30, 1995, the Board of Directors of Toledo Edison elected the
following officers to new positions effective October 30, 1995:
Officer New Title Former Title
------- --------- ------------
Gary R. Leidich Vice President Vice President &
Chief Financial Officer
Terrence G. Linnert Vice President and Vice President
Chief Financial Officer
On October 30, 1995, the Board of Directors of Toledo Edison also elected the
following officer effective October 30, 1995:
Officer Title
------- -----
John E. Paganie Regional Vice President-West
Mr. Paganie's business experience over the past five years included various
positions with the Service Company. He was Director-Union Relations from May
1990 to August 1991; General Manager-Cleveland West Operations from August 1991
to July 1993; and Director-Human Resources from July 1993 through October 1995.
5. Duquesne Light Company
On October 18, 1995, Cleveland Electric filed a Demand for Arbitration in
connection with allegations made by Duquesne Light Company ("Duquesne") that
certain management practices of Cleveland Electric in its operation of Eastlake
Unit 5 ("Unit 5") have been detrimental to Duquesne's partial ownership
interest in Unit 5. On October 24, 1995, Cleveland Electric filed a complaint
for injunctive and declaratory relief against Duquesne in Lake County (Ohio)
Common Pleas Court seeking a court order prohibiting Duquesne from taking
action to partition or sell its ownership interest in Unit 5. On October 27,
1995, Duquesne filed a complaint in the United States District Court in
Cleveland seeking to have the Lake County action removed to federal court.
6. Chase Brass
On October 17, 1995, Chase Brass & Copper Co., Inc. ("Chase Brass") terminated
its service with Toledo Edison and began to receive its electric service from a
consortium of four municipal electric systems and American Municipal
Power-Ohio, Inc. ("AMP-Ohio"), a non-profit wholesale power provider. Service
is being provided over a transmission line owned by AMP-Ohio. Although the
Ohio Constitution allows municipal electric systems to sell and deliver limited
amounts of power outside their municipal boundaries, Toledo Edison has filed
two lawsuits in Williams County (Ohio) Common Pleas Court against the four
municipalities and AMP-Ohio contending, in part, that this arrangement violates
the legal limits of such sales and that AMP-Ohio's system design for this
transaction raises certain safety issues. North Western Electric Cooperative,
whose certified territory is crossed by AMP-Ohio's transmission line, has also
filed suit to challenge this transaction. The loss of Chase Brass as a
customer would reduce Centerior Energy's and
<PAGE> 30
Toledo Edison's annual net income by about $1,500,000 based on 1994 sales
levels.
In addition, Chase Brass and other surrounding businesses and residences in
Jefferson Township continue to seek incorporation as a municipality to be named
the Village of Holiday City. The municipality would be able to bargain with
other utilities for electric power. The other businesses in the proposed
municipality terminated their service with Toledo Edison earlier and are
receiving electric service from the Village of Montpelier, one of the
consortium now supplying Chase Brass.
7. Toledo Municipalization Study
For background relating to this topic, see "Item 1.
Business--Operations--Competitive Conditions--Toledo Edison" in the 1994 Form
10-K.
In response to a petition drive, on October 3, 1995, the Toledo City Council
appropriated funds to complete a consultant's study on whether to create a
municipal electric utility. This study is expected to be completed in 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
--------
See Exhibit Index following.
b. Reports on Form 8-K
-------------------
During the quarter ended September 30, 1995, Centerior Energy, Cleveland
Electric and Toledo Edison did not file any Current Reports on Form 8-K.
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The person signing this report on
behalf of each such registrant is also signing in his capacity as each
registrant's Chief Accounting Officer.
CENTERIOR ENERGY CORPORATION
----------------------------
(Registrant)
THE CLEVELAND ELECTRIC
----------------------
ILLUMINATING COMPANY
--------------------
(Registrant)
THE TOLEDO EDISON COMPANY
-------------------------
(Registrant)
<PAGE> 31
By: E. LYLE PEPIN
--------------------------------------
E. Lyle Pepin, Controller and Chief
Accounting Officer of each Registrant
Date: September 13, 1995
EXHIBIT INDEX
-------------
The following exhibits are filed or, in the case of Financial Data Schedules,
submitted herewith:
CENTERIOR ENERGY EXHIBIT
------------------------
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
27(a) Financial Data Schedule for the period ended
September 30, 1995.
CLEVELAND ELECTRIC EXHIBITS
---------------------------
Exhibit Number Description
- -------------- -----------
4(a) Sixty-Ninth Supplemental Indenture dated May 1, 1995 to Cleveland
Electric's Mortgage and Deed of Trust ("CE Mortgage"), creating and
securing First Mortgage Bonds, 7-5/8% Series due 2025 (including
therein the form of the Bonds of such Series).
</TABLE>
<PAGE> 32
<TABLE>
<S> <C>
4(b) Seventieth Supplemental Indenture dated May 2, 1995 to the CE Mortgage, creating and securing First
Mortgage Bonds, 9-1/2% Series due 2005-B (including therein the form of the Bonds of such Series).
4(c) Seventy-First Supplemental Indenture dated June 1, 1995 to the CE Mortgage, creating and securing First
Mortgage Bonds, Collateral Series A and First Mortgage Bonds Collateral Series B (including therein the
forms of the Bonds of such Series).
27(b) Financial Data Schedule for the period ended
September 30, 1995.
TOLEDO EDISON EXHIBITS
----------------------
Exhibit Number Description
- -------------- -----------
4(d) Forty-second Supplemental Indenture dated as of May 1, 1995 to Toledo Edison's Indenture of Mortgage and
Deed of Trust ("TE Mortgage"), creating and securing First Mortgage Bonds, 7-5/8% Series due 2020
(including therein the form of the Bonds of such Series).
4(e) Forty-third Supplemental Indenture dated as of June 1, 1995 to the TE Mortgage, creating and securing
First Mortgage Bonds, Collateral Series C and First Mortgage Bonds, Collateral Series D (including
therein the forms of the Bonds of such Series).
TOLEDO EDISON EXHIBITS (CONT.D)
-------------------------------
Exhibit Number Description
- -------------- -----------
4(f) Forty-fourth Supplemental Indenture dated as of July 14, 1995 to the TE Mortgage, creating and securing
First Mortgage Bonds, 7-3/4% Series due 2020-A (including therein the form of Bonds of such Series).
4(g) Forty-fifth Supplemental Indenture dated as of July 15, 1995 to the TE Mortgage, creating and securing
First Mortgage Bonds, 7-3/4% Series due 2020-B (including therein the form of Bonds of such Series).
27(c) Financial Data Schedule for the period ended September 30, 1995.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RELATED
FORM 10-Q FINANCIAL STATEMENTS FOR CENTERIOR ENERGY CORPORATION AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000774197
<NAME> CENTERIOR ENERGY CORPORATION
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 6,852,923
<OTHER-PROPERTY-AND-INVEST> 417,884
<TOTAL-CURRENT-ASSETS> 854,204
<TOTAL-DEFERRED-CHARGES> 2,441,719
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 10,566,730
<COMMON> 2,319,688
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (365,256)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,954,432
220,440
450,871
<LONG-TERM-DEBT-NET> 3,791,754
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 181,486
41,179
<CAPITAL-LEASE-OBLIGATIONS> 156,917
<LEASES-CURRENT> 91,642
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,678,009
<TOT-CAPITALIZATION-AND-LIAB> 10,566,730
<GROSS-OPERATING-REVENUE> 1,934,105
<INCOME-TAX-EXPENSE> 114,769
<OTHER-OPERATING-EXPENSES> 1,348,247
<TOTAL-OPERATING-EXPENSES> 1,463,016
<OPERATING-INCOME-LOSS> 471,089
<OTHER-INCOME-NET> 35,398
<INCOME-BEFORE-INTEREST-EXPEN> 506,487
<TOTAL-INTEREST-EXPENSE> 269,294
<NET-INCOME> 191,080
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 118,425
<TOTAL-INTEREST-ON-BONDS> 305,163
<CASH-FLOW-OPERATIONS> 470,865
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
Exhibit 4(a)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(successor to Morgan Guaranty Trust Company
of New York,
formerly Guaranty Trust Company of New York)
As Trustee under
The Cleveland Electric Illuminating Company's
Mortgage and Deed of Trust,
Dated July 1, 1940
------------------------
SIXTY-NINTH SUPPLEMENTAL INDENTURE
DATED MAY 1, 1995
FIRST MORTGAGE BONDS, 7 5/8% SERIES DUE 2025
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
i
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Sixty-Ninth Supplemental Indenture
Dated May 1, 1995
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PARTIES.......................................................... 1
RECITALS:
Indenture and Supplemental Indentures.......................... 1
First Mortgage Bonds outstanding............................... 2
Authorization by Indenture of issue of additional Bonds........ 2
Bonds of this Series........................................... 2
Purpose of Sixty-Ninth Supplemental Indenture.................. 2
Authorization of Sixty-Ninth Supplemental Indenture............ 3
Compliance with conditions to making of Sixty-Ninth
Supplemental Indenture...................................... 3
ARTICLE I -- CONFIRMATION OF 1940 MORTGAGE AND SUPPLEMENTAL
INDENTURES..................................................... 3
ARTICLE II -- CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF THIS SERIES............................... 4
Section 1 -- Creation and designation of Bonds and
compliance with Indenture.................................. 4
Section 2 -- Date of Bonds, maturity date, interest rate,
accrual date, payment dates, Record Date and place of
payments................................................... 4
Section 3 -- Principal amount of Bonds...................... 5
Section 4 -- Registration and denomination of Bonds......... 5
Section 5 -- Transfer and exchange of Bonds................. 5
Section 6 -- Redemption of Bonds............................ 6
Section 7 -- Redemption of Bonds pursuant to Section 4.01(a)
of the Authority Trust Indenture........................... 6
Section 8 -- Redemption of Bonds pursuant to Section 4.01(b)
of the Authority Trust Indenture........................... 7
Section 9 -- Redemption of Bonds pursuant to Section 4.01(c)
of the Authority Trust Indenture........................... 7
Section 10 -- Redemption of Bonds in an "Event of Default"
under the Authority Trust Indenture........................ 8
</TABLE>
- ---------------
*The Table of Contents, the page headings and the recording data are not
part of the Sixty-Ninth Supplemental Indenture as executed.
<PAGE> 3
ii
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Section 11 -- Notice of redemption under Sections 7 through
10 of Article II of this Supplemental Indenture............ 8
Section 12 -- Bonds deemed to be paid in full upon surrender
of Authority Bonds for cancellation under the Authority
Trust Indenture............................................ 9
Section 13 -- Payment on the Authority Bonds deemed to be
payment of corresponding obligation on Bonds............... 9
Section 14 -- Surrender of Bonds in the event of payment in
full or partial payment thereof and issuance of new Bonds
for the unpaid balance..................................... 10
Section 15 -- Form of Fully Registered Bond of this
Series..................................................... 10
Form of Trustee's Certificate of Authentica-
tion........................................ 17
Form of Schedule of Payments.................. 18
ARTICLE III -- THE TRUSTEE....................................... 19
Section 1 -- Acceptance by Trustee.......................... 19
Section 2 -- Responsibility of Trustee...................... 19
Section 3 -- Reliance by Trustee upon certain demands,
certificates and opinions.................................. 19
Section 4 -- Records kept and indemnity given by agency of
the Company................................................ 19
Section 5 -- Certain advices to the Company................. 20
ARTICLE IV -- MISCELLANEOUS PROVISIONS........................... 20
EXECUTION........................................................ 20
COMPANY'S ACKNOWLEDGMENT......................................... S-1
TRUSTEE'S ACKNOWLEDGMENT......................................... S-2
RECORDING AND FILING DATA........................................ R-1
</TABLE>
<PAGE> 4
SIXTY-NINTH SUPPLEMENTAL INDENTURE, dated May 1, 1995, made by and between
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (the "Company"), and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (successor to MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, formerly GUARANTY TRUST COMPANY OF NEW YORK), a national
banking association existing under the laws of the United States of America,
with its head office at 1 Chase Manhattan Plaza, The City of New York (the
"Trustee"), as Trustee under the Mortgage and Deed of Trust dated July 1, 1940,
hereinafter mentioned:
RECITALS
In order to secure First Mortgage Bonds of the Company ("Bonds"), the
Company has heretofore executed and delivered to the Trustee the Mortgage and
Deed of Trust dated July 1, 1940 (the "1940 Mortgage") and sixty-eight
Supplemental Indentures thereto dated, respectively, July 1, 1940, August 18,
1944, December 1, 1947, September 1, 1950, June 1, 1951, May 1, 1954, March 1,
1958, April 1, 1959, December 20, 1967, January 15, 1969, November 1, 1969, June
1, 1970, November 15, 1970, May 1, 1974, April 15, 1975, April 16, 1975, May 28,
1975, February 1, 1976, November 23, 1976, July 26, 1977, September 27, 1977,
May 1, 1978, September 1, 1979, April 1, 1980, April 15, 1980, May 28, 1980,
June 9, 1980, December 1, 1980, July 28, 1981, August 1, 1981, March 1, 1982,
July 15, 1982, September 1, 1982, November 1, 1982, November 15, 1982, May 24,
1983, May 1, 1984, May 23, 1984, June 27, 1984, September 4, 1984, November 14,
1984, November 15, 1984, April 15, 1985, May 28, 1985, August 1, 1985, September
1, 1985, November 1, 1985, April 15, 1986, May 14, 1986, May 15, 1986, February
25, 1987, October 15, 1987, February 24, 1988, September 15, 1988, May 15, 1989,
June 13, 1989, October 15, 1989, January 1, 1990, June 1, 1990, August 1, 1990,
May 1, 1991, May 1, 1992, July 31, 1992, January 1, 1993, February 1, 1993, May
20, 1993, June 1, 1993 and September 15, 1994; and
The 1940 Mortgage, as supplemented and modified by said Supplemental
Indentures and by this Sixty-Ninth Supplemental Indenture, will be hereinafter
collectively referred to as the "Indenture" and this Sixty-Ninth Supplemental
Indenture will be hereinafter referred to as "this Supplemental Indenture"; and
<PAGE> 5
2
Pursuant to the provisions of the Indenture, the Company has issued 110
series of Bonds in the aggregate principal amount of $4,958,152,000, of which 73
series in the aggregate principal amount of $2,260,372,000 are no longer
outstanding; and
The Indenture provides among other things that the Company, from time to
time, in addition to the Bonds authorized to be executed, authenticated and
delivered pursuant to other provisions therein, may execute and deliver
additional Bonds to the Trustee and the Trustee shall thereupon authenticate and
deliver such Bonds to or upon the order of the Company; and
The Company has determined to create pursuant to the provisions of the
Indenture one new series of Bonds designated as "First Mortgage Bonds, 7 5/8%
Series due 2025" (the "Bonds of this Series") with the denominations, rate of
interest, date of maturity, redemption provisions and other provisions and
agreements in respect thereof as in this Supplemental Indenture set forth; and
The Bonds of this Series are to be issued by the Company and delivered to
the Authority Trustee (hereinafter defined) to evidence and secure its
obligation to pay to the Beaver County Industrial Development Authority
(hereinafter called the "Authority") a portion of the Company's share of the
purchase price for certain air and water pollution control facilities and sewage
and solid waste disposal facilities used in connection with the operation of
Beaver Valley Power Station Unit 2, a nuclear powered generating unit located in
Shippingport, Pennsylvania (hereinafter called the "Project Facilities"), such
portion being in an amount equal to the principal amount of the Authority Bonds
(hereinafter defined) issued pursuant to the Beaver Valley Pollution Control
Facilities Agreement dated as of April 1, 1974, among the Authority, the
Company, The Toledo Edison Company, Duquesne Light Company, Ohio Edison Company
and Pennsylvania Power Company; and
That portion of the Company's share of the cost of the Project Facilities
was originally financed with proceeds from the sale by the Authority of
$53,900,000 principal amount of Beaver County Industrial Development Authority
Collateralized Pollution Control Revenue Bonds (The Cleveland Electric
Illuminating Company Beaver Valley Project) 1984 Series (hereinafter called the
"Prior Authority Bonds"). The Prior Authority Bonds are to be refunded from the
proceeds of one series of Collateralized Pollution Control Revenue Refunding
Bonds, Series 1995 (The Cleveland Electric Illuminating Company Beaver Valley
Project) (hereinafter called the "Authority Bonds") to be issued pursuant to a
Trust Indenture, dated as of May 1, 1995
<PAGE> 6
3
(hereinafter called the "Authority Trust Indenture"), between the Authority and
Society National Bank, as trustee, (hereinafter called the "Authority Trustee"),
and the Bonds of this Series are to be assigned by the Authority to the
Authority Trustee as security for the payment of the principal of and premium,
if any, and interest on the Authority Bonds and are to be delivered by the
Company on behalf of the Authority directly to, and registered in the name of,
the Authority Trustee; and
The Company, in the exercise of the powers and authority conferred upon and
reserved to it under the provisions of the Indenture, and pursuant to
appropriate resolutions of the Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in the form hereof for the purposes herein provided; and
All conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument have been done, performed and
fulfilled and the execution and delivery hereof have been in all respects duly
authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That The Cleveland Electric Illuminating Company, in consideration of the
premises and of the mutual covenants herein contained and of the sum of One
Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents and for other valuable considerations, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the Trust under the Indenture, for the benefit of
those who shall hold the Bonds and coupons, if any, issued and to be issued
thereunder and under this Supplemental Indenture as hereinafter provided, as
follows:
ARTICLE I
CONFIRMATION OF 1940 MORTGAGE AND
SUPPLEMENTAL INDENTURES
The 1940 Mortgage (as modified in Article V of the Supplemental Indenture
dated December 1, 1947, Article V of the Supplemental Indenture dated May 1,
1954, Article V of the Supplemental Indenture dated March 1, 1958, Article V of
the Supplemental Indenture dated January 15, 1969, Article III of the
Supplemental Indenture dated November 23, 1976 and Article III of the
Supplemental Indenture dated April 15, 1985) and the Supplemental
<PAGE> 7
4
Indentures dated July 1, 1940, August 18, 1944, December 1, 1947, September 1,
1950, June 1, 1951, May 1, 1954, March 1, 1958, April 1, 1959, December 20,
1967, January 15, 1969, November 1, 1969, June 1, 1970, November 15, 1970, May
1, 1974, April 15, 1975, April 16, 1975, May 28, 1975, February 1, 1976,
November 23, 1976, July 26, 1977, September 27, 1977, May 1, 1978, September 1,
1979, April 1, 1980, April 15, 1980, May 28, 1980, June 9, 1980, December 1,
1980, July 28, 1981, August 1, 1981, March 1, 1982, July 15, 1982, September 1,
1982, November 1, 1982, November 15, 1982, May 24, 1983, May 1, 1984, May 23,
1984, June 27, 1984, September 4, 1984, November 14, 1984, November 15, 1984,
April 15, 1985, May 28, 1985, August 1, 1985, September 1, 1985, November 1,
1985, April 15, 1986, May 14, 1986, May 15, 1986, February 25, 1987, October 15,
1987, February 24, 1988, September 15, 1988, May 15, 1989, June 13, 1989,
October 15, 1989, January 1, 1990, June 1, 1990, August 1, 1990, May 1, 1991,
May 1, 1992, July 31, 1992, January 1, 1993, February 1, 1993, May 20, 1993,
June 1, 1993 and September 15, 1994, respectively, are hereby in all respects
confirmed.
ARTICLE II
CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF THIS SERIES
SECTION 1. The Company hereby creates a new series of Bonds to be issued
under and secured by the Indenture and to be designated as "First Mortgage
Bonds, 7 5/8% Series due 2025" of the Company. The Bonds of this Series shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, all of the terms, conditions and covenants
of the Indenture.
SECTION 2. The Bonds of this Series shall be dated the date of their
authentication, shall mature May 1, 2025, and shall bear interest from the time
hereinafter provided at the rate of 7 5/8% per annum payable semiannually on the
same dates as interest is payable on the Authority Bonds (each such date herein
called an "interest payment date") until the maturity of the Bonds of this
Series, or, in the case of any Bonds of this Series duly called for redemption,
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.
<PAGE> 8
5
Except as hereinafter provided, each Bond of this Series shall bear
interest (a) from the interest payment date next preceding the date of such Bond
to which interest has been paid, or (b) if the date of such Bond is an interest
payment date to which interest has been paid, then from such date, or (c) if no
interest has been paid thereon, then from May 1, 1995. Notwithstanding the
foregoing, if the date of such Bond is after a Record Date (as hereinafter
defined) and before the next following interest payment date, then it shall bear
interest from such interest payment date; provided, however, that (i) if the
Company shall default in the payment of the interest due on such interest
payment date, then such Bond shall bear interest from the interest payment date
next preceding the date of such Bond to which interest has been paid, or (ii) if
no interest has been paid thereon, then it shall bear interest from May 1, 1995.
The interest payable on any interest payment date shall be paid to the
respective persons in whose names the Bonds of this Series shall be registered
at the close of business on the Record Date next preceding such interest payment
date, notwithstanding the cancellation of any such Bond upon any transfer or
exchange thereof subsequent to such Record Date and prior to such interest
payment date; provided, however, that, if and to the extent the Company shall
default in the payment of the interest due on such interest payment date, such
defaulted interest shall be paid to the respective persons in whose names such
outstanding Bonds of this Series are registered at the close of business on a
date (the "Subsequent Record Date") not less than ten days nor more than 15 days
next preceding the date of payment of such defaulted interest, such Subsequent
Record Date to be established by the Company by notice given by mail by or on
behalf of the Company to the registered owners of Bonds of this Series not less
than 10 days next preceding such Subsequent Record Date.
The term "Record Date" shall mean, with respect to any regular interest
payment date of any Bond of this Series, the date which would be the "Regular
Record Date", as defined in the Authority Trust Indenture, applicable to such
regular interest payment date, if it were an "Interest Payment Date", as defined
in the Authority Trust Indenture.
The Bonds of this Series shall be payable as to principal (and premium, if
any) and interest in any coin or currency of the United States of America which
at the time of payment is legal tender for the payment of public and private
debts and shall be payable (as well the interest as the principal thereof and
the premium thereon, if any) at the agency of the Company in the City of
<PAGE> 9
6
Cleveland, State of Ohio, or, at the option of the Company, at the agency of the
Company in The City of New York. Unless the context indicates a different
meaning, any reference in this Article II to "agency of the Company" means
either the agency of the Company in the City of Cleveland, State of Ohio or the
agency of the Company in The City of New York.
SECTION 3. The principal amount of Bonds of this Series which may be
authenticated and delivered hereunder shall not exceed $53,900,000, except as
otherwise provided in the Indenture.
SECTION 4. The Bonds of this Series shall be issued as fully registered
Bonds only, without coupons, in the denominations of $100,000 and any integral
multiple thereof.
SECTION 5. In the manner and subject to the limitations provided in the
Indenture, Bonds of this Series may be transferred or may be exchanged for a
like aggregate principal amount of Bonds of this Series of other authorized
denominations, in either case without charge, except for any tax or taxes or
other governmental charges incident to such transfer or exchange, at the agency
of the Company in The City of New York.
In the event less than all of the Bonds of this Series at the time
outstanding are called for redemption, the Company shall not be required (a) to
register any transfer or make any exchange of any such Bond for a period of 15
days before the mailing of the notice of redemption of any such Bond, (b) to
register any transfer or make any exchange of any such Bond so called for
redemption in its entirety, or (c) to register any transfer or make any exchange
of any portion of any such Bond so called for redemption.
Except as otherwise provided in Section 2 of this Article II with respect
to the payment of interest, the Company, the agencies of the Company and the
Trustee may deem and treat the person in whose name a Bond of this Series is
registered as the absolute owner thereof for the purpose of receiving any
payment and for all other purposes.
SECTION 6. The Bonds of this Series shall be redeemable only to the extent
provided in this Article II, subject to the provisions contained in Article V of
the Indenture and the form of Bond of this Series.
SECTION 7. The Bonds of this Series shall be subject to redemption by the
Company prior to maturity in whole at any time or in part from time to time at a
redemption price of 100% of the principal amount to be redeemed, but in each
instance only upon receipt by the Trustee of an officers' certificate
<PAGE> 10
7
to the effect (a) that the Authority, at the direction of the Company, or the
Company, on behalf of the Authority, has given notice to the Authority Trustee
that the Company is exercising its option to direct the redemption of all or a
part (specifying the principal amount) of the Authority Bonds as provided in
Section 4.01(a) of the Authority Trust Indenture and (b) that an equivalent
principal amount of Bonds of this Series shall be concurrently called for
redemption. Such officers' certificate shall specify the principal amount of the
Bonds of this Series to be redeemed and the accrued and unpaid interest to the
redemption date, shall have attached to it a copy of said notice to the
Authority Trustee and said direction of the Company and shall specify the
redemption date of such Bonds of this Series (which redemption date shall be not
less than forty-five (45) days from the date of the Trustee's receipt of such
certificate and shall be the same date as the redemption date of the Authority
Bonds being concurrently redeemed which is specified in said attached notice).
The redemption of the Bonds of this Series shall be made upon the notice and in
the manner provided in this Article II, subject to the provisions of the
Indenture.
SECTION 8. The Bonds of this Series shall be redeemed by the Company prior
to maturity in whole at any time or in part from time to time upon a final
determination by any federal judicial or administrative authority that interest
on the Authority Bonds is includable for federal income tax purposes in the
gross income of the holders of the Authority Bonds (other than because a holder
is a "substantial user" of the Project Facilities or a "related person" thereof
as those terms are used in Section 147(a) of the Internal Revenue Code of 1986,
as amended) at a redemption price of 100% of the principal amount to be redeemed
plus accrued and unpaid interest to the redemption date, but in each instance
only upon receipt by the Trustee of an officers' certificate to the effect (a)
that the Authority, at the direction of the Company, or the Company, on behalf
of the Authority, has given notice to the Authority Trustee that it is required
to redeem all or a part (specifying the principal amount) of the Authority Bonds
as provided in Section 4.01(b) of the Authority Trust Indenture and (b) that an
equivalent principal amount of Bonds of this Series shall be concurrently called
for redemption. Such officers' certificate shall specify the principal amount of
the Bonds of this Series to be redeemed and the redemption price thereof and
accrued and unpaid interest to the redemption date, shall have attached to it a
copy of said notice to the Authority Trustee and said direction of the Company
and shall specify the redemption date of such Bonds of this Series (which
redemption date shall be not less than forty-five (45) days from the date of the
Trustee's receipt of such
<PAGE> 11
8
certificate and shall be the same date as the redemption date of the Authority
Bonds being concurrently redeemed which is specified in said attached notice).
The redemption of the Bonds of this Series shall be made upon the notice and in
the manner provided in this Article II, subject to the provisions of the
Indenture.
SECTION 9. The Bonds of this Series shall be subject to redemption by the
Company prior to maturity in whole at any time or in part from time to time, but
in no instance before May 1, 2005, at the same redemption price plus accrued and
unpaid interest, if any, as shall be payable on the Authority Bonds to be
redeemed concurrently therewith, to the redemption date as follows:
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE OF THE
REDEMPTION PERIODS PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
- --------------------------------------------- --------------------
<S> <C>
May 1, 2005 through April 30, 2006........... 102%
May 1, 2006 through April 30, 2007........... 101
May 1, 2007 and thereafter................... 100
</TABLE>
but in each instance only upon receipt by the Trustee of an officers'
certificate to the effect (a) that the Authority, at the direction of the
Company, or the Company, on behalf of the Authority, has given notice to the
Authority Trustee that the Company is exercising its option to direct the
redemption of all or part (specifying the principal amount) of the Authority
Bonds as provided in Section 4.01(c) of the Authority Trust Indenture and (b)
that an equivalent principal amount of Bonds of this Series shall be
concurrently called for redemption. Such officers' certificate shall specify the
principal amount of the Bonds of this Series to be redeemed and the redemption
price thereof and accrued and unpaid interest to the redemption date, shall have
attached to it a copy of said notice to the Authority Trustee and said direction
of the Company and shall specify the redemption date of such Bonds of this
Series (which redemption date shall be not less than forty-five (45) days from
the date of the Trustee's receipt of such certificate and shall be the same date
as the redemption date of the Authority Bonds being concurrently redeemed which
is specified in said attached notice). The redemption of the Bonds of this
Series shall be made upon the notice and in the manner provided in this Article
II, subject to the provisions of the Indenture.
SECTION 10. The Bonds of this Series shall be redeemed by the Company in
whole at any time prior to maturity at a redemption price of 100% of the
<PAGE> 12
9
principal amount to be redeemed, plus accrued and unpaid interest to the
redemption date, but only if the Trustee shall receive a written demand from the
Authority Trustee for redemption of all Bonds of this Series held by the
Authority Trustee stating that an "Event of Default" under the Authority Trust
Indenture has occurred and is continuing and that payment of the principal of
the Authority Bonds has been accelerated; provided, however, that the Bonds of
this Series shall not be redeemed in the event that prior to the date of mailing
of notice of such redemption as provided in Section 11 of this Article II (a)
the Trustee shall have received a certificate of the Authority Trustee (i)
stating that there has been a waiver of such acceleration or (ii) withdrawing
said written demand or (b) if an event of default under Section 1 of Article IX
of the Indenture shall have occurred and be continuing, there has been a
declaration of acceleration of the principal of the Bonds of this Series. The
redemption of the Bonds of this Series shall be made on a date selected by the
Company not more than forty-five (45) days after receipt of the written demand
and shall be made upon the notice and in the manner provided in this Article II,
subject to the provisions of the Indenture.
SECTION 11. Subject to the provisions of the Indenture, written notice of
redemption of Bonds of this Series pursuant to any of Sections 7 through 10,
inclusive, of this Article II shall be given by the Trustee by mailing to the
registered owner or owners of such Bonds to be redeemed a notice of such
redemption, first class postage prepaid, at its last address as it shall appear
upon the books of the Company for the registration and transfer of such Bonds.
Any notice of redemption pursuant to said Section 7, 8 or 9 shall be mailed at
least 30 days and not more than 60 days before the redemption date and any
notice of redemption pursuant to said Section 10 shall be mailed not more than
45 days before the redemption date; provided, however, that the registered owner
or owners of all Bonds of this Series may consent in writing to a shorter notice
period, and such consent, if filed with the Trustee, shall be binding upon the
Company and such registered owner or owners and their transferees. In the event
of a partial redemption, the Trustee shall select the Bonds of this Series to be
redeemed in such manner as the Trustee shall deem appropriate and fair.
SECTION 12. In the event any Authority Bonds shall be purchased by the
Company and surrendered by the Company to the Authority Trustee for cancellation
or shall be otherwise surrendered to the Authority Trustee or other person for
cancellation pursuant to the Authority Trust Indenture (except upon exchange for
other Authority Bonds), Bonds of this Series equal in principal amount to the
Authority Bonds so surrendered shall be deemed to have been
<PAGE> 13
10
paid, but only when and to the extent that (a) such payment of such principal
amount of such Bonds of this Series shall be noted by an agency of the Company
on the Schedule of Payments on such Bonds of this Series and (if such agency is
not the Trustee) written notice by such agency of such notation shall have been
received by the Trustee or (b) such principal amount of such Bonds of this
Series shall have been surrendered to and cancelled by the Trustee as provided
in Section 14 of this Article II.
SECTION 13. In the event and to the extent the principal of (or premium, if
any) or interest on any Authority Bonds shall be paid out of funds held by the
Authority Trustee or out of any other funds or shall otherwise be deemed to be
paid, an equal amount of principal (or premium, if any) or interest, as the case
may be, payable with respect to an aggregate principal amount of Bonds of this
Series equal to the aggregate principal amount of such Authority Bonds shall be
deemed to have been paid, but, in the case of such payment of principal of such
Bonds of this Series, only when and to the extent that (a) such payment of the
principal amount thereof shall be noted by an agency of the Company on the
Schedule of Payments on such Bonds of this Series and (if such agency is not the
Trustee) written notice by such agency of such notation shall have been received
by the Trustee or (b) such principal amount of Bonds of this Series shall have
been surrendered to and cancelled by the Trustee as provided in Section 14 of
this Article II. If the Authority Bonds are issued in an aggregate principal
amount of less than $53,900,000, an aggregate principal amount of the Bonds of
this Series equal to the difference between $53,900,000 and the aggregate
principal amount of the Authority Bonds issued (and all related premium and
interest, if any) shall be deemed to have been paid.
SECTION 14. When payment of any principal amount of a Bond of this Series
is made as provided in Section 12 or 13 of this Article II, the registered owner
thereof shall surrender such Bond to an agency of the Company for notation and
notification or to the Trustee for cancellation as provided in such Section. All
Bonds of this Series deemed to have been paid in full as provided in Section 12
or 13 of this Article II shall be surrendered to the Trustee for cancellation
and the Trustee shall forthwith cancel the same. In the event that part of a
Bond of this Series shall be deemed to have been paid as provided in said
Section 12 or 13, the registered owner shall surrender such Bond to the Trustee
for cancellation, in which event the Trustee shall cancel such Bond and the
Company shall execute and the Trustee shall authenticate and deliver, without
charge to the registered owner, Bonds of this Series in such authorized
<PAGE> 14
11
denominations as shall be specified by the registered owner in an aggregate
principal amount equal to the unpaid balance of the principal amount of such
surrendered Bond.
SECTION 15. The form of the fully registered Bonds of this Series and of
the Trustee's certificate of authentication thereon shall be substantially as
follows:
[FORM OF FULLY REGISTERED BOND OF THIS SERIES]
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Incorporated under the laws of the State of Ohio
FIRST MORTGAGE BOND, 7 5/8% SERIES DUE 2025
Due May 1, 2025
No. $
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called the "Company",
which term shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns,
the sum of Dollars or the
aggregate unpaid principal amount hereof (as shown on the Schedule of Payments
hereon), whichever is less, on May 1, 2025, in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts, and to pay interest on the unpaid principal
amount hereof in like coin or currency from the time hereinafter provided at
such rate per annum on each interest payment date (hereinafter defined) as shall
cause the amount of interest payable on such interest payment date on the Bonds
of this Series (hereinafter defined) to equal the amount of interest payable on
such interest payment date on the Authority Bonds (hereinafter defined) and
payable semiannually on the same dates as interest is payable on said Authority
Bonds (each such date herein called an "interest payment date") until the
maturity of this Bond, or, if this Bond shall be duly called for redemption,
until the redemption date, or, if the Company shall default in the payment of
the principal amount of this Bond, until the Company's obligation with respect
to the payment of such principal shall be discharged as provided in said
Indenture. Except as hereinafter provided, this Bond shall bear interest (a)
from the interest payment date next preceding the date of this Bond to which
interest has been paid, or (b) if the date of this
<PAGE> 15
12
Bond is an interest payment date to which interest has been paid, then from such
date, or (c) if no interest has been paid on this Bond, then from May 1, 1995.
Notwithstanding the foregoing, if the date of this Bond is after the Record Date
(as defined in Section 2 of Article II of the Supplemental Indenture hereinafter
defined) which next precedes an interest payment date and before such interest
payment date, then it shall bear interest from such interest payment date;
provided, however, that (i) if the Company shall default in the payment of the
interest due on such interest payment date, then this Bond shall bear interest
from the interest payment date next preceding the date of this Bond to which
interest has been paid, or (ii) if no interest has been paid on this Bond, then
it shall bear interest from May 1, 1995. Subject to certain exceptions provided
in said Indenture, the interest payable on any interest payment date shall be
paid to the person in whose name this Bond shall be registered at the close of
business on the Record Date or, in the case of defaulted interest, on a day
preceding the date of payment thereof established by notice to the registered
owner of this Bond in the manner provided in said Supplemental Indenture.
Principal of (and premium, if any) and interest on this Bond are payable at the
agency of the Company in The City of New York, or, at the option of the
registered owner, at the agency of the Company in the City of Cleveland, State
of Ohio.
This Bond is one of the duly authorized First Mortgage Bonds of the Company
(herein called the "Bonds"), all issued and to be issued under and equally
secured by a Mortgage and Deed of Trust dated July 1, 1940, executed by the
Company to Guaranty Trust Company of New York as Trustee, under which The Chase
Manhattan Bank (National Association) is successor trustee (herein called the
"Trustee"), and all indentures supplemental thereto (said Mortgage as so
supplemented herein called the "Indenture") to which reference is hereby made
for a description of the properties mortgaged and pledged, the nature and extent
of the security, the rights of the registered owner or owners of the Bonds and
of the Trustee in respect thereof and the terms and conditions upon which the
Bonds are, and are to be, secured. The Bonds may be issued in series, for
various principal sums, may mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided. This Bond
is one of a series designated as the First Mortgage Bonds, 7 5/8% Series due
2025 (herein called the "Bonds of this Series") limited, except as otherwise
provided in the Indenture, in aggregate principal amount to $53,900,000, issued
under and secured by the Indenture and described in the Supplemental Indenture
dated May 1, 1995, between the Company and the Trustee (herein called the
"Supplemental Indenture").
<PAGE> 16
13
The Bonds of this Series have been issued by the Company and delivered to
the Authority Trustee (hereinafter defined) to evidence and secure its
obligation to pay to the Beaver County Industrial Development Authority
(hereinafter called the "Authority") a portion of the Company's share of the
purchase price for certain air and water pollution control facilities and sewage
and solid waste disposal facilities used in connection with the operation of
Beaver Valley Power Station Unit 2, a nuclear powered generating unit located in
Shippingport, Pennsylvania (hereinafter called the "Project Facilities"), such
portion being in an amount equal to the principal of the Authority Bonds
(hereinafter defined) issued pursuant to the Beaver Valley Pollution Control
Facilities Agreement dated as of April 1, 1974, among the Authority, the
Company, The Toledo Edison Company, Duquesne Light Company, Ohio Edison Company
and Pennsylvania Power Company. That portion of the Company's share of the cost
of the Project Facilities was originally financed with proceeds from the sale by
the Authority of certain bonds, which were refunded from the proceeds of one
series of Collateralized Pollution Control Revenue Refunding Bonds, Series 1995
(The Cleveland Electric Illuminating Company Beaver Valley Project) (hereinafter
called the "Authority Bonds") issued pursuant to a Trust Indenture, dated as of
May 1, 1995 (hereinafter called the "Authority Trust Indenture"), between the
Authority and Society National Bank, as trustee, (hereinafter called the
"Authority Trustee"). The Bonds of this Series have been assigned by the
Authority to the Authority Trustee as security for the payment of the principal
of and premium, if any, and interest on the Authority Bonds and have been
delivered by the Company on behalf of the Authority directly to, and registered
in the name of, the Authority Trustee.
In the event any Authority Bonds shall be surrendered to the Authority
Trustee or other person for cancellation pursuant to the Authority Trust
Indenture (except upon exchange for other Authority Bonds), Bonds of this Series
equal in principal amount to such Authority Bonds shall be deemed to have been
paid, but only when and to the extent (a) so noted on the Schedule of Payments
hereon by one of the agencies of the Company hereinabove specified and (if such
agency is not the Trustee) written notice by such agency of such notation has
been received by the Trustee or (b) such Bond is surrendered to and cancelled by
the Trustee as provided in the next paragraph; and in the event and to the
extent the principal of (or premium, if any) or interest on any Authority Bonds
shall be paid or deemed to be paid, an equal amount of principal (or premium, if
any) or interest, as the case may be, payable with respect to an aggregate
principal amount of Bonds of this Series
<PAGE> 17
14
equal to the aggregate principal amount of such Authority Bonds shall be deemed
to have been paid, but, in the case of such payment of principal, only when and
to the extent (i) so noted on the Schedule of Payments hereon by one of the
agencies of the Company hereinabove specified and (if such agency is not the
Trustee) written notice by such agency of such notation has been received by the
Trustee or (ii) such Bond is surrendered to and cancelled by the Trustee as
provided in the next paragraph. When any such payment of principal of this Bond
is made, such Bond shall be surrendered by the registered owner hereof to an
agency of the Company for such notation or to the Trustee for cancellation. If
the Authority Bonds are issued in an aggregate principal amount of less than
$53,900,000, an aggregate principal amount of the Bonds of this Series equal to
the difference between $53,900,000 and the aggregate principal amount of the
Authority Bonds issued (and all related premium and interest, if any) shall be
deemed to have been paid.
In the event that this Bond shall be deemed to have been paid in full, this
Bond shall be surrendered to the Trustee for cancellation. In the event that
this Bond shall be deemed to have been paid in part, this Bond may, at the
option of the registered holder, be surrendered to the Trustee for cancellation,
in which event the Trustee shall cancel this Bond and the Company shall execute
and the Trustee shall authenticate and deliver Bonds of this Series in
authorized denominations in aggregate principal amount equal to the unpaid
balance of the principal amount of this Bond.
The Bonds of this Series are subject to redemption by the Company prior to
maturity in whole at any time or in part from time to time as provided in
Section 7 of Article II of the Supplemental Indenture at a redemption price of
100% of the principal amount to be redeemed, plus accrued and unpaid interest to
the redemption date.
The Bonds of this Series shall be redeemed by the Company prior to maturity
in whole at any time or in part from time to time as provided in Section 8 of
Article II of the Supplemental Indenture at a redemption price of 100% of the
principal amount to be redeemed, plus accrued and unpaid interest to the
redemption date, at the earliest practicable date selected by the Authority
Trustee after consultation with the Company, but in no event later than 180 days
following the Authority Trustee's notification of the Determination of
Taxability (as defined in the Authority Trust Indenture).
The Bonds of this Series are subject to redemption by the Company prior to
maturity in whole at any time or in part from time to time, but in no instance
<PAGE> 18
15
before May 1, 2005, as provided in Section 9 of Article II of the Supplemental
Indenture at a redemption price, plus accrued and unpaid interest, if any, to
the redemption date as follows:
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE OF THE
REDEMPTION PERIODS PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
- --------------------------------------------- --------------------
<S> <C>
May 1, 2005 through April 30, 2006........... 102%
May 1, 2006 through April 30, 2007........... 101
May 1, 2007 and thereafter................... 100
</TABLE>
The Bonds of this Series shall be redeemed by the Company prior to maturity
in whole at any time as provided in Section 10 of Article II of the Supplemental
Indenture at a redemption price of 100% of the principal amount to be redeemed,
plus accrued and unpaid interest to the redemption date.
Any redemption of the Bonds of this Series shall be made after written
notice to the registered owner or owners of such Bonds, sent by the Trustee by
first class mail, postage prepaid, at least 30 days and not more than 60 days
before the redemption date (except in the event of redemption described in the
next preceding paragraph in which case such notice shall be mailed not more than
45 days before the redemption date), unless a shorter notice period is consented
to in writing by the registered owner or owners of all Bonds of this Series and
such consent is filed with the Trustee, and such redemption and notice shall be
made in the manner provided in Article II of the Supplemental Indenture, subject
to the provisions of the Indenture. In the event of a partial redemption, the
Trustee shall select the Bonds of this Series to be redeemed in such manner as
the Trustee shall deem appropriate and fair.
In the Forty-Third Supplemental Indenture dated April 15, 1985 between the
Company and the Trustee, the Company has modified, in certain respects, the
redemption provisions in the Indenture effective only with respect to the Bonds
of all series established or created in said Forty-Third Supplemental Indenture
and all supplemental indentures dated after May 28, 1985.
To the extent permitted by and as provided in the Indenture, modifications
or alterations of the Indenture, or of any indenture supplemental thereto, and
of the rights and obligations of the Company and of the holders of the Bonds and
coupons may be made with the consent of the Company by an affirmative vote of
not less than 80% in principal amount of the Bonds entitled to vote then
outstanding at a meeting of Bondholders called and held as
<PAGE> 19
16
provided in the Indenture and, in case one or more but less than all of the
series of Bonds then outstanding under the Indenture are so affected, by an
affirmative vote of not less than 80% in principal amount of the Bonds of any
series entitled to vote then outstanding and affected by such modification or
alteration; provided, however, that no such modification or alteration shall be
made which will affect the terms of payment of the principal of (or premium, if
any) or interest on this Bond. In the Nineteenth Supplemental Indenture dated
November 23, 1976 between the Company and the Trustee, the Company has modified
the Indenture effective from and after the time when none of the Bonds of any
series established prior to the execution of the Nineteenth Supplemental
Indenture shall remain outstanding so as to change "80%" in the foregoing
sentence to "60%" and to make certain other modifications of the Indenture and
has reserved the right to make certain other modifications of the Indenture
without any vote, consent or other action by the holders of Bonds of any series
established in the Nineteenth Supplemental Indenture or in any subsequent
supplemental indenture.
If an event of default, as defined in the Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Indenture may
be declared or may become due and payable upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that such
declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding.
Subject to the limitations provided in the Indenture, this Bond is
transferable by the registered owner hereof, in person or by duly authorized
attorney, on the books of the Company to be kept for that purpose at the agency
of the Company in The City of New York upon surrender and cancellation of this
Bond, and upon presentation of a duly executed written instrument of transfer,
and thereupon a new fully registered Bond or Bonds of this Series, of the same
aggregate principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange herefor; and this Bond, with or without
other Bonds of this Series, may in like manner be exchanged for one or more new
fully registered Bonds of this Series of other authorized denominations but of
the same aggregate principal amount; all without charge except for any tax or
taxes or other governmental charges incidental to such transfer or exchange and
all subject to the terms and conditions set forth in the Indenture. In the event
less than all of the Bonds of this Series at the time outstanding are called for
redemption, the Company shall not be required (a) to register any transfer or
make any exchange of any such Bond for a period of 15 days before
<PAGE> 20
17
the mailing of the notice of redemption of any such Bond, (b) to register any
transfer or make any exchange of any such Bond so called for redemption in its
entirety, or (c) to register any transfer or make any exchange of any portion of
any such Bond so called for redemption. Except as otherwise provided herein with
respect to the payment of interest, the Company, the agencies of the Company and
the Trustee may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof for the purpose of receiving any payment and for
all other purposes.
No recourse shall be had for the payment of the principal of or the
interest or premium, if any, on this Bond, or for any claim based hereon or on
the Indenture or any indenture supplemental thereto, against any incorporator,
or against any stockholder, director or officer, past, present or future, of the
Company, or of any predecessor or successor corporation, as such, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution or statute or
otherwise, of incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Bond and as part of the
consideration for the issue hereof and being likewise released by the terms of
the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose,
until the Trustee under the Indenture, or a successor trustee thereto under the
Indenture, shall have signed the form of certificate of authentication endorsed
hereon.
<PAGE> 21
18
IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has caused
this Bond to be signed in its name by its President or a Vice President (whose
signature may be manual or a facsimile thereof) and its corporate seal (or a
facsimile thereof) to be hereto affixed and attested by its Secretary or an
Assistant Secretary (whose signature may be manual or a facsimile thereof).
Dated:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By ......................................................
VICE PRESIDENT
Attest:
................................
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated and described in the
within-mentioned Indenture and Supplemental Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
TRUSTEE
By .............................................
AUTHORIZED OFFICER
<PAGE> 22
19
[FORM OF SCHEDULE OF PAYMENTS]
SCHEDULE OF PAYMENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
AGENCY
OF THE
UNPAID COMPANY
PRINCIPAL PRINCIPAL PREMIUM INTEREST MAKING AUTHORIZED
DATE PAYMENT AMOUNT PAYMENT PAYMENT NOTATION OFFICER TITLE
- --------- ------- ------- ------- ------- ------- ------- -------
</TABLE>
[END OF FORM OF FULLY REGISTERED BOND]
<PAGE> 23
20
ARTICLE III
THE TRUSTEE
SECTION 1. The Trustee hereby accepts the trusts hereby declared and
provided upon the terms and conditions in the Indenture set forth and upon the
terms and conditions set forth in this Article III.
SECTION 2. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article XIII of the
Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate.
SECTION 3. For purposes of this Supplemental Indenture, (a) the Trustee may
conclusively rely and shall be protected in acting upon the written demand from,
or certificate of, the Authority Trustee or any officers' certificate or opinion
of counsel as to the truth of the statements and the correctness of the opinions
expressed therein, without independent investigation or verification thereof,
subject to Article XIII of the Indenture and (b) a written demand from, or
certificate of, the Authority Trustee shall mean a written demand or certificate
executed by the president, any vice president or any trust officer of the
Authority Trustee.
SECTION 4. The Company shall cause any agency of the Company, other than
the Trustee, which it may appoint from time to time to act as such agency in
respect of the Bonds of this Series, to execute and deliver to the Trustee an
instrument in which such agency shall:
(a) Agree to keep and maintain, and furnish to the Trustee from time
to time as reasonably requested by the Trustee, appropriate records of all
transactions carried out by it as such agency and to furnish the Trustee
such other information and reports as the Trustee may reasonably require;
(b) Certify that it is eligible for appointment as such agency and
agree to notify the Trustee promptly if it shall cease to be so eligible;
and
(c) Agree to indemnify the Trustee, in a manner satisfactory to the
Trustee, against any loss, liability or expense incurred by, and defend any
<PAGE> 24
21
claim asserted against, the Trustee by reason of any acts or failures to
act as such agency, except for any liability resulting from any action
taken by it at the specific direction of the Trustee;
provided, however, that the Company, in lieu of causing any such agency to
furnish such an instrument, may make such other arrangements with the Trustee in
respect of any such agency as shall be satisfactory to the Trustee.
SECTION 5. The Trustee shall advise the Company in writing of the receipt
of any notification provided for in or any cancellation made pursuant to Section
12, 13 or 14 of Article II of this Supplemental Indenture.
ARTICLE IV
MISCELLANEOUS PROVISIONS
This Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same instrument.
EXECUTION
IN WITNESS WHEREOF, said The Cleveland Electric Illuminating Company has
caused this Supplemental Indenture to be executed on its behalf by its President
or one of its Vice Presidents and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture to be attested by its Secretary or an
Assistant Secretary, and said The Chase Manhattan Bank (National Association),
in evidence of its acceptance of the trust hereby created, has caused this
Supplemental Indenture to be executed on its behalf by one of its Vice
Presidents or one of its Trust Officers and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by one of
its Assistant Secretaries or Corporate Trust Officers, all as of the day and
year first above written.
<PAGE> 25
S-1
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY,
By TERRENCE G. LINNERT
Vice President
Attest:
J. T. PERCIO
Secretary
Signed, sealed and acknowledged by
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
in the presence of
PATRICIA BARKEY
- -----------------------------------
Patricia A. Barkey
SONDRA CLARKE
- -----------------------------------
Sondra Clarke
As witnesses
[SEAL] THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
AS TRUSTEE
By VALERIE DUNBAR
Second Vice President
Attest:
BROOKS VON ARX, JR.
Corporate Trust Officer
Signed, sealed and acknowledged on
behalf of The Chase Manhattan Bank
(National Association)
in the presence of
R. J. HALLERAN
- -----------------------------------
Ronald J. Halleran
L. M. FITZPATRICK
- -----------------------------------
L. M. Fitzpatrick
As witnesses
[SEAL]
<PAGE> 26
S-2
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this 5th day of May, 1995, before me personally appeared TERRENCE G.
LINNERT and J. T. PERCIO to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and the Secretary, respectively,
of The Cleveland Electric Illuminating Company, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said corporation.
AMY B. MCCABE [SEAL]
Notary Public
Amy B. McCabe
Notary Public, State of Ohio
Recorded in Cuyahoga County
My Commission expires October 23, 1999
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
On this 8th day of May, 1995, before me personally appeared VALERIE DUNBAR
and BROOKS VON ARX, JR. to me personally known, who being by me severally duly
sworn, did say that they are a Second Vice President and a Corporate Trust
Officer, respectively, of The Chase Manhattan Bank (National Association), that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said officers severally
acknowledged said instrument to be the free act and deed of said corporation.
MARGARET M. PRICE [SEAL]
Notary Public
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Commission Expires April 22, 1997
This instrument prepared by Bruce T. Rosenbaum, attorney at law.
<PAGE> 27
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
<TABLE>
<CAPTION>
COUNTY VOLUME PAGE FILED FOR RECORD
- ------------------------------- --------------- -------------------------
<S> <C> <C> <C>
Ohio
Ashtabula 81 3025 May 12, 1995
Cuyahoga 95-03573 41 May 12, 1995
Erie 221 206 May 11, 1995
Geauga 1014 1214 May 12, 1995
Lake 1115 717 May 12, 1995
Lorain 1081 20 May 12, 1995
Ottawa 454 38 May 11, 1995
Portage 24 529 May 12, 1995
Stark Instrument No. 95020112 May 12, 1995
Summit 1923 955 May 12, 1995
Trumbull 931 510 May 12, 1995
Pennsylvania
Warren 1367 612 May 12, 1995
Beaver 605 61 May 12, 1995
</TABLE>
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on May 12, 1995 under original or amendment file
number 13451763, microfilm number 24280159, to comply with the filing
requirements of the Pennsylvania enactment of the Uniform Commercial Code.
<PAGE> 1
Exhibit 4(b)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(successor to Morgan Guaranty Trust Company
of New York,
formerly Guaranty Trust Company of New York)
As Trustee under
The Cleveland Electric Illuminating Company's
Mortgage and Deed of Trust,
Dated July 1, 1940
------------------------
SEVENTIETH SUPPLEMENTAL INDENTURE
DATED MAY 2, 1995
FIRST MORTGAGE BONDS, 9 1/2% SERIES DUE 2005-B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
i
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
SEVENTIETH SUPPLEMENTAL INDENTURE
DATED MAY 2, 1995
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PARTIES.......................................................... 1
RECITALS:
Indenture and Supplemental Indentures.......................... 1
First Mortgage Bonds outstanding............................... 1
Authorization by Indenture of issue of additional Bonds........ 2
Bonds of this Series........................................... 2
Authorization of Seventieth Supplemental Indenture............. 2
Compliance with conditions to making of Seventieth
Supplemental Indenture...................................... 2
ARTICLE I -- CONFIRMATION OF 1940 MORTGAGE AND SUPPLEMENTAL
INDENTURES..................................................... 2
ARTICLE II -- CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF THIS SERIES............................... 3
Section 1 -- Creation and designation of Bonds and
compliance with Indenture.................................. 3
Section 2 -- Registered Bonds and denominations............. 3
Section 3 -- Date of Bonds, maturity date, interest rate,
accrual date, payment dates, place of payments, Subsequent
Record Date and Record Date................................ 3
Section 4 -- Transfer and exchange of Bonds................. 4
Section 5 -- Redemption of Bonds............................ 5
Section 6 -- Notice of redemption........................... 5
Section 7 -- Surrender of Bonds purchased or otherwise
acquired................................................... 5
Section 8 -- Principal amount of Bonds which may be
authenticated and delivered................................ 5
Section 9 -- Form of Fully Registered Bonds................. 5
Form of Trustee's Certificate of Authentica-
tion........................................ 5
</TABLE>
- ---------------
*The Table of Contents, the page headings and the recording data are not
part of the Seventieth Supplemental Indenture as executed.
<PAGE> 3
ii
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
ARTICLE III -- THE TRUSTEE....................................... 11
Section 1 -- Acceptance by Trustee.......................... 11
Section 2 -- Responsibility of Trustee...................... 11
ARTICLE IV -- MISCELLANEOUS PROVISIONS........................... 11
EXECUTION........................................................ 11
COMPANY'S ACKNOWLEDGMENT......................................... S-1
TRUSTEE'S ACKNOWLEDGMENT......................................... S-2
RECORDING AND FILING DATA........................................ R-1
</TABLE>
<PAGE> 4
SEVENTIETH SUPPLEMENTAL INDENTURE, dated May 2, 1995, made by and between
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (the "Company"), and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (successor to MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, formerly GUARANTY TRUST COMPANY OF NEW YORK), a national
banking association existing under the laws of the United States of America,
with its head office at 1 Chase Manhattan Plaza, The City of New York (the
"Trustee"), as Trustee under the Mortgage and Deed of Trust dated July 1, 1940,
hereinafter mentioned:
RECITALS
In order to secure First Mortgage Bonds of the Company ("Bonds"), the
Company has heretofore executed and delivered to the Trustee the Mortgage and
Deed of Trust dated July 1, 1940 (the "1940 Mortgage") and sixty-nine
Supplemental Indentures thereto dated, respectively, July 1, 1940, August 18,
1944, December 1, 1947, September 1, 1950, June 1, 1951, May 1, 1954, March 1,
1958, April 1, 1959, December 20, 1967, January 15, 1969, November 1, 1969, June
1, 1970, November 15, 1970, May 1, 1974, April 15, 1975, April 16, 1975, May 28,
1975, February 1, 1976, November 23, 1976, July 26, 1977, September 27, 1977,
May 1, 1978, September 1, 1979, April 1, 1980, April 15, 1980, May 28, 1980,
June 9, 1980, December 1, 1980, July 28, 1981, August 1, 1981, March 1, 1982,
July 15, 1982, September 1, 1982, November 1, 1982, November 15, 1982, May 24,
1983, May 1, 1984, May 23, 1984, June 27, 1984, September 4, 1984, November 14,
1984, November 15, 1984, April 15, 1985, May 28, 1985, August 1, 1985, September
1, 1985, November 1, 1985, April 15, 1986, May 14, 1986, May 15, 1986, February
25, 1987, as of October 15, 1987, February 24, 1988, September 15, 1988, May 15,
1989, June 13, 1989, October 15, 1989, January 1, 1990, June 1, 1990, August 1,
1990, May 1, 1991, May 1, 1992, July 31, 1992, January 1, 1993, February 1,
1993, May 20, 1993, June 1, 1993, September 15, 1994 and May 1, 1995; and
The 1940 Mortgage, as supplemented and modified by said Supplemental
Indentures and by this Seventieth Supplemental Indenture, will be hereinafter
collectively referred to as the "Indenture" and this Seventieth Supplemental
Indenture will be hereinafter referred to as "this Supplemental Indenture"; and
Pursuant to the provisions of the Indenture, the Company has issued 111
series of Bonds in the aggregate principal amount of $5,012,052,000, of which
<PAGE> 5
2
73 series in the aggregate principal amount of $2,260,372,000 are no longer
outstanding; and
The Indenture provides among other things that the Company, from time to
time, in addition to the Bonds authorized to be executed, authenticated and
delivered pursuant to other provisions therein, may execute and deliver
additional Bonds to the Trustee and the Trustee shall thereupon authenticate and
deliver such Bonds to or upon the order of the Company; and
The Company has determined to create pursuant to the provisions of the
Indenture one new series of Bonds designated as "First Mortgage Bonds, 9 1/2%
Series due 2005-B" (the "Bonds of this Series") with the denominations, rate of
interest, date of maturity and other provisions and agreements in respect
thereof as in this Supplemental Indenture set forth; and
The Company, in the exercise of the powers and authority conferred upon and
reserved to it under the provisions of the Indenture, and pursuant to
appropriate resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in the form hereof for the purposes herein provided; and
All conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument have been done, performed and
fulfilled and the execution and delivery hereof have been in all respects duly
authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That The Cleveland Electric Illuminating Company, in consideration of the
premises and of the mutual covenants herein contained and of the sum of One
Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents and for other valuable considerations, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the Trust under the Indenture, for the benefit of
those who shall hold the Bonds and coupons, if any, issued and to be issued
thereunder and under this Supplemental Indenture as hereinafter provided, as
follows:
<PAGE> 6
3
ARTICLE I
CONFIRMATION OF 1940 MORTGAGE AND
SUPPLEMENTAL INDENTURES
The 1940 Mortgage (as modified in Article V of the Supplemental Indenture
dated December 1, 1947, Article V of the Supplemental Indenture dated May 1,
1954, Article V of the Supplemental Indenture dated March 1, 1958, Article V of
the Supplemental Indenture dated January 15, 1969, Article III of the
Supplemental Indenture dated November 23, 1976 and Article III of the
Supplemental Indenture dated April 15, 1985) and the Supplemental Indentures
dated July 1, 1940, August 18, 1944, December 1, 1947, September 1, 1950, June
1, 1951, May 1, 1954, March 1, 1958, April 1, 1959, December 20, 1967, January
15, 1969, November 1, 1969, June 1, 1970, November 15, 1970, May 1, 1974, April
15, 1975, April 16, 1975, May 28, 1975, February 1, 1976, November 23, 1976,
July 26, 1977, September 27, 1977, May 1, 1978, September 1, 1979, April 1,
1980, April 15, 1980, May 28, 1980, June 9, 1980, December 1, 1980, July 28,
1981, August 1, 1981, March 1, 1982, July 15, 1982, September 1, 1982, November
1, 1982, November 15, 1982, May 24, 1983, May 1, 1984, May 23, 1984, June 27,
1984, September 4, 1984, November 14, 1984, November 15, 1984, April 15, 1985,
May 28, 1985, August 1, 1985, September 1, 1985, November 1, 1985, April 15,
1986, May 14, 1986, May 15, 1986, February 25, 1987, as of October 15, 1987,
February 24, 1988, September 15, 1988, May 15, 1989, June 13, 1989, October 15,
1989, January 1, 1990, June 1, 1990, August 1, 1990, May 1, 1991, May 1, 1992,
July 31, 1992, January 1, 1993, February 1, 1993, May 20, 1993, June 1, 1993,
September 15, 1994 and May 1, 1995, respectively, are hereby in all respects
confirmed.
ARTICLE II
CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF THIS SERIES
SECTION 1. The Company hereby creates a new series of Bonds to be issued
under and secured by the Indenture and to be designated as "First Mortgage
Bonds, 9 1/2% Series due 2005-B" of the Company and hereinabove and hereinafter
called the "Bonds of this Series". The Bonds of this Series shall be executed,
authenticated and delivered in accordance with the provisions of, and shall in
all respects be subject to, all of the terms, conditions and covenants of the
Indenture.
<PAGE> 7
4
SECTION 2. The Bonds of this Series shall be issued as fully registered
Bonds only, without coupons, in the denominations of $1,000 or any multiple
thereof.
SECTION 3. The Bonds of this Series shall be dated the date of
authentication, shall mature May 15, 2005, and shall bear interest from the time
hereinafter provided at the rate of 9 1/2% per annum payable on May 15 and
November 15 in each year starting on November 15, 1995 (each such date
hereinafter called an "interest payment date") on and until maturity, or, in the
case of any such Bonds 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 such Bonds, until the Company's obligation with respect to
the payment of the principal shall be discharged as provided in the Indenture.
The Bonds of this Series shall be payable as to principal (and premium, if
any) and interest at the agency of the Company in the Borough of Manhattan, The
City of New York, in any coin or currency of the United States of America which
at the time of payment is legal tender for the payment of public and private
debts.
Except as hereinafter provided, each Bond of this Series shall bear
interest from the most recent date to which interest has been paid or, if no
interest has been paid, then from the date of initial authentication of such
Bond, until the principal of such Bond is paid. Interest on the Bonds of this
Series shall be computed on the basis of twelve 30-day months and a 360-day
year.
The interest payable on any interest payment date shall be paid to the
respective persons in whose name the Bonds of this Series shall be registered at
the close of business on the Record Date (hereinafter defined) with respect to
such interest payment date, notwithstanding the cancellation of any such Bond
upon any transfer or exchange thereof subsequent to such Record Date and prior
to such interest payment date; provided, however, that, if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, such defaulted interest shall be paid to the respective persons in
whose names such outstanding Bonds of this Series are registered at the close of
business on a date (the "Subsequent Record Date") not less than ten days nor
more than 30 days next preceding the date of payment of such defaulted interest,
such Subsequent Record Date to be established by the Company by notice given by
mail by or on behalf of the Company to the
<PAGE> 8
5
registered owners of Bonds of this Series not less than ten days next preceding
such Subsequent Record Date.
The term "Record Date" shall mean, with respect to any interest payment
date of any Bond of this Series, the close of business on the last day (whether
or not a business day at the place of payment) of the calendar month next
preceding such interest payment date.
SECTION 4. In the manner and subject to the limitations provided in the
Indenture, Bonds of this Series may be transferred or may be exchanged for a
like aggregate principal amount of Bonds of such series of other authorized
denominations, in either case without charge, except for any tax or taxes or
other governmental charges incident to such transfer or exchange, at the agency
of the Company in the Borough of Manhattan, The City of New York.
In the event less than all of the Bonds of this Series at the time
outstanding are called for redemption, the Company shall not be required (a) to
register any transfer or make any exchange of any such Bond for a period of 15
days before the mailing of the notice of redemption of any such Bonds, (b) to
register any transfer or make any exchange of any such Bond so called for
redemption in its entirety or (c) to register any transfer or make any exchange
of any portion of any such Bond which has been called for redemption.
Except as otherwise provided in Section 3 of this Article II with respect
to the payment of interest, the Company, the agencies of the Company and the
Trustee may deem and treat the person in whose name a Bond of this Series is
registered as the absolute owner thereof for the purpose of receiving any
payment and for all other purposes.
SECTION 5. The Bonds of this Series shall be redeemable as provided in the
form of Bond of this Series set forth in this Supplemental Indenture, subject to
the provisions contained in Article V of the Indenture and in said form of Bond
of this Series.
SECTION 6. Subject to the applicable provisions of the Indenture, written
notice of redemption of Bonds of this Series pursuant to this Supplemental
Indenture shall be given by the Trustee by mailing to each registered owner of
such Bonds to be redeemed a notice of such redemption, first class postage
prepaid, at its last address as it shall appear upon the books of the Company
for the registration and transfer of such Bonds. Any notice of redemption shall
be mailed at least 30 days, but no more than 60 days, prior to the redemption
date. In the event of partial redemption of Bonds of this Series, the Trustee
shall
<PAGE> 9
6
select the Bonds of this Series to be redeemed, subject to the provisions of
this Supplemental Indenture, in such manner as the Trustee shall deem
appropriate and fair.
SECTION 7. Any Bonds of this Series at any time purchased or otherwise
acquired by the Company shall be surrendered to the Trustee for cancellation and
the Trustee shall forthwith cancel the same.
SECTION 8. The aggregate principal amount of Bonds of this Series which may
be authenticated and delivered hereunder shall not exceed $300,000,000, except
as otherwise provided in the Indenture.
SECTION 9. The form of the fully registered Bonds of this Series and of the
Trustee's certificate of authentication thereon shall be substantially as
follows:
<PAGE> 10
7
[FORM OF FULLY REGISTERED BOND OF THIS SERIES]
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Incorporated under the laws of the State of Ohio
FIRST MORTGAGE BOND, 9 1/2% SERIES DUE 2005-B
Due May 15, 2005
No. $
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called the "Company",
which term shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns,
the sum of Dollars or the
aggregate unpaid principal amount hereof, whichever is less, on May 15, 2005 in
any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, and to pay
interest on the unpaid principal amount hereof in like coin or currency from the
time hereinafter provided, at the rate per annum specified in the title hereof,
payable on May 15 and November 15 in each year starting on November 15, 1995
(each such date herein called an "interest payment date"), and on and until the
date of maturity of this Bond, or, if this Bond shall be duly called for
redemption, on and until the redemption date, or, if the Company shall default
in the payment of the principal amount of this Bond, until the Company's
obligation with respect to the payment of such principal shall be discharged as
provided in the Indenture. Interest on this Bond shall be computed on the basis
of twelve 30-day months and a 360-day year. Except as hereinafter provided, this
Bond shall bear interest from the most recent date to which interest has been
paid or, if no interest has been paid, then from the date of initial
authentication of this Bond, until the principal of this Bond has been paid.
Subject to certain exceptions provided in said Indenture, the interest payable
on any interest payment date shall be paid to the person in whose name this Bond
shall be registered at the close of business on the Record Date (hereinafter
defined) or, in the case of defaulted interest, in the manner and to the person
as provided in the Supplemental Indenture (hereinafter defined). Principal of
(and premium, if any) and interest on this Bond are payable at the agency of the
Company in the Borough of Manhattan, The City of New York.
<PAGE> 11
8
The provisions of this Bond are continued on the reverse side hereof and
such continued provisions shall have the same effect as though fully set forth
in this place.
This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose,
until the Trustee under the Indenture, or a successor trustee thereto under the
Indenture, shall have signed the form of certificate of authentication endorsed
hereon.
IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has caused
this Bond to be signed in its name by its President (whose signature may be
manual or a facsimile thereof) or a Vice President and its corporate seal (or a
facsimile thereof) to be hereto affixed and attested by its Secretary (whose
signature may be manual or a facsimile thereof) or an Assistant Secretary.
Dated:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By ......................................................
Attest:
................................
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated and described in the
within-mentioned Indenture and Supplemental Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
TRUSTEE
By .............................................
AUTHORIZED OFFICER
<PAGE> 12
9
[REVERSE SIDE OF BOND OF THIS SERIES]
This Bond is one of the duly authorized Bonds of the Company (herein called
the "Bonds"), all issued and to be issued under and equally secured by a
Mortgage and Deed of Trust dated July 1, 1940, executed by the Company to
Guaranty Trust Company of New York as Trustee, under which The Chase Manhattan
Bank (National Association) is successor trustee (herein called the "Trustee")
and all indentures supplemental thereto (said Mortgage as so supplemented herein
called the "Indenture"), to which reference is hereby made for a description of
the properties mortgaged and pledged, the nature and extent of the security, the
rights of the registered owner or owners of the Bonds and of the Trustee in
respect thereof, and the terms and conditions upon which the Bonds are, and are
to be, secured. The Bonds may be issued in series, for various principal sums,
may mature at different times, may bear interest at different rates and may
otherwise vary as in the Indenture provided. This Bond is one of a series
designated as the First Mortgage Bonds, 9 1/2% Series due 2005-B (herein called
the "Bonds of this Series"), limited, except as otherwise provided in the
Indenture, to $300,000,000 in aggregate principal amount, issued under and
secured by the Indenture and described in the Seventieth Supplemental Indenture
dated May 2, 1995, between the Company and the Trustee (herein called the
"Supplemental Indenture").
In the event that this Bond is deemed to be paid in full, this Bond shall
be surrendered to the Trustee for cancellation. In the event that this Bond is
deemed to be paid in part, this Bond may, at the option of the registered owner,
be surrendered to the Trustee for cancellation, in which event the Trustee will
cancel this Bond and the Company will execute and the Trustee will authenticate
and deliver to the registered owner Bonds in authorized denominations in
aggregate principal amount equal to the unpaid balance of the principal amount
of this Bond.
The Bonds of this Series are subject to redemption by the Company prior to
maturity in whole at any time or in part from time to time, but in no instance
before May 15, 2002, at a redemption price of 100% of the principal amount to be
redeemed, plus accrued and unpaid interest, if any, to the redemption date.
Any redemption of the Bonds of this Series shall be made after written
notice has been given by the Trustee by mailing to each registered owner of such
Bonds to be redeemed a notice of such redemption, first class postage prepaid,
at its last address as it shall appear upon the books of the Company for the
registration and transfer of such Bonds. Any notice of redemption shall be
<PAGE> 13
10
mailed at least 30 days, but no more than 60 days, prior to the redemption date.
In the event of partial redemption of Bonds of this Series, the Trustee shall
select the Bonds of this Series to be redeemed, subject to the provisions of the
Indenture, in such manner as the Trustee shall deem appropriate and fair.
In the Forty-Third Supplemental Indenture dated April 15, 1985 between the
Company and the Trustee, the Company has modified, in certain respects, the
redemption provisions in the Indenture effective only with respect to the Bonds
of all series established or created in said Forty-Third Supplemental Indenture
and all supplemental indentures dated after May 28, 1985.
To the extent permitted by and as provided in the Indenture, modifications
or alterations of the Indenture, or of any indenture supplemental thereto, and
of the rights and obligations of the Company and of the holders of the Bonds and
coupons may be made with the consent of the Company by an affirmative vote of
not less than 80% in principal amount of the Bonds entitled to vote then
outstanding, at a meeting of Bondholders called and held as provided in the
Indenture, and, in case one or more but less than all of the series of Bonds
then outstanding under the Indenture are so affected, by an affirmative vote of
not less than 80% in principal amount of the Bonds of any series entitled to
vote then outstanding and affected by such modification or alteration; provided,
however, that no such modification or alteration shall be made which will affect
the terms of payment of the principal of (or premium, if any) or interest on
this Bond. In the Nineteenth Supplemental Indenture dated November 23, 1976
between the Company and the Trustee, the Company has modified the Indenture
effective from and after the time when none of the Bonds of any series
established prior to the execution of the Nineteenth Supplemental Indenture
shall remain outstanding so as to change "80%" in the foregoing sentence to
"60%" and to make certain other modifications of the Indenture and has reserved
the right to make certain other modifications of the Indenture without any vote,
consent or other action by the holders of Bonds of any series established in the
Nineteenth Supplemental Indenture or in any subsequent supplemental indenture.
If an event of default, as defined in the Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Indenture may
be declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that such
declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding.
<PAGE> 14
11
The term "Record Date" shall mean, with respect to any interest payment
date of any Bond of this Series, the close of business on the last day (whether
or not a business day at the place of payment) of the calendar month next
preceding such interest payment date.
Subject to the limitations provided in the Indenture, this Bond is
transferable by the registered owner hereof, in person or by duly authorized
attorney, on the books of the Company to be kept for that purpose at the agency
of the Company in the Borough of Manhattan, The City of New York, upon surrender
and cancellation of this Bond, and upon presentation of a duly executed written
instrument of transfer, and thereupon a new fully registered Bond or Bonds of
the same series, for the same aggregate principal amount and in authorized
denominations will be issued to the transferee or transferees in exchange
therefor; and this Bond, with or without others of the same series, may in like
manner be exchanged for one or more new fully registered Bonds of the same
series of other authorized denominations but of the same aggregate principal
amount; all without charge except for any tax or taxes or other governmental
charges incidental to such transfer or exchange and all subject to the terms and
conditions set forth in the Indenture. Except as otherwise provided herein with
respect to the payment of interest, the Company, the agencies of the Company and
the Trustee may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof for the purpose of receiving any payment and for
all other purposes.
No recourse shall be had for the payment of the principal of (or premium,
if any) or the interest on this Bond, or for any claim based hereon or on the
Indenture or any indenture supplemental thereto, against any incorporator, or
against any stockholder, director or officer, past, present or future, of the
Company, or of any predecessor or successor corporation, as such, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution or statute or
otherwise, of incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Bond and as part of the
consideration for the issue hereof, and being likewise released by the terms of
the Indenture.
<PAGE> 15
12
[END OF FORM OF FULLY REGISTERED BOND]
ARTICLE III
THE TRUSTEE
SECTION 1. The Trustee hereby accepts the trusts hereby declared and
provided upon the terms and conditions in the Indenture set forth and upon the
terms and conditions set forth in this Article III.
SECTION 2. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article XIII of the
Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate.
ARTICLE IV
MISCELLANEOUS PROVISIONS
This Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same instrument.
EXECUTION
IN WITNESS WHEREOF, said The Cleveland Electric Illuminating Company has
caused this Supplemental Indenture to be executed on its behalf by its President
or one of its Vice Presidents and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture
to be attested by its Secretary or an Assistant Secretary, and said The Chase
Manhattan Bank (National Association), in evidence of its acceptance of the
trust hereby created, has caused this Supplemental Indenture to be executed on
its behalf by one of its Vice Presidents or one of its Trust Officers, and its
corporate seal to be hereto affixed and said seal and this Supplemental
Indenture to be attested by one of its Assistant Secretaries or corporate Trust
Officers, all as of the day and year first above written.
<PAGE> 16
S-1
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By TERRENCE G. LINNERT
Vice President
Attest:
J. T. PERCIO
Secretary
Signed, sealed and acknowledged by
The Cleveland Electric Illuminating Company
in the presence of
PATRICIA BARKEY
- ----------------------------------------
Patricia Barkey
SONDRA CLARKE
- ----------------------------------------
Sondra Clarke
As witnesses
[SEAL]
<PAGE> 17
S-2
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), AS
TRUSTEE
By VALERIE DUNBAR
Second Vice President
Attest:
BROOKS VON ARX, JR.
Corporate Trust Officer
Signed, sealed and acknowledged by
The Chase Manhattan Bank
(National Association)
in the presence of
R.J. HALLERAN
- ----------------------------------------
Ronald J. Halleran
L.M. FITZPATRICK
- ----------------------------------------
Lynn M. Fitzpatrick
[SEAL] As witnesses
<PAGE> 18
S-3
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this 5th day of May, 1995 before me personally appeared TERRENCE G.
LINNERT and J. T. PERCIO to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and the Secretary, respectively,
of The Cleveland Electric Illuminating Company, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said corporation.
AMY B. MCCABE
----------------------------------------
Notary Public
Amy B. McCabe
Notary Public, State of Ohio
Recorded in Cuyahoga County
My Commission expires October 23, 1999
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss: [SEAL]
On this 8th day of May, 1995 before me personally appeared VALERIE DUNBAR
and BROOKS VON ARX, JR. to me personally known, who being by me severally duly
sworn, did say that they are a Second Vice President and a Corporate Trust
Officer, respectively, of The Chase Manhattan Bank (National Association), that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said officers severally
acknowledged said instrument to be the free act and deed of said corporation.
MARGARET M. PRICE
----------------------------------------
Notary Public
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Commission Expires April 22, 1997
[SEAL]
THIS INSTRUMENT PREPARED BY BRUCE T. ROSENBAUM, ATTORNEY AT LAW.
<PAGE> 19
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
<TABLE>
<CAPTION>
COUNTY VOLUME PAGE FILED FOR RECORD
- ------------------------------- --------------- ---------------------
<S> <C> <C> <C>
Ohio
Ashtabula 81 3051 May 12, 1995
Cuyahoga 95-03573 41 May 12, 1995
Erie 221 232 May 11, 1995
Geauga 1014 1240 May 12, 1995
Lake 1115 742 May 12, 1995
Lorain 1081 46 May 12, 1995
Ottawa 454 64 May 11, 1995
Portage 24 555 May 12, 1995
Stark Instrument No. 95020113 May 12, 1995
Summit 1923 982 May 12, 1995
Trumbull 931 536 May 12, 1995
Pennsylvania
Warren 1367 639 May 12, 1995
Beaver 605 87 May 12, 1995
</TABLE>
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on May 12, 1995 under original or amendment file
number 13451763, microfilm number 24280159, to comply with the filing
requirements of the Pennsylvania enactment of the Uniform Commercial Code.
<PAGE> 1
Exhibit 4(c)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(successor to Morgan Guaranty Trust Company
of New York,
formerly Guaranty Trust Company of New York)
As Trustee under
The Cleveland Electric Illuminating Company's
Mortgage and Deed of Trust,
Dated July 1, 1940
------------------
SEVENTY-FIRST SUPPLEMENTAL INDENTURE
DATED JUNE 1, 1995
First Mortgage Bonds, Collateral Series A
First Mortgage Bonds, Collateral Series B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
i
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Seventy-First Supplemental Indenture
Dated June 1, 1995
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
PARTIES......................................................... 1
RECITALS:
Indenture and Supplemental Indentures......................... 1
First Mortgage Bonds outstanding.............................. 1
Authorization by Indenture of issue of additional Bonds....... 1
Bonds of Collateral Series A.................................. 2
Bonds of Collateral Series B.................................. 2
Purpose of Seventy-First Supplemental Indenture............... 3
Authorization of Seventy-First Supplemental Indenture......... 3
Compliance with conditions to making of Seventy-First
Supplemental Indenture..................................... 3
ARTICLE I -- CONFIRMATION OF 1940 MORTGAGE AND
SUPPLEMENTAL INDENTURES....................................... 3
ARTICLE II -- CREATION, PROVISIONS, REDEMPTION, PRINCIPAL
AMOUNT AND FORM OF BONDS OF COLLATERAL SERIES A............... 4
Section 1 -- Creation and designation of Bonds of
Collateral Series A and compliance with Indenture........ 4
Section 2 -- Date of Bonds of Collateral Series A, maturity
date, interest rate, accrual date and payment dates...... 4
Section 3 -- Place of Payment.............................. 5
Section 4 -- Denomination of Bonds of Collateral Series
A........................................................ 5
Section 5 -- Transfer of Bonds of Collateral Series A...... 5
Section 6 -- Registration.................................. 5
Section 7 -- Payments under Revolving Credit Agreement..... 5
Section 8 -- Redemption of Bonds of Collateral Series A.... 6
</TABLE>
- ---------------
*The Table of Contents, the page headings and the recording data are not part of
the Seventy-First Supplemental Indenture as executed.
<PAGE> 3
ii
<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
Section 9 -- Redemption of Bonds of Collateral Series A in
an "Event of Default" under the Revolving Credit
Agreement................................................ 6
Section 10 -- Form of Fully Registered Bond of Collateral
Series A................................................. 6
Form of Trustee's Certificate of
Authentication.............................. 11
ARTICLE III -- CREATION, PROVISIONS, REDEMPTION, PRINCIPAL
AMOUNT AND FORM OF BONDS OF COLLATERAL SERIES B............... 11
Section 1 -- Creation and designation of Bonds of
Collateral Series B and compliance with Indenture........ 11
Section 2 -- Date of Bonds of Collateral Series B, maturity
date, interest rate, accrual date and payment dates...... 11
Section 3 -- Place of Payment.............................. 12
Section 4 -- Denomination of Bonds of Collateral Series
B........................................................ 12
Section 5 -- Transfer of Bonds of Collateral Series B...... 12
Section 6 -- Registration.................................. 13
Section 7 -- Payments under Reimbursement Agreement........ 13
Section 8 -- Redemption of Bonds of Collateral Series B.... 13
Section 9 -- Redemption of Bonds of Collateral Series B in
"Reimbursement Event of Default" under the Reimbursement
Agreement................................................ 13
Section 10 -- Form of Fully Registered Bond of Collateral
Series B................................................. 14
Form of Trustee's Certificate of
Authentication.............................. 18
ARTICLE IV -- THE TRUSTEE....................................... 19
Section 1 -- Acceptance by Trustee......................... 19
Section 2 -- Responsibility of Trustee..................... 19
Section 3 -- Reliance by Trustee upon certain demands,
certificates and opinions................................ 19
ARTICLE V -- MISCELLANEOUS PROVISIONS........................... 19
</TABLE>
<PAGE> 4
iii
<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
EXECUTION....................................................... 19
COMPANY'S ACKNOWLEDGMENT........................................ S-3
TRUSTEE'S ACKNOWLEDGMENT........................................ S-4
RECORDING AND FILING DATA....................................... R-1
</TABLE>
<PAGE> 5
SEVENTY-FIRST SUPPLEMENTAL INDENTURE, dated June 1, 1995, made by and
between THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (the "Company"), and THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (successor to MORGAN GUARANTY TRUST
COMPANY OF NEW YORK), a national banking association existing under the laws of
the United States of America, with its head office at 1 Chase Manhattan Plaza,
the City of New York (the "Trustee"), as Trustee under the Mortgage and Deed of
Trust dated July 1, 1940, hereinafter mentioned:
RECITALS
In order to secure First Mortgage Bonds of the Company ("Bonds"), the
Company has heretofore executed and delivered to the Trustee the Mortgage and
Deed of Trust dated July 1, 1940 (the "1940 Mortgage") and seventy Supplemental
Indentures thereto dated, respectively, July 1, 1940, August 18, 1944, December
1, 1947, September 1, 1950, June 1, 1951, May 1, 1954, March 1, 1958, April 1,
1959, December 20, 1967, January 15, 1969, November 1, 1969, June 1, 1970,
November 15, 1970, May 1, 1974, April 15, 1975, April 16, 1975, May 28, 1975,
February 1, 1976, November 23, 1976, July 26, 1977, September 27, 1977, May 1,
1978, September 1, 1979, April 1, 1980, April 15, 1980, May 28, 1980, June 9,
1980, December 1, 1980, July 28, 1981, August 1, 1981, March 1, 1982, July 15,
1982, September 1, 1982, November 1, 1982, November 15, 1982, May 24, 1983, May
1, 1984, May 23, 1984, June 27, 1984, September 4, 1984, November 14, 1984,
November 15, 1984, April 15, 1985, May 28, 1985, August 1, 1985, September 1,
1985, November 1, 1985, April 15, 1986, May 14, 1986, May 15, 1986, February 25,
1987, October 15, 1987, February 24, 1988, September 15, 1988, May 15, 1989,
June 13, 1989, October 15, 1989, January 1, 1990, June 1, 1990, August 1, 1990,
May 1, 1991, May 1, 1992, July 31, 1992, January 1, 1993, February 1, 1993, May
20, 1993, June 1, 1993, September 15, 1994, May 1, 1995 and May 2, 1995; and
The 1940 Mortgage, as supplemented and modified by said Supplemental
Indentures and by this Seventy-First Supplemental Indenture, will be hereinafter
collectively referred to as the "Indenture" and this Seventy-first Supplemental
Indenture will be hereinafter referred to as "this Supplemental Indenture"; and
Pursuant to the provisions of the Indenture, the Company has issued 112
series of Bonds in the aggregate principal amount of $5,312,052,000, of which
<PAGE> 6
2
74 series in the aggregate principal amount of $2,402,037,000 are no longer
outstanding; and
The Indenture provides among other things that the Company, from time to
time, in addition to the Bonds authorized to be executed, authenticated and
delivered pursuant to other provisions therein, may execute and deliver
additional Bonds to the Trustee and the Trustee shall thereupon authenticate and
deliver such Bonds to or upon the order of the Company; and
The Company has determined to create pursuant to the provisions of the
Indenture two new series of Bonds designated, respectively, as "First Mortgage
Bonds, Collateral Series A" (the "Bonds of Collateral Series A") and "First
Mortgage Bonds, Collateral Series B" (the "Bonds of Collateral Series B"), each
such series with the respective denominations, rates of interest, dates of
maturity, redemption provisions and other provisions and agreements in respect
thereof as in this Supplemental Indenture set forth; and
The Bonds of Collateral Series A are to be delivered to the Revolver Agent
Bank (hereinafter defined) to (i) provide for the payment of the Company's
obligations to make payments to any person under the Guaranty of the Company and
The Toledo Edison Company dated May 14, 1993 (such guaranty, as amended from
time to time herein called the "Guaranty"), in favor of the Lenders party to the
Credit Agreement dated as of May 14, 1993, as amended, among Centerior Energy
Corporation and Centerior Service Company ("Obligors") and Citibank, N.A., as
Agent, and the other banks named therein (such credit agreement, as amended from
time to time, herein called the "Revolving Credit Agreement"), and (ii) to
provide to such persons the benefits of the security provided for the Bonds of
Collateral Series A. As used herein, the term "Lenders" shall refer collectively
to all banks which are parties to the Revolving Credit Agreement and the term
"Revolver Agent Bank" shall refer to the bank designated in the Revolving Credit
Agreement as the party responsible for holding the Bonds of Collateral Series A
as agent for the benefit of the Lenders.
The Bonds of Collateral Series B are to be delivered to the LC Agent Bank
(hereinafter defined) to (i) provide for the payment of the Company's
obligations to make payments to any person under the Reimbursement Agreement
dated as of June 29, 1995 among the Company, The Toledo Edison Company, Barclays
Bank PLC, acting through its New York Branch, as Fronting Bank, Administrative
Agent, Collateral Agent and Co-Agent, Union Bank, Society National Bank and
Chemical Bank, as Co-Agents, and the
<PAGE> 7
3
participating banks named therein (such reimbursement agreement, as amended from
time to time, herein called the "Reimbursement Agreement") and (ii) to provide
to such persons the benefits of the security provided for the Bonds of
Collateral Series B. As used herein, the term "Participating Banks" shall refer
collectively to all banks which are parties to the Reimbursement Agreement and
the term "LC Agent Bank" shall refer to the bank designated in the Reimbursement
Agreement as the party responsible for holding the Bonds of Collateral Series B
as agent for the benefit of the Participating Banks.
The Company, in the exercise of the powers and authority conferred upon and
reserved to it under the provisions of the Indenture, and pursuant to
appropriate resolutions of the Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in the form hereof for the purposes herein provided; and
All conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument have been done, performed and
fulfilled and the execution and delivery hereof have been in all respects duly
authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That The Cleveland Electric Illuminating Company, in consideration of the
premises and of the mutual covenants herein contained and of the sum of One
Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents and for other valuable considerations, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the Trust under the Indenture, for the benefit of
those who shall hold the Bonds and coupons, if any, issued and to be issued
thereunder and under this Supplemental Indenture as hereinafter provided, as
follows:
ARTICLE I
CONFIRMATION OF 1940 MORTGAGE AND
SUPPLEMENTAL INDENTURES
The 1940 Mortgage (as modified in Article V of the Supplemental Indenture
dated December 1, 1947, Article V of the Supplemental Indenture dated May 1,
1954, Article V of the Supplemental Indenture dated March 1, 1958, Article V of
the Supplemental Indenture dated January 15, 1969, Article III of the
Supplemental Indenture dated November 23, 1976 and Article III of the
Supplemental Indenture dated April 15, 1985) and the Supplemental
<PAGE> 8
4
Indentures dated July 1, 1940, August 18, 1944, December 1, 1947, September 1,
1950, June 1, 1951, May 1, 1954, March 1, 1958, April 1, 1959, December 20,
1967, January 15, 1969, November 1, 1969, June 1, 1970, November 15, 1970, May
1, 1974, April 15, 1975, April 16, 1975, May 28, 1975, February 1, 1976,
November 23, 1976, July 26, 1977, September 27, 1977, May 1, 1978, September 1,
1979, April 1, 1980, April 15, 1980, May 28, 1980, June 9, 1980, December 1,
1980, July 28, 1981, August 1, 1981, March 1, 1982, July 15, 1982, September 1,
1982, November 1, 1982, November 15, 1982, May 24, 1983, May 1, 1954, May 23,
1984, June 27, 1984, September 4, 1984, November 14, 1984, November 15, 1984,
April 15, 1985, May 28, 1985, August 1, 1985, September 1, 1985, November 1,
1985, April 15, 1986, May 14, 1986, May 15, 1986, February 25, 1987, October 15,
1987, February 24, 1988, September 15, 1988, May 15, 1989, June 13, 1989,
October 15, 1989, January 1, 1990, June 1, 1990, August 1, 1990, May 1, 1991,
May 1, 1992, July 31, 1992, January 1, 1993, February 1, 1993, May 20, 1993,
June 1, 1993, September 15, 1994, May 1, 1995 and May 2, 1995, respectively, are
hereby in all respects confirmed.
ARTICLE II
CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF COLLATERAL SERIES A
SECTION 1. The Company hereby creates a new series of Bonds to be issued
under and secured by the Indenture and to be designated as "First Mortgage
Bonds, Collateral Rate Series A" of the Company and hereinabove and hereinafter
called the "Bonds of Collateral Series A". The Bonds of Collateral Series A
shall be limited to an aggregate principal amount of $50,000,000 but the
aggregate principal amount thereof outstanding at any time shall not exceed such
lesser amount as is equal to 40% of the aggregate amount from time to time of
the Lenders' Commitments (as defined in the Revolving Credit Agreement). The
Bonds of Collateral Series A shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be subject to, all
of the terms, conditions and covenants of the Indenture.
SECTION 2. The Bonds of Collateral Series A shall be dated the date of
authentication, shall be payable in whole or in installments on such date or
dates as the Company has any obligations under the Guaranty to make any payment
to the Lenders, but not later than June 1, 2006, and shall bear interest from
the time hereinafter provided at such rate per annum on each interest
<PAGE> 9
5
payment date (hereinafter defined) as shall cause the amount of interest payable
on each interest payment date on the Bonds of Collateral Series A to equal 40%
of the amount of interest and fees payable on such interest payment date under
the Revolving Credit Agreement. Such interest shall be payable on the same dates
as interest or fees are payable from time to time pursuant to the Revolving
Credit Agreement (each such date herein called an "interest payment date"),
until the maturity of the Bonds of Collateral Series A, or, in the case the
Revolver Agent Bank shall demand redemption of any such Bonds, until the
redemption date, or, in the case of any default by the Company in the payment of
the principal due on any such Bonds, until the Company's obligation with respect
to the payment of such principal shall be discharged as provided in the
Indenture. The amount of interest and fees payable from time to time under the
Revolving Credit Agreement, the basis on which such interest and fees are
computed and the dates on which such interest and fees are payable are set forth
in the Revolving Credit Agreement.
Except as hereinafter provided, each Bond of Collateral Series A shall bear
interest (a) from the interest payment date next preceding the date of such Bond
to which interest has been paid, or (b) if the date of such Bond is an interest
payment date to which interest has been paid, then from such date, or (c) if no
interest has been paid thereon, then from the date of initial issue.
SECTION 3. The Bonds of Collateral Series A shall be payable as to
principal and interest at the same place or places as payments are required to
be made by the Company under the Guaranty; and both principal and interest shall
be payable in any coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public and private
debts.
SECTION 4. The Bonds of Collateral Series A shall be issued as one fully
registered Bond in the denomination of $50,000,000.
SECTION 5. In the manner and subject to the limitations provided in the
Indenture, Bonds of Collateral Series A may be transferred only to a successor
to the Revolver Agent Bank under the Revolving Credit Agreement, without charge,
except for any tax or taxes or other governmental charges incident to such
transfer or exchange, at the agency of the Company in the Borough of Manhattan,
The City of New York.
SECTION 6. The Bonds of Collateral Series A shall be registered in the name
of the Revolver Agent Bank.
<PAGE> 10
6
SECTION 7. Any payment made in respect of the Company's obligations under
the Guaranty or by the Obligors under the Revolving Credit Agreement shall be
deemed a payment in respect of the Bonds of Collateral Series A, but such
payment shall not reduce the principal amount of the Bonds of Collateral Series
A unless the aggregate amount of the Lenders' Commitments is irrevocably reduced
concurrently with such payment. In the event that all of the Company's
obligations under the Guaranty and the obligations of the Obligors under the
Revolving Credit Agreement have been discharged, the Bonds of Collateral Series
A shall be deemed to be paid in full.
SECTION 8. The Bonds of Collateral Series A shall be redeemable only to
the extent provided in this Article II, subject to the provisions contained in
the form of Bond of Collateral Series A.
SECTION 9. The Bonds of Collateral Series A shall be redeemed by the
Company in whole at any time prior to maturity at a redemption price of 100% of
the principal amount to be redeemed, plus any accrued and unpaid interest to the
redemption date and all other amounts payable by the Company under the Guaranty,
but only if the Trustee shall receive a written demand from the Revolver Agent
Bank for redemption of all Bonds of Collateral Series A held by the Revolver
Agent Bank stating that an "Event of Default" under the Revolving Credit
Agreement has occurred and is continuing and that payment of the principal
amount outstanding under the Revolving Credit Agreement, all interest thereon
and all other amounts payable thereunder are immediately due and payable and
demanding payment thereof; provided, however, that the Bonds of Collateral
Series A shall not be redeemed in the event that prior to the date of such
redemption the Trustee shall have received a certificate of the Revolver Agent
Bank (a) stating that there has been a waiver of such Event of Default or (b)
withdrawing said written demand. The redemption of the Bonds of Collateral
Series A shall be made forthwith upon receipt of such demand by the Company from
the Majority Banks (as defined in the Revolving Credit Agreement), the Revolver
Agent Bank on behalf of the Majority Banks, or the Trustee.
SECTION 10. The form of the fully registered Bonds of Collateral Series A
and of the Trustee's certificate of authentication thereon, shall be
substantially as follows:
<PAGE> 11
7
[FORM OF FULLY REGISTERED BOND OF COLLATERAL SERIES A]
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR AGENT BANK UNDER THE CREDIT
AGREEMENT DATED AS OF MAY 14, 1993, AS AMENDED, AMONG CENTERIOR ENERGY
CORPORATION AND CENTERIOR SERVICE COMPANY (COLLECTIVELY, THE "OBLIGORS") AND
CITIBANK, N.A. AND THE BANKS NAMED THEREIN (SUCH CREDIT AGREEMENT, AS AMENDED
FROM TIME TO TIME, THE "REVOLVING CREDIT AGREEMENT").
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Incorporated under the laws of the State of Ohio
FIRST MORTGAGE BOND, COLLATERAL SERIES A
No. $
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called the "Company",
which term shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns,
the sum of Fifty Million Dollars ($50,000,000) or such lesser principal amount
as is equal to 40% of the aggregate amount from time to time of the Lenders'
Commitments (as defined in the Revolving Credit Agreement), in whole or in
installments on such date or dates as the Company has any obligation to make
payments under the Guaranty of the Company and The Toledo Edison Company dated
May 14, 1993, as amended (the "Guaranty"), in favor of the Lenders (as defined
in the Revolving Credit Agreement), but not later than June 1, 2006, in any coin
or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts, and to pay interest on
the unpaid principal amount hereof in like coin or currency from the time
hereinafter provided at such rate per annum on each interest payment date
(hereinafter defined) as shall cause the amount of interest payable on such
interest payment date on the Bonds of Collateral Series A (hereinafter defined)
to equal 40% of the amount of interest and fees payable on such interest payment
date under the Revolving Credit Agreement. Such interest shall be payable on the
same dates as interest or fees are payable from time to time pursuant to the
Revolving Credit Agreement (each such date herein called an "interest payment
date"), until the maturity of this Bond, or, if the Agent Bank shall demand
redemption of this Bond, until the redemption date, or, if the Company shall
default in the payment of the
<PAGE> 12
8
principal due on this Bond, until the Company's obligation with respect to the
payment of such principal shall be discharged as provided in said Indenture. The
amount of interest and fees payable from time to time under the Revolving Credit
Agreement, the basis on which such interest and fees are computed and the dates
on which such interest and fees are payable are set forth in the Revolving
Credit Agreement.
Except as hereinafter provided, this Bond shall bear interest (a) from the
interest payment date next preceding the date of this Bond to which interest has
been paid, or (b) if the date of this Bond is an interest payment date to which
interest has been paid, then from such date, or (c) if no interest has been paid
on this Bond, then from the date of initial issue.
This Bond is one of the duly authorized Bonds of the Company (herein called
the "Bonds"), all issued and to be issued under and equally secured by a
Mortgage and Deed of Trust dated July 1, 1940, executed by the Company to
Guaranty Trust Company of New York as Trustee under which The Chase Manhattan
Bank (National Association) is successor trustee (herein called the "Trustee"),
and all indentures supplemental thereto (said Mortgage as so supplemented herein
called the "Indenture") to which reference is hereby made for a description of
the properties mortgaged and pledged, the nature and extent of the security, the
rights of the registered owner or owners of the Bonds and of the Trustee in
respect thereof, and the terms and conditions upon which the Bonds are, and are
to be, secured. The Bonds may be issued in series, for various principal sums,
may mature at different times, may bear interest at different rates and may
otherwise vary as in the Indenture provided. This Bond is the only Bond of a
series designated as the First Mortgage Bonds, Collateral Series A (herein
called the "Bonds of Collateral Series A") limited, except as otherwise provided
in the Indenture, in aggregate principal amount to $50,000,000 but the aggregate
principal amount hereof outstanding at any time shall not exceed such lesser
amount as is equal to 40% of the aggregate amount of the Lenders' Commitments
and is issued under and secured by the Indenture and described in the
Seventy-First Supplemental Indenture dated June 1, 1995, between the Company and
the Trustee (herein called the "Supplemental Indenture").
The Bonds of Collateral Series A have been issued by the Company to the
Agent Bank (i) to provide for the payment of the Company's obligations to make
payments to any person under the Guaranty, and (ii) to provide to such persons
the benefits of the security provided for the Bonds of Collateral Series A.
<PAGE> 13
9
As used herein, the term "Agent Bank" shall refer to the bank designated in
the Revolving Credit Agreement as the party responsible for holding the Bonds of
Collateral Series A as agent for the benefit of the Lenders. The Bonds of
Collateral Series A have been delivered to the Agent Bank as agent for the
benefit of the Lenders.
Any payment made in respect of the Company's obligations under the Guaranty
or by the Obligors under the Revolving Credit Agreement shall be deemed a
payment in respect of the Bonds of Collateral Series A, but such payment shall
not reduce the principal amount of the Bonds of Collateral Series A unless the
aggregate amount of the Lenders' Commitments is irrevocably reduced concurrently
with such payment. In the event that all of the Company's obligations under the
Guaranty and the obligations of the Obligors under the Revolving Credit
Agreement have been discharged, this Bond shall be deemed to have been paid in
full and shall be surrendered to the Trustee for cancellation.
The Bonds of Collateral Series A are subject to redemption prior to
maturity at the demand of the Agent Bank as provided in Section 9 of Article II
of the Supplemental Indenture at a redemption price of 100% of the principal
amount to be redeemed and any accrued and unpaid interest and all other amounts
payable by the Company under the Guaranty.
To the extent permitted by and as provided in the Indenture, modifications
or alterations of the Indenture, or of any indenture supplemental thereto, and
of the rights and obligations of the Company and of the holders of the Bonds and
coupons may be made with the consent of the Company by an affirmative vote of
not less than 80% in principal amount of the Bonds entitled to vote then
outstanding, at a meeting of Bondholders called and held as provided in the
Indenture, and, in case one or more but less than all of the series of Bonds
then outstanding under the Indenture are so affected, by an affirmative vote of
not less than 80% in principal amount of the Bonds of any series entitled to
vote then outstanding and affected by such modification or alteration; provided,
however, that no such modification or alteration shall be made which will affect
the terms of payment of the principal of or premium, if any, or interest on this
Bond. In the Nineteenth Supplemental Indenture dated November 23, 1976 between
the Company and the Trustee, the Company has modified the Indenture effective
from and after the time when none of the Bonds of any series established prior
to the execution of the Nineteenth Supplemental Indenture shall remain
outstanding so as to change "80%" in the foregoing sentence to "60%" and to make
certain other modifications of the
<PAGE> 14
10
Indenture and has reserved the right to make certain other modifications of the
Indenture without any vote, consent or other action by the holders of Bonds of
any series established in the Nineteenth Supplemental Indenture or in any
subsequent supplemental indenture.
If an event of default, as defined in the Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Indenture may
be declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that such
declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding.
No recourse shall be had for the payment of the principal of or the
interest or premium, if any, on this Bond, or for any claim based hereon or on
the Indenture or any indenture supplemental thereto, against any incorporator,
or against any stockholder, director or officer, past, present or future, of the
Company, or of any predecessor or successor corporation, as such, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution or statute or
otherwise, of incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Bond and as part of the
consideration for the issue hereof, and being likewise released by the terms of
the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose,
until the Trustee under the Indenture, or a successor trustee thereto under the
Indenture, shall have signed the form of certificate of authentication endorsed
hereon.
IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has caused
this Bond to be signed in its name by its President or a Vice President and its
corporate seal to be hereto affixed and attested by its Secretary or an
Assistant Secretary.
Dated:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
<PAGE> 15
11
By ......................................................
Vice President
ATTEST:
...........................
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated and described in the
within-mentioned Indenture and Supplemental Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Trustee
By.......................................................
Authorized Officer
[END OF FORM OF FULLY REGISTERED BOND OF COLLATERAL SERIES A]
ARTICLE III
CREATION, PROVISIONS, REDEMPTION, PRINCIPAL AMOUNT
AND FORM OF BONDS OF COLLATERAL SERIES B
SECTION 1. The Company hereby creates a new series of Bonds to be issued
under and secured by the Indenture and to be designated as "First Mortgage
Bonds, Collateral Series B" of the Company and hereinabove and hereinafter
called the "Bonds of Collateral Series B". The Bonds of Collateral Series B
shall be executed, authenticated and delivered in accordance with the provisions
of, and shall in all respects be subject to, all of the terms, conditions and
covenants of the Indenture. The aggregate principal amount of Bonds of
Collateral Series B shall not exceed $90,400,000 but the aggregate principal
amount thereof outstanding at any time shall not exceed such lesser amount as is
equal to 40% of the sum of (a) the Maximum Available Credit Amount (as defined
in the Reimbursement Agreement) from time to time of the Letters of
<PAGE> 16
12
Credit (as defined in its Reimbursement Agreement) plus (b) the aggregate
principal amount of Letter of Credit drawings and Advances (as defined in the
Reimbursement Agreement) outstanding from time to time under the Reimbursement
Agreement minus (c) the amount, if any, of cash collateral held by the LC Agent
Bank under the Reimbursement Agreement ("LC Cash Collateral").
SECTION 2. The Bonds of Collateral Series B shall be dated the date of
authentication, shall be payable in whole or in installments on such date or
dates as the Company has any obligations to (i) reimburse the Fronting Bank (as
defined in the Reimbursement Agreement) for any amounts paid by the Fronting
Bank under a Letter of Credit, or (ii) repay any Advance, but not later than
June 1, 2017, and shall bear interest from the time hereinafter provided at such
rate per annum on each interest payment date (hereinafter defined) as shall
cause the amount of interest payable on such interest payment date on the Bonds
of Collateral Series B to equal 40% of the amount of interest and fees payable
on such interest payment date under the Reimbursement Agreement multiplied by a
fraction, the numerator of which is the aggregate principal amount of Bonds of
Collateral Series B then outstanding and the denominator of which is such
aggregate principal amount plus 40% of the amount, if any, of LC Cash
Collateral. Such interest shall be payable on the same dates as interest or fees
are payable from time to time pursuant to the Reimbursement Agreement (each such
date herein called an "interest payment date"), until the maturity of the Bonds
of Collateral Series B, or, in the case the LC Agent Bank shall demand
redemption of any such Bonds, until the redemption date, or, in the case of any
default by the Company in the payment of the principal due on any such Bonds,
until the Company's obligation with respect to the payment of such principal
shall be discharged as provided in the Indenture. The amount of interest and
fees payable from time to time under the Reimbursement Agreement, the basis on
which such interest is computed and the dates on which such interest and fees
are payable are set forth in the Reimbursement Agreement.
Except as hereinafter provided, each Bond of Collateral Series B shall bear
interest (a) from the interest payment date next preceding the date of such Bond
to which interest has been paid, or (b) if the date of such Bond is an interest
payment date to which interest has been paid, then from such date, or (c) if no
interest has been paid thereon, then from the date of initial issue.
<PAGE> 17
13
SECTION 3. The Bonds of Collateral Series B shall be payable as to
principal and interest at the same place or places as payments are required to
be made by the Company under the Reimbursement Agreement; and both principal and
interest shall be payable in any coin or currency of the United States of
America which at the time of payment shall be legal tender for the payment of
public and private debts.
SECTION 4. The Bonds of Collateral Series B shall be issued as one fully
registered Bond in the denomination of $90,400,000.
SECTION 5. In the manner and subject to the limitations provided in the
Indenture, Bonds of Collateral Series B may be transferred only to a successor
to the LC Agent Bank under the Reimbursement Agreement without charge, except
for any tax or taxes or other governmental charges incident to such transfer or
exchange, at the agency of the Company in the Borough of Manhattan, The City of
New York.
SECTION 6. The Bonds of Collateral Series B shall be registered in the
name of the LC Agent Bank.
SECTION 7. Any payment made in respect of the Company's obligations under
the Reimbursement Agreement shall be deemed a payment in respect of the Bonds of
Collateral Series B, but such payment shall not reduce the principal amount of
the Bonds of Collateral Series B unless the sum of (a) the Maximum Available
Credit Amount of the Letters of Credit plus (b) the aggregate principal amount
of Letter of Credit drawings and Advances then outstanding under the
Reimbursement Agreement is irrevocably reduced concurrently with such payment.
In the event that all of the Company's obligations under the Reimbursement
Agreement have been discharged, the Bonds of Collateral Series B shall be deemed
to be paid in full.
SECTION 8. The Bonds of Collateral Series B shall be redeemable only to
the extent provided in this Article III, subject to the provisions contained in
the form of Bond of Collateral Series B.
SECTION 9. The Bonds of Collateral Series B shall be redeemed by the
Company in whole at any time prior to maturity at a redemption price of 100% of
the principal amount to be redeemed, plus any accrued and unpaid interest to the
redemption date, but only if the Trustee shall receive a written demand from the
LC Agent Bank for redemption of all Bonds of Collateral Series B
<PAGE> 18
14
held by the LC Agent Bank stating that a "Reimbursement Event of Default" under
the Reimbursement Agreement has occurred and is continuing and that payment of
the Advances and all other principal amounts outstanding under the Reimbursement
Agreement, all interest thereon and all other amounts payable thereunder are due
and payable within two Business Days (as defined in the Reimbursement Agreement)
after demand therefor by the Required Banks (as defined in the Reimbursement
Agreement) or are then due and payable; provided, however, that the Bonds of
Collateral Series B shall not be redeemed in the event that prior to the date of
such redemption the Trustee shall have received a certificate of the LC Agent
Bank (a) stating that there has been a waiver of such Reimbursement Event of
Default or (b) withdrawing said written demand. The redemption of the Bonds of
Collateral Series B shall be made forthwith upon receipt of such demand by the
Company from the Required Banks, the LC Agent Bank on behalf of the Required
Banks, or the Trustee.
SECTION 10. The form of the fully registered Bonds of Collateral Series B
and of the Trustee's certificate of authentication thereon, shall be
substantially as follows:
[FORM OF FULLY REGISTERED BOND OF COLLATERAL SERIES B]
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR AGENT BANK UNDER THE
REIMBURSEMENT AGREEMENT DATED AS OF JUNE 29, 1995 AMONG THE COMPANY AND THE
TOLEDO EDISON COMPANY AND BARCLAYS BANK PLC, UNION BANK, SOCIETY NATIONAL BANK
AND CHEMICAL BANK AND THE OTHER BANKS NAMED THEREIN (SUCH REIMBURSEMENT
AGREEMENT, AS AMENDED FROM TIME TO TIME, THE "REIMBURSEMENT AGREEMENT").
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Incorporated under the laws of the State of Ohio
FIRST MORTGAGE BOND, COLLATERAL SERIES B
NO. $
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a corporation organized and
existing under the laws of the State of Ohio (hereinafter called the "Company",
which term shall include any successor corporation as defined
<PAGE> 19
15
in the Indenture hereinafter referred to), for value received, hereby promises
to pay to
, or registered assigns,
the sum of Ninety Million, Four Hundred Thousand Dollars ($90,400,000) or such
lesser amount as is equal to 40% of the sum of (a) the Maximum Available Credit
Amount (as defined in the Reimbursement Agreement) from time to time of the
Letters of Credit (as defined in the Reimbursement Agreement) plus (b) the
aggregate principal amount of Letter of Credit drawings and Advances (as defined
in the Reimbursement Agreement) outstanding from time to time under the
Reimbursement Agreement minus (c) the amount, if any, of cash collateral held by
the Agent Bank (hereinafter defined) under the Reimbursement Agreement ("Cash
Collateral"), in whole or in installments on such date or dates as the Company
has any obligation to (i) reimburse the Fronting Bank (as defined in the
Reimbursement Agreement) for any amounts paid by the Fronting Bank under a
Letter of Credit, or (ii) repay any Advances, but not later than June 1, 2017,
at the same place or places as such reimbursement and repayment obligations are
payable, in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts, and
to pay interest on the unpaid principal amount hereof in like coin or currency
from the time hereinafter provided at such rate per annum on each interest
payment date (hereinafter defined) as shall cause the amount of interest payable
on such interest payment date on the Bonds of Collateral Series B (hereinafter
defined) to equal 40% of the amount of interest and fees payable on such
interest payment date under the Reimbursement Agreement multiplied by a
fraction, the numerator of which is the aggregate principal amount of Bonds of
Collateral Series B then outstanding and the denominator of which is such
aggregate principal amount plus 40% of the amount, if any, of Cash Collateral.
Such interest shall be payable on the same dates as interest or fees are payable
from time to time pursuant to the Reimbursement Agreement (each such date herein
called an "interest payment date"), until the maturity of this Bond, or, if the
Agent Bank shall demand redemption of this Bond, until the redemption date, or,
if the Company shall default in the payment of the principal due on this Bond,
until the Company's obligation with respect to the payment of such principal
shall be discharged as provided in said Indenture. The amount of interest and
fees payable from time to time under the Reimbursement Agreement, the basis on
which such interest and fees are computed and the dates on which such interest
and fees are payable are set forth in the Reimbursement Agreement.
<PAGE> 20
16
Except as hereinafter provided, this Bond shall bear interest (a) from the
interest payment date next preceding the date of this Bond to which interest has
been paid, or (b) if the date of this Bond is an interest payment date to which
interest has been paid, then from such date, or (c) if no interest has been paid
on this Bond, then from the date of initial issue.
This Bond is one of the duly authorized Bonds of the Company (herein called
the "Bonds"), all issued and to be issued under and equally secured by a
Mortgage and Deed of Trust dated July 1, 1940, executed by the Company to
Guaranty Trust Company of New York as Trustee under which The Chase Manhattan
Bank (National Association) is successor trustee (herein called the "Trustee"),
and all indentures supplemental thereto (said Mortgage as so supplemented herein
called the "Indenture") to which reference is hereby made for a description of
the properties mortgaged and pledged, the nature and extent of the security, the
rights of the registered owner or owners of the Bonds and of the Trustee in
respect thereof, and the terms and conditions upon which the Bonds are, and are
to be, secured. The Bonds may be issued in series, for various principal sums,
may mature at different times, may bear interest at different rates and may
otherwise vary as in the Indenture provided. This Bond is the only Bond of a
series designated as the First Mortgage Bonds, Collateral Series B (herein
called the "Bonds of Collateral Series B") limited, except as otherwise provided
in the Indenture, in aggregate principal amount to $90,400,000, but the
aggregate principal amount hereof outstanding at any time shall not exceed such
lesser amount as is equal to 40% of the sum of (a) the Maximum Available Credit
Amount from time to time of the Letters of Credit plus (b) the aggregate
principal amount of Letter of Credit drawings and Advances outstanding from time
to time under the Reimbursement Agreement minus (c) the amount, if any, of Cash
Collateral, and is issued under and secured by the Indenture and described in
the Seventy-First Supplemental Indenture dated June 1, 1995, between the Company
and the Trustee (herein called the "Supplemental Indenture").
The Bonds of Collateral Series B have been issued by the Company to the
Agent Bank (i) to provide for the payment of the Company's obligations to make
payments to any person under the Reimbursement Agreement and (ii) to provide to
such persons the benefits of the security provided for the Bonds of Collateral
Series B.
As used herein, the term "Agent Bank" shall refer to the bank designated in
the Reimbursement Agreement as the party responsible for holding the Bonds of
Collateral Series B as agent for the benefit of the Participating Banks
<PAGE> 21
17
(as defined in the Reimbursement Agreement). The Bonds of Collateral Series B
have been delivered to the Agent Bank as agent for the benefit of the
Participating Banks.
Any payment made in respect of the Company's obligations under the
Reimbursement Agreement shall be deemed a payment in respect of the Bonds of
Collateral Series B, but such payment shall not reduce the principal amount of
the Bonds of Collateral Series B unless the sum of (a) the Maximum Available
Credit Amount of the Letters of Credit plus (b) the aggregate principal amount
of Letter of Credit drawings and Advances then outstanding under the
Reimbursement Agreement is irrevocably reduced concurrently with such payment.
In the event that all of the Company's obligations under the Reimbursement
Agreement have been discharged, this Bond shall be deemed paid in full and shall
be surrendered to the Trustee for cancellation.
The Bonds of Collateral Series B are subject to redemption prior to
maturity as provided in Section 9 of Article III of the Supplemental Indenture
at a redemption price of 100% of the principal amount to be redeemed, any
accrued and unpaid interest and all other amounts payable by the Company under
the Reimbursement Agreement.
To the extent permitted by and as provided in the Indenture, modifications
or alterations of the Indenture, or of any indenture supplemental thereto, and
of the rights and obligations of the Company and of the holders of the Bonds and
coupons may be made with the consent of the Company by an affirmative vote of
not less than 80% in principal amount of the Bonds entitled to vote then
outstanding, at a meeting of Bondholders called and held as provided in the
Indenture, and, in case one or more but less than all of the series of Bonds
then outstanding under the Indenture are so affected, by an affirmative vote of
not less than 80% in principal amount of the Bonds of any series entitled to
vote then outstanding and affected by such modification or alteration; provided,
however, that no such modification or alteration shall be made which will affect
the terms of payment of the principal of or premium, if any, or interest on this
Bond. In the Nineteenth Supplemental Indenture dated November 23, 1976 between
the Company and the Trustee, the Company has modified the Indenture effective
from and after the time when none of the Bonds of any series established prior
to the execution of the Nineteenth Supplemental Indenture shall remain
outstanding so as to change "80%" in the foregoing sentence to "60%" and to make
certain other modifications of the Indenture and has reserved the right to make
certain other modifications of the Indenture without any vote, consent or other
action by the holders of Bonds of
<PAGE> 22
18
any series established in the Nineteenth Supplemental Indenture or in any
subsequent supplemental indenture.
If an event of default, as defined in the Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Indenture may
be declared or may become due and payable, upon the conditions and in the manner
and with the effect provided in the Indenture. The Indenture provides that such
declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding.
No recourse shall be had for the payment of the principal of or the
interest or premium, if any, on this Bond, or for any claim based hereon or on
the Indenture or any indenture supplemental thereto, against any incorporator,
or against any stockholder, director or officer, past, present or future, of the
Company, or of any predecessor or successor corporation, as such, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution or statute or
otherwise, of incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Bond and as part of the
consideration for the issue hereof, and being likewise released by the terms of
the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose,
until the Trustee under the Indenture, or a successor trustee thereto under the
Indenture, shall have signed the form of certificate of authentication endorsed
hereon.
IN WITNESS WHEREOF, The Cleveland Electric Illuminating Company has caused
this Bond to be signed in its name by its President or a Vice President and its
corporate seal to be hereto affixed and attested by its Secretary or an
Assistant Secretary.
<PAGE> 23
19
Dated:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By ......................................................
Vice President
Attest:
...........................
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated and described in the
within-mentioned Indenture and Supplemental Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Trustee
By.......................................................
Authorized Officer
[END OF FORM OF FULLY REGISTERED BOND OF COLLATERAL SERIES B]
ARTICLE IV
THE TRUSTEE
SECTION 1. The Trustee hereby accepts the trusts hereby declared and
provided upon the terms and conditions in the Indenture set forth and upon the
terms and conditions set forth in this Article IV.
SECTION 2. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article XIII
<PAGE> 24
20
of the Indenture shall apply to this Supplemental Indenture with the same force
and effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate.
SECTION 3. For purposes of this Supplemental Indenture (a) the Trustee may
conclusively rely and shall be protected in acting upon the written demand from,
or certificate of, the Revolver Agent Bank, the LC Agent Bank, or any officers'
certificate or opinion of counsel, as to the truth of the statements and the
correctness of the opinions expressed therein, without independent investigation
or verification thereof, subject to Article XIII of the Indenture and (b) a
written demand from, or certificate of, the Revolver Agent Bank or the LC Agent
Bank shall mean a written demand or certificate executed by the president, any
vice president or any authorized officer of the Revolver Agent Bank or the LC
Agent Bank, respectively.
ARTICLE V
MISCELLANEOUS PROVISIONS
This Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original; but such
counterparts shall together constitute but one and the same instrument.
EXECUTION
IN WITNESS WHEREOF, said The Cleveland Electric Illuminating Company has
caused this Supplemental Indenture to be executed on its behalf by its President
or one of its Vice Presidents and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture to be attested by its Secretary or an
Assistant Secretary, and said The Chase Manhattan Bank (National Association),
in evidence of its acceptance of the trust hereby created, has caused this
Supplemental Indenture to be executed on its behalf by one of its Vice
Presidents or one of its Trust Officers and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by one of
its Assistant Trust Officers or Assistant Secretaries, all as of the day and
year first above written.
<PAGE> 25
S-1
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By G.R. LEIDICH
Vice President
Attest: J.T. PERCIO
Secretary
Signed, sealed and acknowledged by
The Cleveland Electric Illuminating Company
in the presence of
PATRICIA BARKEY
- -----------------------------------
Patricia A. Barkey
SONDRA Y. CLARKE
- -----------------------------------
Sondra Y. Clarke
As witnesses
[SEAL]
<PAGE> 26
S-2
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By VALERIE DUNBAR
Second Vice President
Attest: SAM SCHWARTZMAN
Assistant Secretary
Signed, sealed and acknowledged by
The Chase Manhattan Bank
(National Association)
In the presence of
LYNN M. FITZPATRICK
- -----------------------------------
Lynn M. Fitzpatrick
DONNA FITZSIMMONS
- -----------------------------------
Donna Fitzsimmons
As witnesses
[SEAL]
<PAGE> 27
S-3
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this day of June, 1995, before me personally appeared GARY R.
LEIDICH and J. T. PERCIO to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and Secretary, respectively, of
The Cleveland Electric Illuminating Company, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said corporation.
SONDRA Y. CLARKE
SONDRA Y. CLARKE
Notary Public, State of Ohio
Recorded in Cuyahoga Cty.
My Comm. Expires
[SEAL] November 25, 1998
<PAGE> 28
S-4
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
On this day of June, 1995, before me personally appeared VALERIE
DUNBAR and SAM SCHWARTZMAN to me personally known, who being by me severally
duly sworn, did say that they are a Second Vice President and Assistant
Secretary, respectively, of The Chase Manhattan Bank (National Association),
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said officers severally
acknowledged said instrument to be the free act and deed of said corporation.
MARGARET M. PRICE
Notary Public
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
[SEAL] Commission Expires April 22, 1997
This instrument prepared by Kevin P. Murphy, attorney at law.
<PAGE> 29
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
<TABLE>
<CAPTION>
COUNTY VOLUME PAGE FILED FOR RECORD
- ------------------------------- --------------- -----------------------------
<S> <C> <C> <C>
Ohio
Ashtabula 82 1934 June 29, 1995
Cuyahoga 95-05101 51 June 29, 1995
Erie 227 572 June 29, 1995
Geauga 1019 759 June 29, 1995
Lake 1131 311 June 29, 1995
Lorain 1104 759 June 29, 1995
Ottawa 456 871 June 29, 1995
Portage 35 51 June 29, 1995
Stark Instrument No. 95028581 June 29, 1995
Summit 1956 134 June 29, 1995
Trumbull 941 961 June 29, 1995
Pennsylvania
Warren 612 258 June 29, 1995
Beaver 1374 722 June 29, 1995
</TABLE>
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on June 29, 1995 under original file number
13451763, microfilm number 24430561, to comply with the filing requirements of
the Pennsylvania enactment of the Uniform Commercial Code.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RELATED
FORM 10-Q FINANCIAL STATEMENT FOR THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
<CIK> 0000020947
<NAME> THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,867,983
<OTHER-PROPERTY-AND-INVEST> 243,633
<TOTAL-CURRENT-ASSETS> 528,204
<TOTAL-DEFERRED-CHARGES> 1,446,331
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 7,086,151
<COMMON> 1,241,249
<CAPITAL-SURPLUS-PAID-IN> 78,624
<RETAINED-EARNINGS> (166,232)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,153,641
215,420
240,871
<LONG-TERM-DEBT-NET> 2,709,897
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 124,060
39,514
<CAPITAL-LEASE-OBLIGATIONS> 96,547
<LEASES-CURRENT> 52,354
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,453,847
<TOT-CAPITALIZATION-AND-LIAB> 7,086,151
<GROSS-OPERATING-REVENUE> 1,360,578
<INCOME-TAX-EXPENSE> 81,592
<OTHER-OPERATING-EXPENSES> 957,688
<TOTAL-OPERATING-EXPENSES> 1,039,280
<OPERATING-INCOME-LOSS> 321,298
<OTHER-INCOME-NET> 25,110
<INCOME-BEFORE-INTEREST-EXPEN> 346,408
<TOTAL-INTEREST-EXPENSE> 185,218
<NET-INCOME> 161,190
32,127
<EARNINGS-AVAILABLE-FOR-COMM> 129,063
<COMMON-STOCK-DIVIDENDS> 44,606
<TOTAL-INTEREST-ON-BONDS> 233,385
<CASH-FLOW-OPERATIONS> 312,426
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
Exhibit 4(d)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE TOLEDO EDISON COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
TRUSTEE.
------------------------
FORTY-SECOND SUPPLEMENTAL INDENTURE
DATED AS OF MAY 1, 1995
------------------------
(SUPPLEMENTAL TO INDENTURE DATED AS OF APRIL 1, 1947)
------------------------
FIRST MORTGAGE BONDS, 7 5/8% SERIES DUE 2020
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
PARTIES.................................................. 1
RECITALS................................................. 1
FORM OF BOND OF THIS SERIES.............................. 4
GRANTING CLAUSES......................................... 13
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THIS SERIES
SECTION 1. Creation of Bonds of this Series, limit on
amount issuable........................... 13
SECTION 2. Interest Rates, Computation and Payment
Dates..................................... 13
SECTION 3. Place and coin of payment................... 13
SECTION 4. Denominations............................... 14
SECTION 5. Transfer and Exchange....................... 14
SECTION 6. Record date for payment of interest......... 14
SECTION 7. Date of Bonds of this Series................ 15
SECTION 8. Authentication of Bonds of this Series
by Trustee................................ 15
ARTICLE II
REDEMPTION OF BONDS OF THIS SERIES
SECTION 1. Bonds of this Series redeemable............. 15
SECTION 2. Mandatory redemption provisions............. 16
SECTION 3. Certain provisions of Original Indenture
applicable to redemption of Bonds of this
Series.................................... 17
SECTION 4. Bondholder agrees to accept payment of Bonds
of this Series redeemed prior to
maturity.................................. 17
</TABLE>
<PAGE> 3
ii
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
ARTICLE III
PAYMENT DEEMED MADE OF BONDS OF THIS SERIES
SECTION 1. Upon surrender of Authority Bonds
purchased................................. 17
SECTION 2. Upon payment of Authority Bonds............. 18
SECTION 3. Surrender and cancellation of Bonds of this
Series.................................... 18
ARTICLE IV
THE TRUSTEE
SECTION 1. The Trustee accepts trust created by
Forty-second Supplemental Indenture....... 18
SECTION 2. Agency of the Company other than the
Trustee................................... 19
SECTION 3. Trustee advises Company of notations
provided for in Article III............... 19
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 1. Ratification and approval of Original
Indenture as supplemented................. 19
Covenants of Original Indenture, except as
modified, continue in effect.............. 19
SECTION 2. Forty-second Supplemental Indenture may be
executed in counterparts.................. 20
TESTIMONIUM CLAUSE....................................... 20
SIGNATURES AND SEALS..................................... S-1
ACKNOWLEDGMENTS.......................................... S-2
RECORDING AND FILING DATA................................ R-1
</TABLE>
<PAGE> 4
FORTY-SECOND SUPPLEMENTAL INDENTURE, dated as of May 1, 1995, between THE
TOLEDO EDISON COMPANY, a corporation organized and existing under the laws of
the State of Ohio (hereinafter called the "Company"), and THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), a national banking association existing under the
laws of the United States of America, with its head office at 1 Chase Manhattan
Plaza, The City of New York (hereinafter called the "Trustee"), as Trustee.
RECITALS
The Company has heretofore executed and delivered an Indenture of Mortgage
and Deed of Trust dated as of April 1, 1947 (hereinafter referred to as the
"Original Indenture") to The Chase National Bank of the City of New York,
predecessor Trustee, to secure an issue of First Mortgage Bonds of the Company,
issuable in series, and created thereunder an initial series of bonds designated
as First Mortgage Bonds, 2 7/8% Series due 1977, being the initial series of
bonds issued under the Original Indenture; and
The Company has heretofore executed and delivered to The Chase National
Bank of the City of New York, predecessor Trustee, four Supplemental Indentures
supplementing the Original Indenture dated, respectively, September 1, 1948,
April 1, 1949, December 1, 1950 and March 1, 1954 and has heretofore executed
and delivered to The Chase Manhattan Bank, which on March 31, 1955, became the
Trustee under the Original Indenture by virtue of the merger of The Chase
National Bank of the City of New York into President and Directors of The
Manhattan Company under the name of The Chase Manhattan Bank, the Fifth and the
Sixth Supplemental Indentures dated, respectively, February 1, 1956, and May 1,
1958, supplementing the Original Indenture; and
The Chase Manhattan Bank was converted into a national banking association
under the name The Chase Manhattan Bank (National Association), effective
September 23, 1965; and by virtue of said conversion the continuity of the
business of The Chase Manhattan Bank, including its business of acting as
corporate trustee, and its corporate existence, have not been affected, so that
The Chase Manhattan Bank (National Association) is vested with all the trusts,
powers, discretion, immunities, privileges and all other matters as were vested
in said The Chase Manhattan Bank under the Indenture, with like effect as if
originally named as Trustee therein; and
<PAGE> 5
2
The Company has heretofore executed and delivered to the Trustee 35
Supplemental Indentures dated, respectively, as follows: Seventh, August 1,
1967, Eighth, November 1, 1970, Ninth, August 1, 1972, Tenth, November 1, 1973,
Eleventh, July 1, 1974, Twelfth, October 1, 1975, Thirteenth, June 1, 1976,
Fourteenth, October 1, 1978, Fifteenth, September 1, 1979, Sixteenth, September
1, 1980, Seventeenth, October 1, 1980, Eighteenth, April 1, 1981, Nineteenth,
November 1, 1981, Twentieth, June 1, 1982, Twenty-first, September 1, 1982,
Twenty-second, April 1, 1983, Twenty-third, December 1, 1983, Twenty-fourth,
April 1, 1984, Twenty-fifth, October 15, 1984, Twenty-sixth, October 15, 1984,
Twenty-seventh, August 1, 1985, Twenty-eighth, August 1, 1985, Twenty-ninth,
December 1, 1985, Thirtieth, March 1, 1986, Thirty-first, October 15, 1987,
Thirty-second, September 15, 1988, Thirty-third, June 15, 1989, Thirty-fourth,
October 15, 1989, Thirty-fifth, May 15, 1990, Thirty-sixth, March 1, 1991,
Thirty-seventh, May 1, 1992, Thirty-eighth, August 1, 1992, Thirty-ninth,
October 1, 1992, Fortieth, January 1, 1993 and Forty-first, September 15, 1994
supplementing the Original Indenture (The Original Indenture, all the
aforementioned Supplemental Indentures, this Forty-second Supplemental Indenture
and any other indentures supplemental to the Original Indenture are herein
collectively called the "Indenture" and this Forty-second Supplemental Indenture
is hereinafter called "this Supplemental Indenture"); and
Pursuant to the provisions of the Indenture, the Company has issued 47
series of bonds in the aggregate principal amount of $2,017,800,000, of which 29
series (including the Bonds of the 1977 Series issued pursuant to the Original
Indenture) in the aggregate principal amount of $1,145,800,000 are no longer
outstanding and of which additional portions, aggregating $36,875,000 in
principal amount, of 4 other series have been retired; and
The Company covenanted in and by the Original Indenture to execute and
deliver such further instruments and do such further acts as may be necessary or
proper to carry out more effectually the purposes of the Original Indenture and
to make subject to the lien thereof property acquired after the execution and
delivery of the Original Indenture; and
Under Article 3 of the Original Indenture, the Company is authorized to
issue additional bonds upon the terms and conditions expressed in the Original
Indenture; and
The Company proposes to create one new series of First Mortgage Bonds to be
designated as First Mortgage Bonds, 7 5/8% Series due 2020 (hereinafter
<PAGE> 6
3
called the "Bonds of this Series"), with the denominations, rate of interest,
date of maturity, redemption provisions and other provisions and agreements in
respect thereof as in this Supplemental Indenture set forth; and
The Bonds of this Series are to be issued by the Company and delivered to
the Authority Trustee (hereinafter defined) to evidence and secure its
obligation to pay to the Beaver County Industrial Development Authority
(hereinafter called the "Authority") a portion of the Company's share of the
purchase price for certain air and water pollution control facilities and sewage
and solid waste disposal facilities used in connection with the operation of
Beaver Valley Power Station Unit 2, a nuclear powered generating unit located in
Shippingport, Pennsylvania (hereinafter called the "Project Facilities"), such
portion being in an amount equal to the principal amount of the Authority Bonds
(hereinafter defined) issued pursuant to the Beaver Valley Pollution Control
Facilities Agreement dated as of April 1, 1974, among the Authority, the
Company, The Cleveland Electric Illuminating Company, Duquesne Light Company,
Ohio Edison Company and Pennsylvania Power Company; and
That portion of the Company's share of the cost of the Project Facilities
was originally financed with proceeds from the sale by the Authority of
$45,000,000 principal amount of Beaver County Industrial Development Authority
Pollution Control Revenue Bonds, 1984 Series A (The Toledo Edison Company Beaver
Valley Project) (hereinafter called the "Prior Authority Bonds"). The Prior
Authority Bonds are to be refunded from the proceeds of one series of
Collateralized Pollution Control Revenue Refunding Bonds, Series 1995 (The
Toledo Edison Company Beaver Valley Project) (hereinafter called the "Authority
Bonds") to be issued pursuant to a Trust Indenture, dated as of May 1, 1995
(hereinafter called the "Authority Trust Indenture"), between the Authority and
Society National Bank, as trustee, (hereinafter called the "Authority Trustee"),
and the Bonds of this Series are to be assigned by the Authority to the
Authority Trustee as security for the payment of the principal of and premium,
if any, and interest on the Authority Bonds and are to be delivered by the
Company on behalf of the Authority directly to, and registered in the name of,
the Authority Trustee; and
The Company, by appropriate corporate action, has duly resolved and
determined to execute this Supplemental Indenture for the purpose of providing
for the creation of the Bonds of this Series and of specifying the form,
provisions and particulars thereof as in said Original Indenture, as amended,
provided or permitted, including the issuance only of fully registered Bonds,
<PAGE> 7
4
and of giving to the Bonds of this Series the protection and security of the
Indenture; and
The text of the Bonds of this Series is to be substantially in the form
following:
[FORM OF BOND OF THIS SERIES]
THE TOLEDO EDISON COMPANY
FIRST MORTGAGE BOND, 7 5/8% SERIES DUE 2020
DUE MAY 1, 2020
No. OA- $
THE TOLEDO EDISON COMPANY, an Ohio corporation (hereinafter called the
Company), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars or the aggregate unpaid principal amount hereof (as shown on the
Schedule of Payments hereon), whichever is less, on May 1, 2020, at its office
or agency in The City of New York, or, so long as the registered owner of this
Bond is the Authority Trustee (hereinafter defined), at the agency of the
Company in the City of Cleveland, State of Ohio, and semiannually on the same
dates as interest is payable on the Authority Bonds (hereinafter defined; each
such date hereinafter called an interest payment date) and to pay interest on
the unpaid principal amount hereof to the registered owner hereof at said office
or agencies at the rate per annum specified in the title of this Bond, until
maturity, or, if this Bond shall be duly called for redemption, until the
redemption date, or, if the Company shall default in the payment of the
principal amount of this Bond, until the Company's obligation with respect to
the payment of such principal shall be discharged as provided in the Indenture
(hereinafter defined). Except as hereinafter provided, this Bond shall bear
interest from the interest payment date next preceding the date of this Bond to
which interest has been paid, unless this Bond is dated on an interest payment
date, in which case from the date hereof; or unless this Bond is dated prior to
the first interest payment date in respect hereof, in which case from May 1,
1995, and except that if this Bond is delivered on a transfer or exchange of or
in substitution for one or more Bonds of this Series (hereinafter defined) it
shall bear interest from the last preceding date to which interest shall have
been paid on the Bond or Bonds of this Series in respect of which this Bond is
delivered (except that if this Bond is dated between the record date
(hereinafter defined) for any interest payment date and such interest payment
date, then from such interest
<PAGE> 8
5
payment date; provided, however, that if the Company shall default in the
payment of interest due on such interest payment date, then from the next
preceding interest payment date to which interest has been paid on the Bonds of
this Series, or if such interest payment date is the first interest payment date
for Bonds of this Series, then from May 1, 1995). The interest so payable on any
interest payment date will, subject to certain exceptions provided in the
Indenture, be paid to the person in whose name this Bond is registered at the
close of business on the record date, which shall be the "Regular Record Date"
as defined in the Authority Trust Indenture (hereinafter defined), applicable to
the regular interest payment date of any Bond of this Series, if it were an
"Interest Payment Date" as defined in the Authority Trust Indenture. Both the
principal of and the interest on this Bond shall be payable in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
This Bond is one of the Bonds of the Company, known as its First Mortgage
Bonds, issued and to be issued in one or more series under and equally and
ratably secured (except as any sinking, amortization, improvement or other fund,
established in accordance with the provisions of the Indenture, may afford
additional security for the Bonds of any particular series) by a certain
Indenture of Mortgage and Deed of Trust, dated as of April 1, 1947 (hereinafter
called the Original Indenture), made by the Company to The Chase National Bank
of the City of New York (The Chase Manhattan Bank (National Association),
successor), as Trustee (hereinafter called the Trustee), and by certain
indentures supplemental thereto, including the Forty-second Supplemental
Indenture dated as of May 1, 1995 (the Original Indenture and said indentures
supplemental thereto herein collectively called the Indenture and said
Forty-second Supplemental Indenture hereinafter called the Supplemental
Indenture), to which Indenture reference is hereby made for a description of the
property mortgaged, the nature and extent of the security, the rights and
limitations of rights of the Company, the Trustee and the holders of said Bonds
and of the coupons appurtenant to coupon Bonds under the Indenture and the terms
and conditions upon which said Bonds are and are to be issued and secured, to
all of the provisions of which Indenture and of all such supplemental indentures
in respect of such security, including the provisions of the Indenture
permitting the issue of Bonds of any series for property which, under the
restrictions and limitations therein specified, may be subject to liens prior to
the lien of the Indenture, the holder, by accepting this Bond, assents. To the
extent permitted by and as provided in the Indenture, the rights and obligations
of the Company and of the holders of said Bonds and
<PAGE> 9
6
coupons (including those pertaining to any sinking or other fund) may be changed
and modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the Bonds then outstanding, such percentage being
determined as provided in the Indenture; provided, however, that in case such
changes and modifications affect one or more but less than all series of Bonds
then outstanding, they shall be required to be adopted only by the affirmative
vote of the holders of at least 75% in aggregate principal amount of outstanding
Bonds of such one or more series so affected; and further provided, that without
the consent of the holder hereof no such change or modification shall be made
which will extend the time of payment of the principal of, or of the interest or
premium, if any, on this Bond or reduce the principal amount hereof or the rate
of interest or the premium, if any, hereon, or affect any other modification of
the terms of payment of such principal or interest, or premium, if any, or will
permit the creation of any lien ranking prior to or on a parity with the lien of
the Indenture on any of the mortgaged property, or will deprive the holder
hereof of the benefit of a lien upon the mortgaged property for the security of
this Bond, or will reduce the percentage of Bonds required for the adoption of
changes or modifications as aforesaid.
This Bond is one of a series of Bonds designated as the First Mortgage
Bonds, 7 5/8% Series due 2020, of the Company (herein called Bonds of this
Series) limited, except as otherwise provided in the Indenture, in aggregate
principal amount to $45,000,000 and issued under and secured by the Supplemental
Indenture. The Bonds of this Series have been issued by the Company and
delivered to the Authority Trustee to evidence and secure its obligation to pay
to the Beaver County Industrial Development Authority (hereinafter called the
Authority) a portion of the Company's share of the purchase price for certain
air and water pollution control facilities and sewage and solid waste disposal
facilities used in connection with the operation of Beaver Valley Power Station
Unit 2, a nuclear powered generating unit located in Shippingport, Pennsylvania
(hereinafter called the Project Facilities), such portion being in an amount
equal to the principal of the Authority Bonds issued pursuant to the Beaver
Valley Pollution Control Facilities Agreement dated as of April 1, 1974, among
the Authority, the Company, The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company and Pennsylvania Power Company. That
portion of the Company's share of the cost of the Project Facilities was
originally financed with proceeds from the sale by the Authority of certain
bonds, which were refunded from the proceeds of one series of Collateralized
Pollution Control Revenue Refunding Bonds, Series 1995 (The Toledo Edison
Company Beaver Valley Project) (herein called the
<PAGE> 10
7
Authority Bonds) issued pursuant to a Trust Indenture, dated as of May 1, 1995
(herein called the Authority Trust Indenture), between the Authority and Society
National Bank, as trustee, (herein called the Authority Trustee). The Bonds of
this Series have been assigned by the Authority to the Authority Trustee as
security for the payment of the principal of and premium, if any, and interest
on the Authority Bonds and have been delivered by the Company on behalf of the
Authority directly to, and registered in the name of, the Authority Trustee.
In the event any Authority Bonds shall be surrendered to the Authority
Trustee or other person for cancellation pursuant to the Authority Trust
Indenture (except upon exchange for other Authority Bonds), Bonds of this Series
equal in principal amount to such Authority Bonds shall be deemed to have been
paid, but only when and to the extent (a) so noted on the Schedule of Payments
hereon by one of the agencies of the Company hereinabove specified and (if such
agency is not the Trustee) written notice by such agency of such notation has
been received by the Trustee or (b) such Bond is surrendered to and cancelled by
the Trustee as provided in the next paragraph; and in the event and to the
extent the principal of (or premium, if any) or interest on any Authority Bonds
shall be paid or deemed to be paid, an equal amount of principal (or premium, if
any) or interest, as the case may be, payable with respect to an aggregate
principal amount of Bonds of this Series equal to the aggregate principal amount
of such Authority Bonds shall be deemed to have been paid, but, in the case of
such payment of principal, only when and to the extent (i) so noted on the
Schedule of Payments hereon by one of the agencies of the Company hereinabove
specified and (if such agency is not the Trustee) written notice by such agency
of such notation has been received by the Trustee or (ii) this Bond is
surrendered to and cancelled by the Trustee as provided in the next paragraph.
When any such payment of principal of this Bond is made, this Bond shall be
surrendered by the registered owner hereof to an agency of the Company for such
notation and notification or to the Trustee for cancellation.
In the event that this Bond shall be deemed to have been paid in full, this
Bond shall be surrendered to the Trustee for cancellation. In the event that
this Bond shall be deemed to have been paid in part, this Bond may, at the
option of the registered owner, be surrendered to the Trustee for cancellation,
in which event the Trustee shall cancel this Bond and the Company shall execute
and the Trustee shall authenticate and deliver Bonds of this Series in autho-
<PAGE> 11
8
rized denominations in aggregate principal amount equal to the unpaid balance of
the principal amount of this Bond.
The Bonds of this Series are subject to mandatory redemption by the Company
prior to maturity, upon not less than thirty days prior notice, in whole or in
part at any time, all as more fully provided in Section 1 of Article II of the
Supplemental Indenture, in the event the Company exercises its option to direct
the redemption of Authority Bonds pursuant to Section 4.01(a) of the Authority
Trust Indenture, and an equivalent principal amount of Authority Bonds are being
concurrently called for redemption, at a redemption price of 100% of the
principal amount to be redeemed, plus accrued interest to the date fixed for
redemption.
The Bonds of this Series are also subject to mandatory redemption by the
Company prior to maturity at any time (a) in whole upon notice of the occurrence
of an event of default under the Authority Trust Indenture and of the
acceleration of the payment of the principal of the Authority Bonds or (b) in
whole or in part upon a final determination by any federal judicial or
administrative authority that interest on the Authority Bonds is includable for
federal income tax purposes in the gross income of the holders of the Authority
Bonds (other than because a holder is a "substantial user" of the Project
Facilities or a "related person" thereof, as those terms are used in Section
147(a) of the Internal Revenue Code of 1986, as amended) and an equivalent
amount of Authority Bonds are being concurrently called for redemption, in each
case as provided in Section 2 of Article II of the Supplemental Indenture, at a
redemption price of 100% of the principal amount to be redeemed, plus accrued
interest to the date fixed for redemption.
The Bonds of this Series are also subject to mandatory redemption by the
Company prior to stated maturity, all as more fully provided in Section 1 of
Article II of the Supplemental Indenture, in whole or in part, on any date on or
after May 1, 2005, in the event that and to the extent that the Company
exercises its option to direct the redemption of Authority Bonds pursuant to the
Authority Trust Indenture, and an equivalent principal amount of Authority
<PAGE> 12
9
Bonds are being concurrently called for redemption, at redemption prices, plus
accrued and unpaid interest if any, to the redemption date as follows:
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE
REDEMPTION PERIODS OF THE PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
----------------------------------------------------------------
<S> <C>
May 1, 2005 through April 30, 2006 102 %
May 1, 2006 through April 30, 2007 101
May 1, 2007 and thereafter 100
</TABLE>
Any redemption of the Bonds of this Series shall be made in accordance with
the applicable provisions of Sections 5.02, 5.03, 5.04 and 5.05 of the Original
Indenture, unless and to the extent waived in writing by the registered owner or
owners of all Bonds of this Series and such waiver is filed with the Trustee.
If this Bond shall be called for redemption and payment of the redemption
price shall be duly provided by the Company as specified in the Indenture,
interest shall cease to accrue hereon from and after the date of redemption
fixed in the notice thereof.
The principal of this Bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.
This Bond is transferable by the registered owner hereof in person or by
his or her duly authorized attorney at the office or agency of the Company in
The City of New York, upon surrender and cancellation of this Bond, and
thereupon a new fully registered Bond or Bonds of this Series and maturity, for
the same aggregate principal amount, in authorized denominations, will be issued
to the transferee in exchange therefor, as provided in the Indenture. The
Company and the Trustee and any paying agent may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof for the purpose
of receiving payment and for all other purposes. This Bond, alone or with other
Bonds of this Series and maturity, may in like manner be exchanged at such
office or agency for one or more new fully registered Bonds of this Series and
maturity, in authorized denominations, of the same aggregate principal amount.
Upon each such transfer, exchange and re-exchange, the Company will not require
the payment of any charges, other than for any tax or other governmental charge
required to be paid by the Company in connection therewith. In the event less
than all of the Bonds of this Series at the time
<PAGE> 13
10
outstanding are called for redemption, the Company shall not be required (a) to
register any transfer or make any exchange of any such Bond for a period of 15
days before the mailing of the notice of redemption of any such Bond, (b) to
register any transfer or make any exchange of any such Bond so called for
redemption in its entirety, or (c) to register any transfer or make any exchange
of any portion of any such Bond so called for redemption.
No recourse under or upon any covenant or obligation of the Indenture, or
of any indenture supplemental thereto, or of this Bond, for the payment of the
principal of or the interest on this Bond, or for any claim based thereon, or
otherwise in any manner in respect thereof, shall be had against any
incorporator, subscriber to the capital stock, stockholder, officer or director,
as such, of the Company, whether former, present or future, either directly, or
indirectly through the Company or any predecessor or successor corporation or
the Trustee, by the enforcement of any subscription to capital stock, assessment
or otherwise, or by any legal or equitable proceeding by virtue of any
constitution, statute, or otherwise (including, without limiting the generality
of the foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding the corporate
entity of the Company or upon any theory that the Company was acting as the
agent or instrumentality of the stockholders), any and all such liability of
incorporators, stockholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this Bond, and being
likewise waived and released by the terms of the Indenture.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication endorsed hereon shall have been signed by The
Chase Manhattan Bank (National Association) or its successor, as Trustee under
the Indenture.
<PAGE> 14
11
IN WITNESS WHEREOF, THE TOLEDO EDISON COMPANY has caused this Bond to be
signed in its name by its President or a Vice-President, manually or in
facsimile, and its corporate seal to be impressed or imprinted hereon and
attested by a manual or facsimile signature of its Secretary or an Assistant
Secretary.
Dated
THE TOLEDO EDISON COMPANY
By
Vice President.
Attest:
Secretary.
<PAGE> 15
12
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated herein, described in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), AS TRUSTEE
By
Authorized Officer.
[FORM OF SCHEDULE OF PAYMENTS]
SCHEDULE OF PAYMENTS
<TABLE>
<CAPTION>
AGENCY OF
THE
UNPAID COMPANY
PRINCIPAL PRINCIPAL PREMIUM INTEREST MAKING AUTHORIZED
DATE PAYMENT AMOUNT PAYMENT PAYMENT NOTATION OFFICER TITLE
- ------------ ---------- ---------- -------- --------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
[END OF FORM OF BOND OF THIS SERIES]
<PAGE> 16
13
All conditions and requirements necessary to make this Supplemental
Indenture a valid, legal and binding instrument in accordance with its terms and
to make the Bonds of this Series, when duly executed by the Company and
authenticated and delivered by the Trustee, and duly issued, the valid, binding
and legal obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture have been in all respects
duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That The Toledo
Edison Company, the Company herein named, in consideration of the premises and
of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, does
hereby covenant and agree to and with the Trustee and its successors in the
trust under the Indenture, for the benefit of those who shall hold the bonds to
be issued hereunder and thereunder, as hereinafter provided, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THIS SERIES
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as First Mortgage Bonds, 7 5/8%
Series due 2020 (such bonds herein referred to as the "Bonds of this Series").
The Bonds of this Series shall be limited to an aggregate principal amount of
$45,000,000, excluding any Bonds of this Series which may be authenticated in
exchange for or in lieu of or in substitution for or on transfer of other Bonds
of this Series pursuant to any provisions of the Original Indenture or of this
Supplemental Indenture. The Bonds of this Series shall be substantially in the
form hereinbefore recited.
SECTION 2. All Bonds of this Series shall mature May 1, 2020 and shall bear
interest from May 1, 1995 at the rate of 7 5/8% per annum payable semiannually
on the same dates as interest is payable on the Authority Bonds.
SECTION 3. Both principal and interest shall be payable, so long as the
registered owner of the Bonds of this Series is the Authority Trustee, at the
agency of the Company in the City of Cleveland, State of Ohio, but if and when
the registered owner of the Bonds of this Series is not the Authority Trustee,
shall be payable at the office or agency of the Company in The City of New York;
and both principal and interest shall be payable in any coin or
<PAGE> 17
14
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
SECTION 4. The Bonds of this Series shall be issued only as fully
registered Bonds in denominations of $100,000 and any integral multiple thereof.
SECTION 5. Bonds of this Series shall be transferable and exchangeable for
other Bonds of the same series at the office or agency of the Company in The
City of New York, in the manner and upon the terms set forth in sec. 2.05 of the
Original Indenture, but notwithstanding the provisions of sec. 2.08 of the
Original Indenture, no charge shall be made upon any transfer or exchange of
Bonds of said series other than for any tax or taxes or other governmental
charge required to be paid by the Company. In the event less than all of the
Bonds of this Series at the time outstanding are called for redemption, the
Company shall not be required (a) to register any transfer or make any exchange
of any such Bond for a period of 15 days before the mailing of the notice of
redemption of any such Bond, (b) to register any transfer or make any exchange
of any such Bond so called for redemption in its entirety, or (c) to register
any transfer or make any exchange of any portion of any such Bond so called for
redemption.
SECTION 6. The person in whose name any Bond of this Series is registered
at the close of business on any record date (as defined in the text of the Form
of Bond of this Series set forth in this Supplemental Indenture) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such registered
Bond upon any transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest payment date,
in which case such defaulted interest shall be paid to the person in whose name
such Bond (or any Bond or Bonds of this Series issued, directly or after
intermediate transactions, upon transfer or exchange or in substitution thereof)
is registered on the date of payment of such defaulted interest or on a
subsequent record date for such payment if one shall have been established as
hereinafter provided. A subsequent record date may be established by the Company
by notice mailed to the holders of Bonds of this Series not less than 10 days
preceding such record date, which record date shall be not more than 15 days
prior to the subsequent interest payment date.
<PAGE> 18
15
SECTION 7. Except as provided in this Article I, every Bond of this Series
shall be dated and shall bear interest as provided in sec. 2.04 of the Original
Indenture; provided, however, that, so long as there is no existing default in
the payment of interest on said Bonds, the holder of any Bond of this Series
authenticated by the Trustee between the record date for any interest payment
date and such interest payment date shall not be entitled to the payment of the
interest due on such interest payment date and shall have no claim against the
Company with respect thereto; provided, further, that, if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, then any such Bond shall bear interest from the interest payment
date next preceding the date of such Bond to which interest has been paid or, if
the Company shall be in default with respect to the interest due on the first
interest payment date of such Bond, then from May 1, 1995.
SECTION 8. The Bonds of this Series may be executed by the Company and
delivered to the Trustee and, upon compliance with all applicable provisions and
requirements of the Original Indenture in respect thereof, shall be
authenticated by the Trustee and delivered (without awaiting the filing or
recording of this Supplemental Indenture) in accordance with the written order
or orders of the Company.
ARTICLE II
REDEMPTION OF BONDS OF THIS SERIES
SECTION 1. The Bonds of this Series shall, in the manner provided in
Article 5 of the Original Indenture, be subject to redemption by the Company
prior to maturity, as follows:
(a) In the event the Company exercises its option to direct the
redemption of Authority Bonds upon the occurrence of any of the events
described in Section 4.01(a) of the Authority Trust Indenture, in whole or
in part, in each case at a redemption price of 100% of the principal
amount, plus accrued interest to the date fixed for redemption; or
(b) In whole or in part on any date on or after May 1, 2005, in the
event that and to the extent that the Company exercises its option to
direct the redemption of Authority Bonds pursuant to Section 4.01(c) of the
Authority Trust Indenture, at redemption prices equal to the following
percentages of the principal amount to be redeemed, plus accrued interest
to the date fixed for redemption:
<PAGE> 19
16
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE
REDEMPTION PERIODS OF THE PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
----------------------------------------------------------------
<S> <C>
May 1, 2005 through April 30, 2006....... 102 %
May 1, 2006 through April 30, 2007....... 101
May 1, 2007 and thereafter............... 100
</TABLE>
Any redemption under this Section 1 shall occur only upon receipt by the
Trustee of a certificate of the Company to the effect that (i) the Company has
given notice to the Authority Trustee that the Company is exercising its option
to direct redemption of Authority Bonds as provided in Section 4.01(a) or
4.01(c) of the Authority Trust Indenture and (ii) an equivalent principal amount
of Authority Bonds are being currently called for redemption. Such certificate
shall specify the principal amount of the Bonds of this Series to be redeemed,
shall have attached to it a copy of said notice to the Authority Trustee and
shall specify the redemption date of such Bonds of this Series, which redemption
date shall not be less than forty-five (45) days from the date of the Trustee's
receipt of such certificate and shall be the same as the redemption date
specified in the attached notice for the Authority Bonds being concurrently
redeemed.
SECTION 2.(a) The Bonds of this Series shall be subject to mandatory
redemption by the Company in whole at any time prior to maturity if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all
Bonds of this Series held by the Authority Trustee, stating that an "event of
default" under the Authority Trust Indenture has occurred and is continuing and
that payment of the principal of the Authority Bonds has been accelerated;
provided, however, that the Bonds of this Series shall not be redeemed under
this Section 2(a) in the event that prior to the date fixed for redemption: (i)
the Trustee shall have received a certificate of the Authority Trustee (a)
stating that there has been a waiver of such acceleration or (b) withdrawing
said written demand, or (ii) if an event of default under Section 9.01 of
Article 9 of the Original Indenture shall have occurred and be continuing, there
has been an acceleration of the principal of the Bonds of this Series. Any such
redemption shall be made on a date selected by the Company not more than 45 days
after receipt of the written demand at a redemption price of 100% of the
principal amount to be redeemed, plus accrued interest to the date fixed for
redemption.
<PAGE> 20
17
(b) The Bonds of this Series shall also be subject to special mandatory
redemption by the Company in whole or in part at any time at a redemption price
of 100% of the principal amount thereof, plus accrued interest to the date fixed
for redemption, at the earliest practicable date selected by the Authority
Trustee, after consultation with the Company, but in any event no later than 180
days following the Authority Trustee's notification of a Determination of
Taxability (as defined in the Authority Trust Indenture). Any special mandatory
redemption hereunder shall be made only upon receipt by the Trustee of a
certificate of the Company to the effect that the Company is delivering moneys
to redeem Bonds of this Series in order to provide the Authority Trustee with
the moneys needed to redeem Authority Bonds in accordance with Section 4.01(b)
of the Authority Trust Indenture. Such certificate shall specify the principal
amount of Authority Bonds to be redeemed and the redemption date of the Bonds of
this Series, which date shall be the same as the redemption date for the
Authority Bonds being concurrently redeemed.
SECTION 3. The provisions of sec.5.02, sec.5.03, sec.5.04 and sec.5.05 of
the Original Indenture shall be applicable to Bonds of this Series, provided
that upon deposit with the Trustee of money to redeem Bonds of this Series, such
money shall be immediately available for payment.
SECTION 4. The holder of each and every Bond of this Series issued
hereunder hereby agrees to accept payment thereof prior to maturity on the terms
and conditions provided for in this Article II.
ARTICLE III
PAYMENT DEEMED MADE OF BONDS OF THIS SERIES
SECTION 1. In the event any Authority Bonds shall be purchased by the
Company and surrendered by it to the Authority Trustee for cancellation or shall
be otherwise surrendered to the Authority Trustee for cancellation pursuant to
the Authority Trust Indenture (except upon exchange for other Authority Bonds),
Bonds of this Series equal in principal amount and maturity to the Authority
Bonds so surrendered shall be deemed to have been paid, but only when and to the
extent that (a) such payment of the principal amount of such Bonds of this
Series shall be noted by an agency of the Company on the Schedule of Payments on
such Bonds of this Series and (if such agency is not the Trustee) written notice
by such agency of such notation shall have been received by the Trustee or (b)
such Bonds of this Series shall have been
<PAGE> 21
18
surrendered to and cancelled by the Trustee as provided in Section 3 of this
Article III.
SECTION 2. In the event and to the extent the principal of or premium, if
any, or interest on any Authority Bonds shall be paid out of funds held by the
Authority Trustee or out of any other funds or shall otherwise be deemed to be
paid, an equal amount of principal of or premium, if any, or interest on, as the
case may be, Bonds of this Series shall be deemed to have been paid, but in the
case of such payments of principal on such Bonds of this Series, only when and
to the extent that (a) such payment of the principal amount of such Bonds of
this Series shall be noted by an agency of the Company on the Schedule of
Payments on such Bonds of this Series and (if such agency is not the Trustee)
written notice by such agency of such notation shall have been received by the
Trustee or (b) such Bonds of this Series shall have been surrendered to and
cancelled by the Trustee as provided in Section 3 of this Article III.
SECTION 3. When payment of any principal amount of a Bond of this Series
shall be deemed to have been made as provided in Section 1 or 2 of this Article
III, the registered owner thereof shall surrender such Bond to an agency of the
Company for notation and notification or to the Trustee for cancellation as
provided in said Section. All Bonds of this Series which shall be deemed to have
been paid in full as provided in said Section 1 or 2 shall be surrendered to the
Trustee for cancellation and the Trustee shall forthwith cancel the same. In the
event that part of a Bond of this Series shall be deemed to have been paid as
provided in said Section 1 or 2, the registered owner may at its option
surrender such Bond to the Trustee for cancellation, in which event the Trustee
shall cancel such Bond and the Company shall execute and the Trustee shall
authenticate and deliver, without charge to the registered owner, Bonds of this
Series in such authorized denominations as shall be specified by the registered
owner in an aggregate principal amount equal to the unpaid balance of the
principal amount of such surrendered Bond.
ARTICLE IV
THE TRUSTEE
SECTION 1. The Trustee accepts the trusts created by this Supplemental
Indenture upon the terms and conditions in the Original Indenture and in this
Supplemental Indenture set forth. The recitals in this Supplemental Indenture
are made by the Company only and not by the Trustee. Each and every term and
condition contained in Article 13 of the Original Indenture shall apply to
<PAGE> 22
19
this Supplemental Indenture with the same force and effect as if the same were
herein set forth in full, with such omissions, variations and modifications
thereof as may be appropriate to make the same conform to this Supplemental
Indenture.
SECTION 2. The Company shall cause any agency of the Company, other than
the Trustee, which it may appoint from time to time to act as such agency in
respect of the Bonds of this Series, to execute and deliver to the Trustee an
instrument in which such agency shall:
(a) Agree to keep and maintain, and furnish to the Trustee from time
to time as reasonably requested by the Trustee, appropriate records of all
transactions carried out by it as such agency and to furnish the Trustee
such other information and reports as the Trustee may reasonably require;
and
(b) Certify that it is eligible for appointment as such agency and
agree to notify the Trustee promptly if it shall cease to be so eligible;
provided, however, that the Company, in lieu of causing any such agency to
furnish such an instrument, may make such other arrangements with the Trustee in
respect of any such agency as shall be satisfactory to the Trustee.
SECTION 3. The Trustee shall advise the Company, promptly, in writing of
the notation or receipt of written notice of notation on or cancellation of any
Bond of this Series provided for in Article III of this Supplemental Indenture.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 1. The Original Indenture, as heretofore supplemented, is in all
respects ratified and confirmed, and the Original Indenture, this Supplemental
Indenture and all other indentures supplemental to the Original Indenture shall
be read, taken and construed as one and the same instrument. Neither the
execution of this Supplemental Indenture nor anything herein contained shall be
construed to impair the lien of the Indenture on any of the property subject
thereto, and such lien shall remain in full force and effect as security for all
bonds now outstanding or hereafter issued under the Indenture. All covenants and
provisions of the Original Indenture, except as modified by this Supplemental
Indenture and all other indentures supplemental to the Original Indenture, shall
continue in full force and effect for the respective periods of
<PAGE> 23
20
time therein specified, and this Supplemental Indenture shall form part of the
Indenture. All terms defined in Article 1 of the Original Indenture shall, for
all purposes of this Supplemental Indenture, have the meanings in said Article 1
specified, except as modified by this Supplemental Indenture and all other
indentures supplemental to the Original Indenture and unless the context
otherwise requires.
SECTION 2. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, The Toledo Edison Company has caused its corporate name
to be hereunto affixed, this instrument to be signed by its President or a Vice
President and its corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary for and in its behalf and The Chase
Manhattan Bank (National Association), as Trustee, in evidence of its acceptance
of the trust hereby created, has caused its corporate name to be hereunto
affixed, this instrument to be signed by its President or a Vice President and
its corporate seal to be hereunto affixed and attested by its Secretary, an
Assistant Secretary or a Corporate Trust Officer, for and in its behalf, all as
of the day and year first above written.
<PAGE> 24
S-1
THE TOLEDO EDISON COMPANY
BY TERRENCE G. LINNERT
Vice President
Attest:
J. T. PERCIO
[SEAL] Secretary
Signed, sealed and acknowledged on behalf of
The Toledo Edison Company
in the presence of
PATRICIA BARKEY
Patricia Barkey
SONDRA CLARKE
Sondra Clarke
As witnesses
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee,
By VALERIE DUNBAR
Second Vice President
Attest:
BROOKS VON ARX, JR.
[SEAL] Corporate Trust Officer
Signed, sealed and acknowledged on behalf of
The Chase Manhattan Bank
(National Association)
in the presence of
R. J. HALLERAN
Ronald J. Halleran
L. M. FITZPATRICK
Lynn M. Fitzpatrick
As witnesses
<PAGE> 25
S-2
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this 5th day of May, 1995, before me personally appeared TERRENCE G.
LINNERT and J. T. PERCIO to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and the Secretary, respectively,
of The Toledo Edison Company, that the seal affixed to the foregoing instrument
is the corporate seal of said corporation and that said instrument was signed
and sealed in behalf of said corporation by authority of its Board of Directors;
and said officers severally acknowledged said instrument to be the free act and
deed of said corporation.
AMY B. MCCABE
Notary Public
Amy B. McCabe
Notary Public, State of Ohio
Recorded in Cuyahoga County
My commission expires October 23,
1999
[SEAL]
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
On this 8th day of May, 1995, before me personally appeared VALERIE DUNBAR
and BROOKS VON ARX, JR. to me personally known, who being by me severally duly
sworn, did say that they are a Second Vice President and a Corporate Trust
Officer, respectively, of The Chase Manhattan Bank (National Association), that
the seal affixed to the foregoing instrument is the corporate seal of said
association and that said instrument was signed and sealed in behalf of said
association by authority of its Board of Directors; and said officers severally
acknowledged said instrument to be the free act and deed of said association.
MARGARET M. PRICE
Notary Public
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Commission Expires April 22, 1997
[SEAL]
THIS INSTRUMENT PREPARED BY BRUCE T. ROSENBAUM, ATTORNEY AT LAW.
<PAGE> 26
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
<TABLE>
<CAPTION>
FILED FOR
COUNTY VOLUME PAGE(S) RECORD
- ------------------------- ---------- ------------ ---------------------
<S> <C> <C> <C>
Ohio
Belmont................ 636 252 May 12, 1995
Defiance............... 322 1054 May 12, 1995
Erie................... 221 180 May 11, 1995
Fulton................. 327 547 May 11, 1995
Henry.................. 209 39 May 11, 1995
Lake................... 1115 759 May 12, 1995
Lorain................. 1081 63 May 12, 1995
Monroe................. 13 128 May 12, 1995
Ottawa................. 454 13 May 11, 1995
Paulding............... 291 124 May 12, 1995
Putnam................. 574 183 May 12, 1995
Sandusky............... 477 964 May 12, 1995
Seneca................. 510 751 May 12, 1995
Williams............... 348 618 May 12, 1995
Wood................... 1008 985 May 12, 1995
Pennsylvania
Beaver................. 1367 585 May 12, 1995
</TABLE>
<TABLE>
<CAPTION>
MICROFICHE
------------------------------
<S> <C> <C> <C>
Lucas, Ohio.......... 95-885B08 May 12, 1995
</TABLE>
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on May 12, 1995 under original or amendment file
number 07851362, microfilm number 24280157, to comply with the filing
requirements of the Pennsylvania enactment of the Uniform Commercial Code.
<PAGE> 1
Exhibit 4(e)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE TOLEDO EDISON COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
TRUSTEE.
------------------------
FORTY-THIRD SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1995
------------------------
(SUPPLEMENTAL TO INDENTURE DATED AS OF APRIL 1, 1947)
------------------------
FIRST MORTGAGE BONDS, COLLATERAL SERIES C
FIRST MORTGAGE BONDS, COLLATERAL SERIES D
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TABLE OF CONTENTS
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<S> <C> <C>
PARTIES.................................................. 1
RECITALS................................................. 1
FORM OF BOND OF THE 49TH SERIES.......................... 4
FORM OF BOND OF THE 50TH SERIES.......................... 9
GRANTING CLAUSES......................................... 14
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THE 49TH SERIES
SECTION 1. Creation of Bonds of the 49th Series, limit
on amount issuable........................ 14
SECTION 2. Interest Rate, Computation and Payment
Dates..................................... 15
SECTION 3. Place and coin of payment................... 15
SECTION 4. Denomination................................ 15
SECTION 5. Transfer of Bonds of the 49th Series........ 15
SECTION 6. Registration of Bonds of the 49th Series.... 16
SECTION 7. Payments on Bonds of the 49th Series........ 16
SECTION 8. Authentication of Bonds of the 49th Series
by Trustee................................ 16
SECTION 9. Redemption of Bonds of the 49th Series...... 16
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<PAGE> 3
ii
<TABLE>
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ARTICLE II
CREATION AND DESCRIPTION OF BONDS OF THE 50TH SERIES
SECTION 1. Creation of Bonds of the 50th Series, limit
on amount issuable........................ 17
SECTION 2. Interest Rate, Computation and Payment
Dates..................................... 17
SECTION 3. Place and coin of payment................... 18
SECTION 4. Denomination................................ 18
SECTION 5. Transfer of Bonds of the 50th Series........ 18
SECTION 6. Registration of Bonds of the 50th Series.... 18
SECTION 7. Payments on Bonds of the 50th Series........ 18
SECTION 8. Authentication of Bonds of the 50th Series
by Trustee................................ 18
SECTION 9. Redemption of Bonds of the 50th Series...... 19
ARTICLE III
THE TRUSTEE
The Trustee accepts trust created by Forty-third
Supplemental Indenture................................. 19
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 1. Ratification and approval of Original
Indenture as supplemented................. 20
Covenants of Original Indenture, except as
modified, continue in effect.............. 20
SECTION 2. Forty-third Supplemental Indenture may be
executed in counterparts.................. 20
TESTIMONIUM CLAUSE....................................... 20
COMPANY'S SIGNATURES..................................... S-1
TRUSTEE'S SIGNATURES..................................... S-2
COMPANY'S ACKNOWLEDGMENT................................. S-3
TRUSTEE'S ACKNOWLEDGMENT................................. S-4
</TABLE>
<PAGE> 4
FORTY-THIRD SUPPLEMENTAL INDENTURE, dated as of June 1, 1995, between THE
TOLEDO EDISON COMPANY, a corporation organized and existing under the laws of
the State of Ohio (hereinafter called the "Company"), and THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), a national banking association existing under the
laws of the United States of America, with its head office at 1 Chase Manhattan
Plaza, The City of New York (hereinafter called the "Trustee"), as Trustee.
RECITALS
The Company has heretofore executed and delivered an Indenture of Mortgage
and Deed of Trust dated as of April 1, 1947 (hereinafter referred to as the
"Original Indenture") to The Chase National Bank of the City of New York,
predecessor Trustee, to secure an issue of First Mortgage Bonds of the Company,
issuable in series, and created thereunder an initial series of bonds designated
as First Mortgage Bonds, 2 7/8% Series due 1977, being the initial series of
bonds issued under the Original Indenture; and
The Company has heretofore executed and delivered to The Chase National
Bank of the City of New York, predecessor Trustee, four Supplemental Indentures
supplementing the Original Indenture dated, respectively, September 1, 1948,
April 1, 1949, December 1, 1950 and March 1, 1954 and has heretofore executed
and delivered to The Chase Manhattan Bank, which on March 31, 1955, became the
Trustee under the Original Indenture by virtue of the merger of The Chase
National Bank of the City of New York into President and Directors of The
Manhattan Company under the name of The Chase Manhattan Bank, the Fifth and the
Sixth Supplemental Indentures dated, respectively, February 1, 1956, and May 1,
1958, supplementing the Original Indenture; and
The Chase Manhattan Bank was converted into a national banking association
under the name The Chase Manhattan Bank (National Association), effective
September 23, 1965; and by virtue of said conversion the continuity of the
business of The Chase Manhattan Bank, including its business of acting as
corporate trustee, and its corporate existence, have not been affected, so that
The Chase Manhattan Bank (National Association) is vested with all the trusts,
powers, discretion, immunities, privileges and all other matters as were vested
in said The Chase Manhattan Bank under the Indenture (hereinafter defined), with
like effect as if originally named as Trustee therein; and
<PAGE> 5
2
The Company has heretofore executed and delivered to the Trustee 35
Supplemental Indentures dated, respectively, as follows: Seventh, August 1,
1967, Eighth, November 1, 1970, Ninth, August 1, 1972, Tenth, November 1, 1973,
Eleventh, July 1, 1974, Twelfth, October 1, 1975, Thirteenth, June 1, 1976,
Fourteenth, October 1, 1978, Fifteenth, September 1, 1979, Sixteenth, September
1, 1980, Seventeenth, October 1, 1980, Eighteenth, April 1, 1981, Nineteenth,
November 1, 1981, Twentieth, June 1, 1982, Twenty-first, September 1, 1982,
Twenty-second, April 1, 1983, Twenty-third, December 1, 1983, Twenty-fourth,
April 1, 1984, Twenty-fifth, October 15, 1984, Twenty-sixth, October 15, 1984,
Twenty-seventh, August 1, 1985, Twenty-eighth, August 1, 1985, Twenty-ninth,
December 1, 1985, Thirtieth, March 1, 1986, Thirty-first, October 15, 1987,
Thirty-second, September 15, 1988, Thirty-third, June 15, 1989, Thirty-fourth,
October 15, 1989, Thirty-fifth, May 15, 1990, Thirty-sixth, March 1, 1991,
Thirty-seventh, May 1, 1992, Thirty-eighth, August 1, 1992, Thirty-ninth,
October 1, 1992, Fortieth, January 1, 1993, Forty-first, September 15, 1994 and
Forty-second, May 1, 1995 supplementing the Original Indenture (the Original
Indenture, all the aforementioned Supplemental Indentures, this Forty-third
Supplemental Indenture and any other indentures supplemental to the Original
Indenture are herein collectively called the "Indenture" and this Forty-third
Supplemental Indenture is hereinafter called "this Supplemental Indenture"); and
Pursuant to the provisions of the Indenture, the Company has issued 48
series of bonds in the aggregate principal amount of $2,062,800,000 of which 29
series (including the Bonds of the 1977 Series issued pursuant to the Original
Indenture) in the aggregate principal amount of $1,145,800,000 are no longer
outstanding and of which additional portions, aggregating $36,875,000 in
principal amount, of four other series have been retired; and
The Company covenanted in and by the Original Indenture to execute and
deliver such further instruments and do such further acts as may be necessary or
proper to carry out more effectually the purposes of the Original Indenture and
to make subject to the lien thereof property acquired after the execution and
delivery of the Original Indenture; and
Under Article 3 of the Original Indenture, the Company is authorized to
issue additional bonds upon the terms and conditions expressed in the Original
Indenture; and
The Company proposes to create two new series of First Mortgage Bonds to be
designated as First Mortgage Bonds, Collateral Series C (hereinafter
<PAGE> 6
3
called the "Bonds of the 49th Series") and First Mortgage Bonds, Collateral
Series D (hereinafter called the "Bonds of the 50th Series") with the respective
denominations, rates of interest, date of maturity, redemption provisions and
other provisions and agreements in respect thereof as in this Supplemental
Indenture set forth; and
The Bonds of the 49th Series are to be issued by the Company and delivered
to the Revolver Agent Bank (hereinafter defined) to (i) provide for the payment
of the Company's obligations to make payments to any person under the Guaranty
dated May 14, 1993 of the Company and The Cleveland Electric Illuminating
Company (such guaranty, as amended from time to time, herein called the
"Guaranty"), in favor of the Lenders party to the Credit Agreement dated as of
May 14, 1993, as amended, among Centerior Energy Corporation and Centerior
Service Company ("Obligors") and Citibank, N.A., as Agent, and the other banks
named therein (such credit agreement, as amended from time to time, herein
called the "Revolving Credit Agreement"), and (ii) to provide to such persons
the benefits of the security provided for the Bonds of the 49th Series. As used
herein, the term "Lenders" shall refer collectively to all banks which are
parties to the Revolving Credit Agreement and the term "Revolver Agent Bank"
shall refer to the bank designated in the Revolving Credit Agreement as the
party responsible for holding the Bonds of the 49th Series as agent for the
benefit of the Lenders.
The Bonds of the 50th Series are to be issued by the Company and delivered
to the LC Agent Bank (hereinafter defined) to (i) provide for the payment of the
Company's obligations to make payments to any person under the Reimbursement
Agreement dated as of June 29, 1995 among the Company, The Cleveland Electric
Illuminating Company, Barclays Bank PLC, Union Bank, Society National Bank and
Chemical Bank, as Co-Agents, and the participating banks named therein (such
reimbursement agreement, as amended from time to time, herein called the
"Reimbursement Agreement") and (ii) to provide to such persons the benefits of
the security provided for the Bonds of the 50th Series. As used herein, the term
"Participating Banks" shall refer collectively to all banks which are parties to
the Reimbursement Agreement and the term "LC Agent Bank" shall refer to the bank
designated in the Reimbursement Agreement as the party responsible for holding
the Bonds of the 50th Series as agent for the benefit of the Participating
Banks.
The Company, by appropriate corporate action, has duly resolved and
determined to execute this Supplemental Indenture for the purpose of providing
for the creation of the Bonds of the 49th Series and the Bonds of the 50th
<PAGE> 7
4
Series and of specifying the form, provisions and particulars thereof as in said
Original Indenture, as amended, provided or permitted, including the issuance
only of fully registered bonds, and of giving to the Bonds of the 49th Series
and the Bonds of the 50th Series the protection and security of the Indenture;
and
The text of the Bonds of the 49th Series is to be substantially in the form
following:
[FORM OF FULLY REGISTERED BOND OF THE 49TH SERIES]
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR AGENT BANK UNDER THE CREDIT
AGREEMENT DATED AS OF MAY 14, 1993, AS AMENDED, AMONG CENTERIOR ENERGY
CORPORATION AND CENTERIOR SERVICE COMPANY (COLLECTIVELY, THE "OBLIGORS") AND
CITIBANK, N.A. AND THE BANKS NAMED THEREIN (SUCH CREDIT AGREEMENT, AS AMENDED
FROM TIME TO TIME, THE "REVOLVING CREDIT AGREEMENT").
THE TOLEDO EDISON COMPANY
FIRST MORTGAGE BOND, COLLATERAL SERIES C
No. - $
THE TOLEDO EDISON COMPANY, an Ohio corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to
or registered assigns, the principal sum of Seventy-five Million
Dollars ($75,000,000) or such lesser principal amount as is equal to 60% of the
aggregate amount from time to time of the Lenders' Commitments (as defined in
the Revolving Credit Agreement), in whole or in installments on such date or
dates as the Company has any obligation to make payments under the Guaranty of
the Company and The Cleveland Electric Illuminating Company dated May 14, 1993,
as amended (the "Guaranty"), in favor of the Lenders (as defined in the
Revolving Credit Agreement), but not later than June 1, 2006, at the same place
or places as payments are required to be made by the Company under the Guaranty,
in any coin or currency of the United States of America which at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest on the unpaid principal amount hereof in like coin or currency
to the registered owner hereof at said place or places at such rate per annum on
each interest payment date (hereinafter
<PAGE> 8
5
defined) as shall cause the amount of interest payable on such interest payment
date on the Bonds of this Series (hereinafter defined) to equal 60% of the
amount of interest and fees payable on such interest payment date under the
Revolving Credit Agreement. Such interest shall be payable on the same dates as
interest or fees are payable from time to time pursuant to the Revolving Credit
Agreement, (each such date herein called an "interest payment date"), until
maturity of this Bond, or, if the Agent Bank shall demand redemption of this
Bond, until the redemption date, or, if the Company shall default in the payment
of the principal due on this Bond, until the Company's obligation with respect
to the payment of such principal shall be discharged as provided in the
Indenture (hereinafter defined). The amount of interest and fees payable from
time to time under the Revolving Credit Agreement, the basis on which such
interest and fees are computed and the dates on which such interest and fees are
payable are set forth in the Revolving Credit Agreement.
Except as hereinafter provided, this Bond shall bear interest (a) from the
interest payment date next preceding the date of this Bond to which interest has
been paid, or (b) if the date of this Bond is an interest payment date to which
interest has been paid, then from such date, or (c) if no interest has been paid
on this Bond, then from the date of initial issue.
This Bond is one of the Bonds of the Company, known as its First Mortgage
Bonds, issued and to be issued in one or more series under and equally and
ratably secured (except as any sinking, amortization, improvement or other fund,
established in accordance with the provisions of said Indenture, may afford
additional security for the Bonds of any particular series) by a certain
Indenture of Mortgage and Deed of Trust, dated as of April 1, 1947 (hereinafter
called the "Original Indenture"), made by the Company to The Chase National Bank
of the City of New York (The Chase Manhattan Bank (National Association),
successor), as Trustee (hereinafter called the "Trustee"), and by certain
indentures supplemental thereto, including the Forty-third Supplemental
Indenture dated as of June 1, 1995 (the Original Indenture and said indentures
supplemental thereto herein collectively called the "Indenture" and said
Forty-third Supplemental Indenture hereinafter called the "Supplemental
Indenture"), to which Indenture reference is hereby made for a description of
the property mortgaged, the nature and extent of the security, the rights and
limitations of rights of the Company, the Trustee and the holders of said Bonds
and of the coupons appurtenant to coupon Bonds under the Indenture and the terms
and conditions upon which said Bonds are and are to be issued and secured, to
all of the provisions of which Indenture and of all
<PAGE> 9
6
such supplemental indentures in respect of such security, including the
provisions of the Indenture permitting the issue of Bonds of any series for
property which, under the restrictions and limitations therein specified, may be
subject to liens prior to the lien of the Indenture, the holder, by accepting
this Bond, assents. To the extent permitted by and as provided in the Indenture,
the rights and obligations of the Company and of the holders of said Bonds and
coupons (including those pertaining to any sinking or other fund) may be changed
and modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the Bonds then outstanding, such percentage being
determined as provided in the Indenture; provided, however, that in case such
changes and modifications affect one or more but less than all series of Bonds
then outstanding, they shall be required to be adopted only by the affirmative
vote of the holders of at least 75% in aggregate principal amount of outstanding
Bonds of such one or more series so affected; and further provided, that without
the consent of the holder hereof no such change or modification shall be made
which will extend the time of payment of the principal of, or of the interest or
premium, if any, on this Bond or reduce the principal amount hereof or the rate
of interest or the premium, if any, hereon, or affect any other modification of
the terms of payment of such principal or interest, or premium, if any, or will
permit the creation of any lien ranking prior to or on a parity with the lien of
the Indenture on any of the mortgaged property, or will deprive the holder
hereof of the benefit of a lien upon the mortgaged property for the security of
this Bond, or will reduce the percentage of Bonds required for the adoption of
changes or modifications as aforesaid.
This Bond is the only Bond of a series of Bonds designated as the First
Mortgage Bonds, Collateral Series C, of the Company (herein called "Bonds of
this Series") limited, except as otherwise provided in the Indenture, in
aggregate principal amount to $75,000,000 but the aggregate principal amount
hereof outstanding at any time shall not exceed such lesser amount as is equal
to 60% of the amount of the Lenders' Commitments and is issued under and secured
by the Supplemental Indenture.
The Bonds of this Series have been issued by the Company to the Agent Bank
to (i) provide for the payment of the Company's obligations to make payments to
any person under the Guaranty, and (ii) to provide to such persons the benefits
of the security provided for the Bonds of this Series.
As used herein, the term "Agent Bank" shall refer to the bank designated in
the Revolving Credit Agreement as the party responsible for holding the Bonds of
this Series as agent for the benefit of the Lenders. The Bonds of this
<PAGE> 10
7
Series have been delivered to the Agent Bank as agent for the benefit of the
Lenders.
Any payment made in respect of the Company's obligations under the Guaranty
or by the Obligors under the Revolving Credit Agreement shall be deemed a
payment in respect of the Bonds of this Series, but such payment shall not
reduce the principal amount of the Bonds of this Series unless the aggregate
amount of the Lenders' Commitments is irrevocably reduced concurrently with such
payment. In the event that all of the Company's obligations under the Guaranty
and the obligations of the Obligors under the Revolving Credit Agreement have
been discharged, this Bond shall be deemed to have been paid in full and shall
be surrendered to the Trustee for cancellation.
The Bonds of this Series are subject to redemption prior to maturity as
provided in Section 9 of Article I of the Supplemental Indenture at a redemption
price of 100% of the principal amount to be redeemed and any accrued and unpaid
interest and all other amounts payable by the Company under the Guaranty.
The principal of this Bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.
No recourse under or upon any covenant or obligation of the Indenture, or
of any indenture supplemental thereto, or of this Bond, for the payment of the
principal of or the interest on this Bond, or for any claim based thereon, or
otherwise in any manner in respect thereof, shall be had against any
incorporator, subscriber to the capital stock, stockholder, officer or director,
as such, of the Company, whether former, present or future, either directly or
indirectly through the Company or any predecessor or successor corporation or
the Trustee, by the enforcement of any subscription to capital stock, assessment
or otherwise, or by any legal or equitable proceeding by virtue of any
constitution, statute, or otherwise (including, without limiting the generality
of the foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding the corporate
entity of the Company or upon any theory that the Company was acting as the
agent or instrumentality of the stockholders), any and all such liability of
incorporators, stockholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this Bond, and being
likewise waived and released by the terms of the Indenture.
<PAGE> 11
8
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication endorsed hereon shall have been signed by The
Chase Manhattan Bank (National Association) or its successor, as Trustee under
the Indenture.
IN WITNESS WHEREOF, THE TOLEDO EDISON COMPANY has caused this Bond to be
signed in its name by its President or a Vice-President and its corporate seal
to be impressed or imprinted hereon and attested by its Secretary or an
Assistant Secretary.
Dated THE TOLEDO EDISON COMPANY
By
Vice President.
Attest:
Secretary.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated herein, described in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), AS TRUSTEE
By
Authorized Officer.
[END OF FORM OF BOND OF THE 49TH SERIES]
<PAGE> 12
9
The text of the Bonds of the 50th Series is to be substantially in the form
following:
[FORM OF FULLY REGISTERED BOND OF THE 50TH SERIES]
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR AGENT BANK UNDER THE
REIMBURSEMENT AGREEMENT DATED AS OF JUNE 29, 1995 AMONG THE COMPANY AND THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY, BARCLAY'S BANK PLC, UNION BANK, SOCIETY
NATIONAL BANK AND CHEMICAL BANK AND THE OTHER BANKS NAMED THEREIN (SUCH
REIMBURSEMENT AGREEMENT, AS AMENDED FROM TIME TO TIME, THE "REIMBURSEMENT
AGREEMENT).
The Toledo Edison Company
FIRST MORTGAGE BOND, COLLATERAL SERIES D
No. - $
THE TOLEDO EDISON COMPANY, an Ohio corporation (hereinafter called the
Company), for value received, hereby promises to pay to
or registered assigns, the principal sum of One Hundred Thirty-five
Million, Six Hundred Thousand Dollars ($135,600,000) or such lesser principal
amount as is equal to 60% of the sum of (a) the Maximum Available Credit Amount
(as defined in the Reimbursement Agreement) from time to time of the Letters of
Credit (as defined in the Reimbursement Agreement) plus (b) the aggregate
principal amount of Letter of Credit drawings and Advances (as defined in the
Reimbursement Agreement) outstanding from time to time under the Reimbursement
Agreement minus (c) the amount, if any, of cash collateral held by the Agent
Bank (hereinafter defined) under the Reimbursement Agreement ("Cash
Collateral"), in whole or in installments on such date or dates as the Company
has any obligation to (i) reimburse the Fronting Bank (as defined in the
Reimbursement Agreement) for any amounts paid by the Fronting Bank under a
Letter of Credit or (ii) repay any Advance, but not later than June 1, 2017, at
the same place or places as such reimbursement and repayment obligations are
payable, in any coin or currency of the United States of America which at the
time of such payment shall be legal tender for the payment of public and private
debts, and to pay interest on the unpaid principal amount hereof in like coin or
currency to the registered
<PAGE> 13
10
owner hereof at said place or places at such rate per annum on each interest
payment date (hereinafter defined) as shall cause the amount of interest payable
on such interest payment date on the Bonds of this Series (hereinafter defined)
to equal 60% of the amount of interest and fees payable on such interest payment
date under the Reimbursement Agreement multiplied by a fraction, the numerator
of which is the aggregate principal amount of Bonds of this Series then
outstanding and the denominator of which is such aggregate principal amount plus
60% of the amount, if any, of Cash Collateral. Such interest shall be payable on
the same dates as interest or fees are payable from time to time pursuant to the
Reimbursement Agreement (each such date hereinafter called an "interest payment
date"), until maturity of this Bond, or, if the Agent Bank shall demand
redemption of this Bond, until the redemption date, or, if the Company shall
default in the payment of the principal due on this Bond, until the Company's
obligation with respect to the payment of such principal shall be discharged as
provided in the Indenture (hereinafter defined). The amount of interest and fees
payable from time to time under the Reimbursement Agreement, the basis on which
such interest and fees are computed and the dates on which such interest and
fees are payable are set forth in the Reimbursement Agreement.
Except as hereinafter provided, this Bond shall bear interest (a) from the
interest payment date next preceding the date of this Bond to which interest has
been paid, or (b) if the date of this Bond is an interest payment date to which
interest has been paid, then from such date, or (c) if no interest has been paid
on this Bond, then from the date of initial issue.
This Bond is one of the Bonds of the Company, known as its First Mortgage
Bonds, issued and to be issued in one or more series under and equally and
ratably secured (except as any sinking, amortization, improvement or other fund,
established in accordance with the provisions of said Indenture, may afford
additional security for the Bonds of any particular series) by a certain
Indenture of Mortgage and Deed of Trust, dated as of April 1, 1947 (hereinafter
called the "Original Indenture"), made by the Company to The Chase National Bank
of the City of New York (The Chase Manhattan Bank (National Association),
successor), as Trustee (hereinafter called the "Trustee"), and by certain
indentures supplemental thereto, including the Forty-third Supplemental
Indenture dated as of June 1, 1995 (the Original Indenture and said indentures
supplemental thereto herein collectively called the "Indenture" and said
Forty-third Supplemental Indenture hereinafter called the "Supplemental
Indenture"), to which Indenture reference is hereby made for a
<PAGE> 14
11
description of the property mortgaged, the nature and extent of the security,
the rights and limitations of rights of the Company, the Trustee and the holders
of said Bonds and of the coupons appurtenant to coupon Bonds under the Indenture
and the terms and conditions upon which said Bonds are and are to be issued and
secured, to all of the provisions of which Indenture and of all such
supplemental indentures in respect of such security, including the provisions of
the Indenture permitting the issue of Bonds of any series for property which,
under the restrictions and limitations therein specified, may be subject to
liens prior to the lien of the Indenture, the holder, by accepting this Bond,
assents. To the extent permitted by and as provided in the Indenture, the rights
and obligations of the Company and of the holders of said Bonds and coupons
(including those pertaining to any sinking or other fund) may be changed and
modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the Bonds then outstanding, such percentage being
determined as provided in the Indenture; provided, however, that in case such
changes and modifications affect one or more but less than all series of Bonds
then outstanding, they shall be required to be adopted only by the affirmative
vote of the holders of at least 75% in aggregate principal amount of outstanding
Bonds of such one or more series so affected; and further provided, that without
the consent of the holder hereof no such change or modification shall be made
which will extend the time of payment of the principal of, or of the interest or
premium, if any, on this Bond or reduce the principal amount hereof or the rate
of interest or the premium, if any, hereon, or affect any other modification of
the terms of payment of such principal or interest, or premium, if any, or will
permit the creation of any lien ranking prior to or on a parity with the lien of
the Indenture on any of the mortgaged property, or will deprive the holder
hereof of the benefit of a lien upon the mortgaged property for the security of
this Bond, or will reduce the percentage of Bonds required for the adoption of
changes or modifications as aforesaid.
This Bond is the only Bond of a series of Bonds designated as the First
Mortgage Bonds, Collateral Series D, of the Company (herein called "Bonds of
this Series") limited, except as otherwise provided in the Indenture, in
aggregate principal amount to $135,600,000 but the aggregate principal amount
hereof outstanding at any time shall not exceed such lesser amount as is equal
to 60% of the sum of (a) the Maximum Available Credit Amount from time to time
of the Letters of Credit plus (b) the aggregate principal amount of Letter of
Credit drawings and Advances outstanding from time to time under the
Reimbursement Agreement minus (c) the amount, if any, of
<PAGE> 15
12
Cash Collateral, and is issued under and secured by the Supplemental Indenture.
The Bonds of this Series have been issued by the Company to the Agent Bank
to (i) provide for the payment of the Company's obligations to make payments to
any person under the Reimbursement Agreement and (ii) to provide to such persons
the benefits of the security provided for the Bonds of this Series.
As used herein, the term "Agent Bank" shall refer to the bank designated in
the Reimbursement Agreement as the party responsible for holding the Bonds of
this Series as agent for the benefit of the Participating Banks (as defined in
the Reimbursement Agreement). The Bonds of this Series have been delivered to
the Agent Bank as agent for the Participating Banks.
Any payment made in respect of the Company's obligations under the
Reimbursement Agreement shall be deemed a payment in respect of the Bonds of
this Series, but such payment shall not reduce the principal amount of the Bonds
of this Series unless the sum of (a) the Maximum Available Credit Amount of the
Letters of Credit, plus (b) the aggregate principal amount of Letter of Credit
drawings and Advances then outstanding under the Reimbursement Agreement, is
reduced concurrently with such payment. In the event that all of the Company's
obligations under the Reimbursement Agreement have been discharged, this Bond
shall be deemed paid in full and shall be surrendered to the Trustee for
cancellation.
The Bonds of this Series are subject to redemption prior to maturity as
provided in Section 9 of Article II of the Supplemental Indenture at a
redemption price of 100% of the principal amount to be redeemed, any accrued and
unpaid interest and all other amounts payable by the Company under the
Reimbursement Agreement.
The principal of this Bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.
No recourse under or upon any covenant or obligation of the Indenture, or
of any indenture supplemental thereto, or of this Bond, for the payment of the
principal of or the interest on this Bond, or for any claim based thereon, or
otherwise in any manner in respect thereof, shall be had against any
incorporator, subscriber to the capital stock, stockholder, officer or director,
as such, of the Company, whether former, present or future, either directly or
indirectly
<PAGE> 16
13
through the Company or any predecessor or successor corporation or the Trustee,
by the enforcement of any subscription to capital stock, assessment or
otherwise, or by any legal or equitable proceeding by virtue of any
constitution, statute, or otherwise (including, without limiting the generality
of the foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding the corporate
entity of the Company or upon any theory that the Company was acting as the
agent or instrumentality of the stockholders), any and all such liability of
incorporators, stockholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this Bond, and being
likewise waived and released by the terms of the Indenture.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication endorsed hereon shall have been signed by The
Chase Manhattan Bank (National Association) or its successor, as Trustee under
the Indenture.
IN WITNESS WHEREOF, THE TOLEDO EDISON COMPANY has caused this Bond to be
signed in its name by its President or a Vice-President and its corporate seal
to be impressed or imprinted hereon and attested by its Secretary or an
Assistant Secretary.
Dated
THE TOLEDO EDISON COMPANY
By
Vice President.
Attest:
Secretary.
<PAGE> 17
14
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated herein, described in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), AS TRUSTEE
By
Authorized Officer.
[END OF FORM OF BOND OF 50TH SERIES]
All conditions and requirements necessary to make this Supplemental
Indenture a valid, legal and binding instrument in accordance with its terms and
to make the Bonds of the 49th Series and the Bonds of the 50th Series, when duly
executed by the Company and authenticated and delivered by the Trustee, and duly
issued, the valid, binding and legal obligations of the Company, have been done
and performed, and the execution and delivery of this Supplemental Indenture
have been in all respects duly authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That The Toledo
Edison Company, the Company herein named, in consideration of the premises and
of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, does
hereby covenant and agree to and with the Trustee and its successors in the
trust under the Indenture, for the benefit of those who shall hold the bonds to
be issued hereunder and thereunder, as hereinafter provided, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THE 49TH SERIES
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as "First Mortgage Bonds,
Collateral Series C" (such bonds herein referred to as the "Bonds of the 49th
Series"). The Bonds of the 49th Series shall be limited to an aggregate
principal amount of $75,000,000 but the aggregate principal amount thereof
outstanding at any time shall not exceed such lesser amount as is equal to 60%
of the aggregate amount of the Lenders' Commitments (as defined in the Revolving
Credit Agreement). The Bonds of the 49th Series shall be substantially in the
form hereinbefore recited.
<PAGE> 18
15
SECTION 2. The principal of all Bonds of the 49th Series shall be payable
in whole or in installments on such date or dates as the Company has any
obligations under the Guaranty to make any payment to the Lenders, but not later
than June 1, 2006, and shall bear interest from the time hereinafter provided at
such rate per annum on each interest payment date (hereinafter defined) as shall
cause the amount of interest payable on each interest payment date on the Bonds
of the 49th Series to equal 60% of the amount of interest and fees payable on
such interest payment date under the Revolving Credit Agreement. Such interest
shall be payable on the same dates as interest or fees are payable from time to
time pursuant to the Revolving Credit Agreement (each such date herein called an
"interest payment date"), until the maturity of the Bonds of the 49th Series,
or, in the case the Revolver Agent Bank shall demand redemption of any such
Bonds, until the redemption date, or, in the case of any default by the Company
in the payment of the principal due on any such Bonds, until the Company's
obligation with respect to the payment of such principal shall be discharged as
provided in the Indenture. The amount of interest and fees payable from time to
time under the Revolving Credit Agreement, the basis on which such interest and
fees are computed and the dates on which such interest and fees are payable are
set forth in the Revolving Credit Agreement.
Except as hereinafter provided, each Bond of the 49th Series shall bear
interest from the later of the date of initial authentication of such Bond or
the most recent date to which interest has been paid until the principal of such
Bond is paid.
SECTION 3. The Bonds of the 49th Series shall be payable as to principal
and interest at the same place or places as payments are required to be made by
the Company under the Guaranty; and both principal and interest shall be payable
in any coin or currency of the United States of America which at the time of
payment shall be legal tender for the payment of public and private debts.
SECTION 4. The Bonds of the 49th Series shall be issued only as one fully
registered Bond in the denomination of $75,000,000.
SECTION 5. Bonds of the 49th Series shall be transferable only to a
successor Revolver Agent Bank under the Revolving Credit Agreement in the manner
and upon the terms set forth in sec. 2.05 of the Original Indenture, but
notwithstanding the provisions of sec. 2.08 of the Original Indenture, no charge
shall be made upon any transfer or exchange of Bonds of the 49th Series other
<PAGE> 19
16
than for any tax or taxes or other governmental charge required to be paid by
the Company.
SECTION 6. The Bonds of the 49th Series shall be registered in the name of
the Revolver Agent Bank.
SECTION 7. Any payment made in respect of the Company's obligations under
the Guaranty or by the Obligors under the Revolving Credit Agreement shall be
deemed a payment in respect of the Bonds of the 49th Series but such payment
shall not reduce the principal amount of the Bonds of the 49th Series unless the
aggregate amount of the Lenders' Commitments is irrevocably reduced concurrently
with such payment. In the event that all of the Company's obligations under the
Guaranty and the obligations of the Obligors under the Revolving Credit
Agreement have been discharged, the Bonds of the 49th Series shall be deemed to
be paid in full.
SECTION 8. The Bonds of the 49th Series may be executed by the Company and
delivered to the Trustee and, upon compliance with all applicable provisions and
requirements of the Original Indenture in respect thereof, shall be
authenticated by the Trustee and delivered (without awaiting the filing or
recording of this Supplemental Indenture) in accordance with the written order
or orders of the Company.
SECTION 9. The Bonds of the 49th Series shall be redeemed by the Company in
whole at any time prior to maturity at a redemption price of 100% of the
principal amount to be redeemed, plus any accrued and unpaid interest to the
redemption date, but only if the Trustee shall receive a written demand from the
Revolver Agent Bank for redemption of all Bonds of the 49th Series held by the
Revolver Agent Bank stating that an "Event of Default" under the Revolving
Credit Agreement has occurred and is continuing and that payment of the
principal amount outstanding under the Revolving Credit Agreement, all interest
thereon and all other amounts payable thereunder are immediately due and payable
and demanding payment thereof; provided, however, that the Bonds of the 49th
Series shall not be redeemed in the event that prior to the date of such
redemption the Trustee shall have received a certificate of the Revolver Agent
Bank (a) stating that there has been a waiver of such Event of Default, or (b)
withdrawing said written demand. The redemption of the Bonds of the 49th Series
shall be made forthwith upon receipt of such demand by the Company from the
Majority Banks (as defined in the Revolving Credit Agreement), the Revolver
Agent Bank on behalf of the Majority Banks, or the Trustee.
<PAGE> 20
17
ARTICLE II
CREATION AND DESCRIPTION OF BONDS OF THE 50TH SERIES
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as "First Mortgage Bonds,
Collateral Series D" (such bonds herein referred to as the "Bonds of the 50th
Series"). The Bonds of the 50th Series shall be limited to an aggregate
principal amount of $135,600,000 but the aggregate principal amount thereof
outstanding at any time shall not exceed such lesser amount as is equal to 60%
of the sum of (a) the Maximum Available Credit Amount (as defined in the
Reimbursement Agreement) from time to time of the Letters of Credit (as defined
in the Reimbursement Agreement), plus (b) the aggregate principal amount of
Letter of Credit drawings and Advances (as defined in the Reimbursement
Agreement) minus (c) the amount, if any, of cash collateral held by the LC Agent
Bank under the Reimbursement Agreement ("LC Cash Collateral"), outstanding from
time to time under the Reimbursement Agreement. The Bonds of the 50th Series
shall be substantially in the form hereinbefore recited.
SECTION 2. The principal of all Bonds of the 50th Series shall be payable
in whole or in installments on such date or dates as the Company has any
obligations to (i) reimburse the Fronting Bank (as defined in the Reimbursement
Agreement) for any amounts paid by the Fronting Bank under a Letter of Credit
and (ii) repay any Advance, but not later than June 1, 2017, and shall bear
interest from the time hereinafter provided at such rate per annum on each
interest payment date (hereinafter defined) as shall cause the amount of
interest payable on each interest payment date on the Bonds of the 50th Series
to equal 60% of the amount of interest and fees payable on such interest payment
date under the Reimbursement Agreement multiplied by a fraction, the numerator
of which is the aggregate principal amount of Bonds of the 50th Series then
outstanding and the denominator of which is such aggregate principal amount plus
60% of the amount, if any, of LC Cash Collateral. Such interest shall be payable
on the same dates from time to time as interest or fees are payable from time to
time pursuant to the Reimbursement Agreement (each such date herein called an
"interest payment date"), until the maturity of the Bonds of the 50th Series,
or, in the case the LC Agent Bank shall demand redemption of any such Bonds,
until the redemption date, or, in the case of any default by the Company in the
payment of the principal due on any such Bonds, until the Company's obligation
with respect to the payment of such principal shall be discharged as provided in
the Indenture. The amount of
<PAGE> 21
18
interest and fees payable from time to time under the Reimbursement Agreement,
the basis on which such interest and fees are computed and the dates on which
such interest and fees are payable are set forth in the Reimbursement Agreement.
SECTION 3. The Bonds of the 50th Series shall be payable as to principal
and interest at the same place or places as payments are required to be made by
the Company under the Reimbursement Agreement; and both principal and interest
shall be payable in any coin or currency of the United States of America which
at the time of payment shall be legal tender for the payment of public and
private debts.
SECTION 4. The Bonds of the 50th Series shall be issued only as one fully
registered Bond in the denomination of $135,600,000.
SECTION 5. Bonds of the 50th Series shall be transferable only to a
successor LC Agent Bank under the Reimbursement Agreement in the manner and upon
the terms set forth in sec. 2.05 of the Original Indenture, but notwithstanding
the provisions of sec. 2.08 of the Original Indenture, no charge shall be made
upon any transfer or exchange of Bonds of the 50th Series other than for any tax
or taxes or other governmental charge required to be paid by the Company.
SECTION 6. The Bonds the 50th Series shall be registered in the name of the
LC Agent Bank.
SECTION 7. Any payment made in respect of the Company's obligations under
the Reimbursement Agreement shall be deemed a payment in respect of the Bonds of
the 50th Series, but such payment shall not reduce the principal amount of the
Bonds of the 50th Series unless the sum of (a) the Maximum Available Credit
Amount of the Letters of Credit plus (b) the aggregate principal amount of
Letter of Credit drawings and Advances then outstanding under the Reimbursement
Agreement is irrevocably reduced concurrently with such payment. In the event
that all of the Company's obligations under the Reimbursement Agreement have
been discharged, the Bonds of the 50th Series shall be deemed to be paid in
full.
SECTION 8. The Bonds of the 50th Series may be executed by the Company and
delivered to the Trustee and, upon compliance with all applicable provisions and
requirements of the Original Indenture in respect thereof, shall be
authenticated by the Trustee and delivered (without awaiting the filing
<PAGE> 22
19
or recording of this Supplemental Indenture) in accordance with the written
order or orders of the Company.
SECTION 9. The Bonds of the 50th Series shall be redeemed by the Company in
whole at any time prior to maturity at a redemption price of 100% of the
principal amount to be redeemed, plus any accrued and unpaid interest to the
redemption date, but only if the Trustee shall receive a written demand from the
LC Agent Bank for redemption of all Bonds of the 50th Series held by the LC
Agent Bank stating that a "Reimbursement Event of Default" under the
Reimbursement Agreement has occurred and is continuing and that payment of the
Advances and all other principal amounts outstanding under the Reimbursement
Agreement, all interest thereon and all other amounts payable thereunder are due
and payable within two Business Days (as defined in the Reimbursement Agreement)
after demand therefor by the Required Banks (as defined in the Reimbursement
Agreement) or are then due and payable; provided, however, that the Bonds of the
50th Series shall not be redeemed in the event that prior to the date of such
redemption the Trustee shall have received a certificate of the LC Agent Bank
(a) stating that there has been a waiver of such Reimbursement Event of Default
or (b) withdrawing said written demand. The redemption of the Bonds of the 50th
Series shall be made forthwith upon receipt of such demand by the Company from
the Required Banks, the LC Agent Bank on behalf of the Required Banks, or the
Trustee.
ARTICLE III
THE TRUSTEE
The Trustee accepts the trusts created by this Supplemental Indenture upon
the terms and conditions in the Original Indenture and in this Supplemental
Indenture set forth. The recitals in this Supplemental Indenture are made by the
Company only and not by the Trustee. Each and every term and condition contained
in Article 13 of the Original Indenture shall apply to this Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full, with such omissions, variations and modifications thereof as may be
appropriate to make the same conform to this Supplemental Indenture.
<PAGE> 23
20
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 1. The Original Indenture, as heretofore supplemented, is in all
respects ratified and confirmed, and the Original Indenture, this Supplemental
Indenture and all other indentures supplemental to the Original Indenture shall
be read, taken and construed as one and the same instrument. Neither the
execution of this Supplemental Indenture nor anything herein contained shall be
construed to impair the lien of the Indenture on any of the property subject
thereto, and such lien shall remain in full force and effect as security for all
bonds now outstanding or hereafter issued under the Indenture. All covenants and
provisions of the Original Indenture, except as modified by this Supplemental
Indenture and all other indentures supplemental to the Original Indenture, shall
continue in full force and effect for the respective periods of time therein
specified, and this Supplemental Indenture shall form part of the Indenture. All
terms defined in Article 1 of the Original Indenture shall, for all purposes of
this Supplemental Indenture, have the meanings in said Article 1 specified,
except as modified by this Supplemental Indenture and all other indentures
supplemental to the Original Indenture and unless the context otherwise
requires.
SECTION 2. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, The Toledo Edison Company has caused its corporate name
to be hereunto affixed and this instrument to be signed by its President or a
Vice President and its corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary for and in its behalf and The Chase
Manhattan Bank (National Association), as Trustee, in evidence of its acceptance
of the trust hereby created, has caused its corporate name to be hereunto
affixed, this instrument to be signed by its President or a Vice President and
its corporate seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary for and in its behalf, all as of the day and year first
above written.
<PAGE> 24
S-1
THE TOLEDO EDISON COMPANY,
By G.R. LEIDICH
Vice President
Attest: J.T. PERCIO
Secretary
Signed, sealed and acknowledged on behalf of
THE TOLEDO EDISON COMPANY
in the presence of
PATRICIA BARKEY
- -----------------------------------
Patricia A. Barkey
SONDRA Y. CLARKE
- -----------------------------------
Sondra Y. Clarke
As witnesses
[SEAL]
<PAGE> 25
S-2
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee,
By VALERIE DUNBAR
Second Vice President
Attest: SAM SCHWARTZMAN
Assistant Secretary
Signed, sealed and acknowledged on behalf of
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) in the presence of
LYNN M. FITZPATRICK
- -----------------------------------
Lynn M. Fitzpatrick
DONNA FITZSIMMONS
- -----------------------------------
Donna Fitzsimmons
As witnesses
[SEAL]
<PAGE> 26
S-3
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this day of June, 1995, before me personally appeared GARY R.
LEIDICH and J. T. PERCIO to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and the Secretary, respectively,
of The Toledo Edison Company, that the seal affixed to the foregoing instrument
is the corporate seal of said corporation and that said instrument was signed
and sealed in behalf of said corporation by authority of its Board of Directors;
and said officers severally acknowledged said instrument to be the free act and
deed of said corporation.
SONDRA Y. CLARKE
----------------------------
Notary Public
Sondra Y. Clarke
Notary Public, State of Ohio
Recorded in Cuyahoga County
My Commission Expires
November 25, 1998
[SEAL]
<PAGE> 27
S-4
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
On this day of June, 1995, before me personally appeared VALERIE DUNBAR
and SAM SCHWARTZMAN to me personally known, who being by me severally duly
sworn, did say that they are a Second Vice President and an Assistant Secretary,
respectively, of The Chase Manhattan Bank (National Association), that the seal
affixed to the foregoing instrument is the corporate seal of said association
and that said instrument was signed and sealed in behalf of said association by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said association.
MARGARET M. PRICE
----------------------------
Notary Public
Notary Public, State of New
York
No. 24-4980599
Qualified in Kings County
Commission Expires April 22,
1997
THIS INSTRUMENT PREPARED BY KEVIN P. MURPHY, ATTORNEY AT LAW.
[SEAL]
<PAGE> 28
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
<TABLE>
<CAPTION>
COUNTY VOLUME PAGE(S) FILED FOR RECORD
- ------------------------- ---------- ------------ ---------------------
<S> <C> <C> <C>
Ohio
Belmont................ 639 642 June 30, 1995
Defiance............... 324 843 June 29, 1995
Erie................... 227 544 June 29, 1995
Fulton................. 329 547 June 29, 1995
Henry.................. 270 246 June 29, 1995
Lake................... 1131 284 June 29, 1995
Lorain................. 1104 787 June 29, 1995
Monroe................. 14 309 June 30, 1995
Ottawa................. 456 843 June 29, 1995
Paulding............... 292 453 June 29, 1995
Putnam................. 578 192 June 29, 1995
Sandusky............... 479 998 June 29, 1995
Seneca................. 512 636 June 29, 1995
Williams............... 350 655 June 29, 1995
Wood................... 1014 282 June 29, 1995
Pennsylvania
Beaver................. 1374 750 June 29, 1995
</TABLE>
<TABLE>
<CAPTION>
MICROFICHE
----------
<S> <C> <C> <C>
Lucas, Ohio............ 95-1249A07
</TABLE>
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on July 6, 1995 under original or amendment file
number 07851362, microfilm number 24450676, to comply with the filing
requirements of the Pennsylvania enactment of the Uniform Commercial Code.
<PAGE> 1
Exhibit 4(f)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE TOLEDO EDISON COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
TRUSTEE.
------------------------
FORTY-FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF JULY 14, 1995
------------------------
(SUPPLEMENTAL TO INDENTURE DATED AS OF APRIL 1, 1947)
------------------------
FIRST MORTGAGE BONDS, 7 3/4% SERIES DUE 2020-A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
PARTIES.................................................. 1
RECITALS................................................. 1
FORM OF BOND OF THIS SERIES.............................. 4
GRANTING CLAUSES......................................... 13
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THIS SERIES
SECTION 1. Creation of Bonds of this Series, limit on
amount issuable........................... 13
SECTION 2. Interest Rates, Computation and Payment
Dates..................................... 13
SECTION 3. Place and coin of payment................... 13
SECTION 4. Denominations............................... 14
SECTION 5. Transfer and Exchange....................... 14
SECTION 6. Record date for payment of interest......... 14
SECTION 7. Date of Bonds of this Series................ 15
SECTION 8. Authentication of Bonds of this Series
by Trustee................................ 15
ARTICLE II
REDEMPTION OF BONDS OF THIS SERIES
SECTION 1. Bonds of this Series redeemable............. 15
SECTION 2. Mandatory redemption provisions............. 16
SECTION 3. Certain provisions of Original Indenture
applicable to redemption of Bonds of this
Series.................................... 17
SECTION 4. Bondholder agrees to accept payment of Bonds
of this Series redeemed prior to
maturity.................................. 17
</TABLE>
<PAGE> 3
ii
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
ARTICLE III
PAYMENT DEEMED MADE OF BONDS OF THIS SERIES
SECTION 1. Upon surrender of Authority Bonds
purchased................................. 17
SECTION 2. Upon payment of Authority Bonds............. 18
SECTION 3. Surrender and cancellation of Bonds of this
Series.................................... 18
ARTICLE IV
THE TRUSTEE
SECTION 1. The Trustee accepts trust created by
Forty-fourth Supplemental Indenture....... 18
SECTION 2. Agency of the Company other than the
Trustee................................... 19
SECTION 3. Trustee advises Company of notations
provided for in Article III............... 19
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 1. Ratification and approval of Original
Indenture as supplemented................. 19
Covenants of Original Indenture, except as
modified, continue in effect.............. 19
SECTION 2. Forty-fourth Supplemental Indenture may be
executed in counterparts.................. 20
TESTIMONIUM CLAUSE....................................... 20
SIGNATURES AND SEALS..................................... S-1
ACKNOWLEDGMENTS.......................................... S-2
RECORDING AND FILING DATA................................ R-1
</TABLE>
<PAGE> 4
FORTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of July 14, 1995, between THE
TOLEDO EDISON COMPANY, a corporation organized and existing under the laws of
the State of Ohio (hereinafter called the "Company"), and THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), a national banking association existing under the
laws of the United States of America, with its head office at 1 Chase Manhattan
Plaza, The City of New York (hereinafter called the "Trustee"), as Trustee.
RECITALS
The Company has heretofore executed and delivered an Indenture of Mortgage
and Deed of Trust dated as of April 1, 1947 (hereinafter referred to as the
"Original Indenture") to The Chase National Bank of the City of New York,
predecessor Trustee, to secure an issue of First Mortgage Bonds of the Company,
issuable in series, and created thereunder an initial series of bonds designated
as First Mortgage Bonds, 2 7/8% Series due 1977, being the initial series of
bonds issued under the Original Indenture; and
The Company has heretofore executed and delivered to The Chase National
Bank of the City of New York, predecessor Trustee, four Supplemental Indentures
supplementing the Original Indenture dated, respectively, September 1, 1948,
April 1, 1949, December 1, 1950 and March 1, 1954 and has heretofore executed
and delivered to The Chase Manhattan Bank, which on March 31, 1955, became the
Trustee under the Original Indenture by virtue of the merger of The Chase
National Bank of the City of New York into President and Directors of The
Manhattan Company under the name of The Chase Manhattan Bank, the Fifth and the
Sixth Supplemental Indentures dated, respectively, February 1, 1956, and May 1,
1958, supplementing the Original Indenture; and
The Chase Manhattan Bank was converted into a national banking association
under the name The Chase Manhattan Bank (National Association), effective
September 23, 1965; and by virtue of said conversion the continuity of the
business of The Chase Manhattan Bank, including its business of acting as
corporate trustee, and its corporate existence, have not been affected, so that
The Chase Manhattan Bank (National Association) is vested with all the trusts,
powers, discretion, immunities, privileges and all other matters as were vested
in said The Chase Manhattan Bank under the Indenture, with like effect as if
originally named as Trustee therein; and
<PAGE> 5
2
The Company has heretofore executed and delivered to the Trustee 37
Supplemental Indentures dated, respectively, as follows: Seventh, August 1,
1967, Eighth, November 1, 1970, Ninth, August 1, 1972, Tenth, November 1, 1973,
Eleventh, July 1, 1974, Twelfth, October 1, 1975, Thirteenth, June 1, 1976,
Fourteenth, October 1, 1978, Fifteenth, September 1, 1979, Sixteenth, September
1, 1980, Seventeenth, October 1, 1980, Eighteenth, April 1, 1981, Nineteenth,
November 1, 1981, Twentieth, June 1, 1982, Twenty-first, September 1, 1982,
Twenty-second, April 1, 1983, Twenty-third, December 1, 1983, Twenty-fourth,
April 1, 1984, Twenty-fifth, October 15, 1984, Twenty-sixth, October 15, 1984,
Twenty-seventh, August 1, 1985, Twenty-eighth, August 1, 1985, Twenty-ninth,
December 1, 1985, Thirtieth, March 1, 1986, Thirty-first, October 15, 1987,
Thirty-second, September 15, 1988, Thirty-third, June 15, 1989, Thirty-fourth,
October 15, 1989, Thirty-fifth, May 15, 1990, Thirty-sixth, March 1, 1991,
Thirty-seventh, May 1, 1992, Thirty-eighth, August 1, 1992, Thirty-ninth,
October 1, 1992, Fortieth, January 1, 1993, Forty-first, September 15, 1994,
Forty-second, May 1, 1995 and Forty-third, June 1, 1995 supplementing the
Original Indenture (The Original Indenture, all the aforementioned Supplemental
Indentures, this Forty-fourth Supplemental Indenture and any other indentures
supplemental to the Original Indenture are herein collectively called the
"Indenture" and this Forty-fourth Supplemental Indenture is hereinafter called
"this Supplemental Indenture"); and
Pursuant to the provisions of the Indenture, the Company has issued 50
series of bonds in the aggregate principal amount of $2,273,400,000, of which 29
series (including the Bonds of the 1977 Series issued pursuant to the Original
Indenture) in the aggregate principal amount of $1,145,800,000 are no longer
outstanding and of which additional portions, aggregating $36,875,000 in
principal amount, of 4 other series have been retired; and
The Company covenanted in and by the Original Indenture to execute and
deliver such further instruments and do such further acts as may be necessary or
proper to carry out more effectually the purposes of the Original Indenture and
to make subject to the lien thereof property acquired after the execution and
delivery of the Original Indenture; and
Under Article 3 of the Original Indenture, the Company is authorized to
issue additional bonds upon the terms and conditions expressed in the Original
Indenture; and
<PAGE> 6
3
The Company proposes to create one new series of First Mortgage Bonds to be
designated as First Mortgage Bonds, 7 3/4% Series due 2020-A (hereinafter called
the "Bonds of this Series"), with the denominations, rate of interest, date of
maturity, redemption provisions and other provisions and agreements in respect
thereof as in this Supplemental Indenture set forth; and
The Bonds of this Series are to be issued by the Company and delivered to
the Authority Trustee (hereinafter defined) to evidence and secure its
obligation to pay to the Beaver County Industrial Development Authority
(hereinafter called the "Authority") a portion of the Company's share of the
purchase price for certain air and water pollution control facilities and sewage
and solid waste disposal facilities used in connection with the operation of
Beaver Valley Power Station Unit 2, a nuclear powered generating unit located in
Shippingport, Pennsylvania (hereinafter called the "Project Facilities"), such
portion being in an amount equal to the principal amount of the Authority Bonds
(hereinafter defined) issued pursuant to the Beaver Valley Pollution Control
Facilities Agreement dated as of April 1, 1974, among the Authority, the
Company, The Cleveland Electric Illuminating Company, Duquesne Light Company,
Ohio Edison Company and Pennsylvania Power Company; and
That portion of the Company's share of the cost of the Project Facilities
was originally financed with proceeds from the sale by the Authority of
$35,000,000 principal amount of Beaver County Industrial Development Authority
Pollution Control Revenue Bonds, 1985 Series B (The Toledo Edison Company Beaver
Valley Project) (hereinafter called the "Prior Authority Bonds"). The Prior
Authority Bonds are to be refunded from the proceeds of one series of
Collateralized Pollution Control Revenue Refunding Bonds, Series 1995-A (The
Toledo Edison Company Beaver Valley Project) (hereinafter called the "Authority
Bonds") to be issued pursuant to a Trust Indenture, dated as of July 15, 1995
(hereinafter called the "Authority Trust Indenture"), between the Authority and
Society National Bank, as trustee, (hereinafter called the "Authority Trustee"),
and the Bonds of this Series are to be assigned by the Authority to the
Authority Trustee as security for the payment of the principal of and premium,
if any, and interest on the Authority Bonds and are to be delivered by the
Company on behalf of the Authority directly to, and registered in the name of,
the Authority Trustee; and
The Company, by appropriate corporate action, has duly resolved and
determined to execute this Supplemental Indenture for the purpose of providing
for the creation of the Bonds of this Series and of specifying the form,
provisions and particulars thereof as in said Original Indenture, as amended,
<PAGE> 7
4
provided or permitted, including the issuance only of fully registered Bonds,
and of giving to the Bonds of this Series the protection and security of the
Indenture; and
The text of the Bonds of this Series is to be substantially in the form
following:
[FORM OF BOND OF THIS SERIES]
THE TOLEDO EDISON COMPANY
FIRST MORTGAGE BOND, 7 3/4% SERIES DUE 2020-A
DUE MAY 1, 2020
No. OA- $
THE TOLEDO EDISON COMPANY, an Ohio corporation (hereinafter called the
Company), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars or the aggregate unpaid principal amount hereof (as shown on the
Schedule of Payments hereon), whichever is less, on May 1, 2020, at its office
or agency in The City of New York, or, so long as the registered owner of this
Bond is the Authority Trustee (hereinafter defined), at the agency of the
Company in the City of Cleveland, State of Ohio, and semiannually on the same
dates as interest is payable on the Authority Bonds (hereinafter defined; each
such date hereinafter called an interest payment date) and to pay interest on
the unpaid principal amount hereof to the registered owner hereof at said office
or agencies at the rate per annum specified in the title of this Bond, until
maturity, or, if this Bond shall be duly called for redemption, until the
redemption date, or, if the Company shall default in the payment of the
principal amount of this Bond, until the Company's obligation with respect to
the payment of such principal shall be discharged as provided in the Indenture
(hereinafter defined). Except as hereinafter provided, this Bond shall bear
interest from the interest payment date next preceding the date of this Bond to
which interest has been paid, unless this Bond is dated on an interest payment
date, in which case from the date hereof; or unless this Bond is dated prior to
the first interest payment date in respect hereof, in which case from July 15,
1995, and except that if this Bond is delivered on a transfer or exchange of or
in substitution for one or more Bonds of this Series (hereinafter defined) it
shall bear interest from the last preceding date to which interest shall have
been paid on the Bond or Bonds of this Series in respect of which this Bond is
delivered (except that if this Bond is dated between the record date
(hereinafter defined) for any
<PAGE> 8
5
interest payment date and such interest payment date, then from such interest
payment date; provided, however, that if the Company shall default in the
payment of interest due on such interest payment date, then from the next
preceding interest payment date to which interest has been paid on the Bonds of
this Series, or if such interest payment date is the first interest payment date
for Bonds of this Series, then from July 15, 1995). The interest so payable on
any interest payment date will, subject to certain exceptions provided in the
Indenture, be paid to the person in whose name this Bond is registered at the
close of business on the record date, which shall be the "Regular Record Date"
as defined in the Authority Trust Indenture (hereinafter defined), applicable to
the regular interest payment date of any Bond of this Series, if it were an
"Interest Payment Date" as defined in the Authority Trust Indenture. Both the
principal of and the interest on this Bond shall be payable in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
This Bond is one of the Bonds of the Company, known as its First Mortgage
Bonds, issued and to be issued in one or more series under and equally and
ratably secured (except as any sinking, amortization, improvement or other fund,
established in accordance with the provisions of the Indenture, may afford
additional security for the Bonds of any particular series) by a certain
Indenture of Mortgage and Deed of Trust, dated as of April 1, 1947 (hereinafter
called the Original Indenture), made by the Company to The Chase National Bank
of the City of New York (The Chase Manhattan Bank (National Association),
successor), as Trustee (hereinafter called the Trustee), and by certain
indentures supplemental thereto, including the Forty-fourth Supplemental
Indenture dated as of July 14, 1995 (the Original Indenture and said indentures
supplemental thereto herein collectively called the Indenture and said
Forty-fourth Supplemental Indenture hereinafter called the Supplemental
Indenture), to which Indenture reference is hereby made for a description of the
property mortgaged, the nature and extent of the security, the rights and
limitations of rights of the Company, the Trustee and the holders of said Bonds
and of the coupons appurtenant to coupon Bonds under the Indenture and the terms
and conditions upon which said Bonds are and are to be issued and secured, to
all of the provisions of which Indenture and of all such supplemental indentures
in respect of such security, including the provisions of the Indenture
permitting the issue of Bonds of any series for property which, under the
restrictions and limitations therein specified, may be subject to liens prior to
the lien of the Indenture, the holder, by accepting this Bond, assents. To the
extent permitted by and as provided in the Indenture, the rights
<PAGE> 9
6
and obligations of the Company and of the holders of said Bonds and coupons
(including those pertaining to any sinking or other fund) may be changed and
modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the Bonds then outstanding, such percentage being
determined as provided in the Indenture; provided, however, that in case such
changes and modifications affect one or more but less than all series of Bonds
then outstanding, they shall be required to be adopted only by the affirmative
vote of the holders of at least 75% in aggregate principal amount of outstanding
Bonds of such one or more series so affected; and further provided, that without
the consent of the holder hereof no such change or modification shall be made
which will extend the time of payment of the principal of, or of the interest or
premium, if any, on this Bond or reduce the principal amount hereof or the rate
of interest or the premium, if any, hereon, or affect any other modification of
the terms of payment of such principal or interest, or premium, if any, or will
permit the creation of any lien ranking prior to or on a parity with the lien of
the Indenture on any of the mortgaged property, or will deprive the holder
hereof of the benefit of a lien upon the mortgaged property for the security of
this Bond, or will reduce the percentage of Bonds required for the adoption of
changes or modifications as aforesaid.
This Bond is one of a series of Bonds designated as the First Mortgage
Bonds, 7 3/4% Series due 2020-A, of the Company (herein called Bonds of this
Series) limited, except as otherwise provided in the Indenture, in aggregate
principal amount to $35,000,000 and issued under and secured by the Supplemental
Indenture. The Bonds of this Series have been issued by the Company and
delivered to the Authority Trustee to evidence and secure its obligation to pay
to the Beaver County Industrial Development Authority (hereinafter called the
Authority) a portion of the Company's share of the purchase price for certain
air and water pollution control facilities and sewage and solid waste disposal
facilities used in connection with the operation of Beaver Valley Power Station
Unit 2, a nuclear powered generating unit located in Shippingport, Pennsylvania
(hereinafter called the Project Facilities), such portion being in an amount
equal to the principal of the Authority Bonds issued pursuant to the Beaver
Valley Pollution Control Facilities Agreement dated as of April 1, 1974, among
the Authority, the Company, The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company and Pennsylvania Power Company. That
portion of the Company's share of the cost of the Project Facilities was
originally financed with proceeds from the sale by the Authority of certain
bonds, which were refunded from the proceeds of one series of Collateralized
Pollution Control Revenue Refunding Bonds, Series
<PAGE> 10
7
1995-A (The Toledo Edison Company Beaver Valley Project) (herein called the
Authority Bonds) issued pursuant to a Trust Indenture, dated as of July 15, 1995
(herein called the Authority Trust Indenture), between the Authority and Society
National Bank, as trustee, (herein called the Authority Trustee). The Bonds of
this Series have been assigned by the Authority to the Authority Trustee as
security for the payment of the principal of and premium, if any, and interest
on the Authority Bonds and have been delivered by the Company on behalf of the
Authority directly to, and registered in the name of, the Authority Trustee.
In the event any Authority Bonds shall be surrendered to the Authority
Trustee or other person for cancellation pursuant to the Authority Trust
Indenture (except upon exchange for other Authority Bonds), Bonds of this Series
equal in principal amount to such Authority Bonds shall be deemed to have been
paid, but only when and to the extent (a) so noted on the Schedule of Payments
hereon by one of the agencies of the Company hereinabove specified and (if such
agency is not the Trustee) written notice by such agency of such notation has
been received by the Trustee or (b) such Bond is surrendered to and cancelled by
the Trustee as provided in the next paragraph; and in the event and to the
extent the principal of (or premium, if any) or interest on any Authority Bonds
shall be paid or deemed to be paid, an equal amount of principal (or premium, if
any) or interest, as the case may be, payable with respect to an aggregate
principal amount of Bonds of this Series equal to the aggregate principal amount
of such Authority Bonds shall be deemed to have been paid, but, in the case of
such payment of principal, only when and to the extent (i) so noted on the
Schedule of Payments hereon by one of the agencies of the Company hereinabove
specified and (if such agency is not the Trustee) written notice by such agency
of such notation has been received by the Trustee or (ii) this Bond is
surrendered to and cancelled by the Trustee as provided in the next paragraph.
When any such payment of principal of this Bond is made, this Bond shall be
surrendered by the registered owner hereof to an agency of the Company for such
notation and notification or to the Trustee for cancellation.
In the event that this Bond shall be deemed to have been paid in full, this
Bond shall be surrendered to the Trustee for cancellation. In the event that
this Bond shall be deemed to have been paid in part, this Bond may, at the
option of the registered owner, be surrendered to the Trustee for cancellation,
in which event the Trustee shall cancel this Bond and the Company shall execute
and the Trustee shall authenticate and deliver Bonds of this Series in autho-
<PAGE> 11
8
rized denominations in aggregate principal amount equal to the unpaid balance of
the principal amount of this Bond.
The Bonds of this Series are subject to mandatory redemption by the Company
prior to maturity, upon not less than 30 days prior notice, in whole or in part
at any time, all as more fully provided in Section 1 of Article II of the
Supplemental Indenture, in the event the Company exercises its option to direct
the redemption of Authority Bonds pursuant to Section 4.01(a) of the Authority
Trust Indenture, and an equivalent principal amount of Authority Bonds are being
concurrently called for redemption, at a redemption price of 100% of the
principal amount to be redeemed, plus accrued interest to the date fixed for
redemption.
The Bonds of this Series are also subject to mandatory redemption by the
Company prior to maturity at any time (a) in whole upon notice of the occurrence
of an event of default under the Authority Trust Indenture and of the
acceleration of the payment of the principal of the Authority Bonds or (b) in
whole or in part upon a final determination by any federal judicial or
administrative authority that interest on the Authority Bonds is includable for
federal income tax purposes in the gross income of the holders of the Authority
Bonds (other than because a holder is a "substantial user" of the Project
Facilities or a "related person" thereof, as those terms are used in Section
147(a) of the Internal Revenue Code of 1986, as amended) and an equivalent
amount of Authority Bonds are being concurrently called for redemption, in each
case as provided in Section 2 of Article II of the Supplemental Indenture, at a
redemption price of 100% of the principal amount to be redeemed, plus accrued
interest to the date fixed for redemption.
The Bonds of this Series are also subject to mandatory redemption by the
Company prior to stated maturity, all as more fully provided in Section 1 of
Article II of the Supplemental Indenture, in whole or in part, on any date on or
after November 1, 2005, in the event that and to the extent that the Company
exercises its option to direct the redemption of Authority Bonds pursuant to the
Authority Trust Indenture, and an equivalent principal amount of Authority
<PAGE> 12
9
Bonds are being concurrently called for redemption, at redemption prices, plus
accrued and unpaid interest if any, to the redemption date as follows:
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE
REDEMPTION PERIODS OF THE PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
----------------------------------------------------------------
<S> <C>
November 1, 2005 through October 31, 2006 102 %
November 1, 2006 through October 31, 2007 101
November 1, 2007 and thereafter 100
</TABLE>
Any redemption of the Bonds of this Series shall be made in accordance with
the applicable provisions of Sections 5.02, 5.03, 5.04 and 5.05 of the Original
Indenture, unless and to the extent waived in writing by the registered owner or
owners of all Bonds of this Series and such waiver is filed with the Trustee.
If this Bond shall be called for redemption and payment of the redemption
price shall be duly provided by the Company as specified in the Indenture,
interest shall cease to accrue hereon from and after the date of redemption
fixed in the notice thereof.
The principal of this Bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.
This Bond is transferable by the registered owner hereof in person or by
his or her duly authorized attorney at the office or agency of the Company in
The City of New York, upon surrender and cancellation of this Bond, and
thereupon a new fully registered Bond or Bonds of this Series and maturity, for
the same aggregate principal amount, in authorized denominations, will be issued
to the transferee in exchange therefor, as provided in the Indenture. The
Company and the Trustee and any paying agent may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof for the purpose
of receiving payment and for all other purposes. This Bond, alone or with other
Bonds of this Series and maturity, may in like manner be exchanged at such
office or agency for one or more new fully registered Bonds of this Series and
maturity, in authorized denominations, of the same aggregate principal amount.
Upon each such transfer, exchange and re-exchange, the Company will not require
the payment of any charges, other than for any tax or other governmental charge
required to be paid by the Company in connection therewith. In the event less
than all of the Bonds of this Series at the time
<PAGE> 13
10
outstanding are called for redemption, the Company shall not be required (a) to
register any transfer or make any exchange of any such Bond for a period of 15
days before the mailing of the notice of redemption of any such Bond, (b) to
register any transfer or make any exchange of any such Bond so called for
redemption in its entirety, or (c) to register any transfer or make any exchange
of any portion of any such Bond so called for redemption.
No recourse under or upon any covenant or obligation of the Indenture, or
of any indenture supplemental thereto, or of this Bond, for the payment of the
principal of or the interest on this Bond, or for any claim based thereon, or
otherwise in any manner in respect thereof, shall be had against any
incorporator, subscriber to the capital stock, stockholder, officer or director,
as such, of the Company, whether former, present or future, either directly, or
indirectly through the Company or any predecessor or successor corporation or
the Trustee, by the enforcement of any subscription to capital stock, assessment
or otherwise, or by any legal or equitable proceeding by virtue of any
constitution, statute, or otherwise (including, without limiting the generality
of the foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding the corporate
entity of the Company or upon any theory that the Company was acting as the
agent or instrumentality of the stockholders), any and all such liability of
incorporators, stockholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this Bond, and being
likewise waived and released by the terms of the Indenture.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication endorsed hereon shall have been signed by The
Chase Manhattan Bank (National Association) or its successor, as Trustee under
the Indenture.
<PAGE> 14
11
IN WITNESS WHEREOF, THE TOLEDO EDISON COMPANY has caused this Bond to be
signed in its name by its President or a Vice-President, manually or in
facsimile, and its corporate seal to be impressed or imprinted hereon and
attested by a manual or facsimile signature of its Secretary or an Assistant
Secretary.
Dated
THE TOLEDO EDISON COMPANY
By
Vice President.
Attest:
Secretary.
<PAGE> 15
12
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated herein, described in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), AS TRUSTEE
By
Authorized Officer.
[FORM OF SCHEDULE OF PAYMENTS]
SCHEDULE OF PAYMENTS
<TABLE>
<CAPTION>
AGENCY OF
THE
UNPAID COMPANY
PRINCIPAL PRINCIPAL PREMIUM INTEREST MAKING AUTHORIZED
DATE PAYMENT AMOUNT PAYMENT PAYMENT NOTATION OFFICER TITLE
- ------------ ---------- ---------- -------- --------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
[END OF FORM OF BOND OF THIS SERIES]
<PAGE> 16
13
All conditions and requirements necessary to make this Supplemental
Indenture a valid, legal and binding instrument in accordance with its terms and
to make the Bonds of this Series, when duly executed by the Company and
authenticated and delivered by the Trustee, and duly issued, the valid, binding
and legal obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture have been in all respects
duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That The Toledo
Edison Company, the Company herein named, in consideration of the premises and
of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, does
hereby covenant and agree to and with the Trustee and its successors in the
trust under the Indenture, for the benefit of those who shall hold the bonds to
be issued hereunder and thereunder, as hereinafter provided, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THIS SERIES
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as First Mortgage Bonds, 7 3/4%
Series due 2020-A (such bonds herein referred to as the "Bonds of this Series").
The Bonds of this Series shall be limited to an aggregate principal amount of
$35,000,000, excluding any Bonds of this Series which may be authenticated in
exchange for or in lieu of or in substitution for or on transfer of other Bonds
of this Series pursuant to any provisions of the Original Indenture or of this
Supplemental Indenture. The Bonds of this Series shall be substantially in the
form hereinbefore recited.
SECTION 2. All Bonds of this Series shall mature May 1, 2020 and shall bear
interest from July 15, 1995 at the rate of 7 3/4% per annum payable semiannually
on the same dates as interest is payable on the Authority Bonds.
SECTION 3. Both principal and interest shall be payable, so long as the
registered owner of the Bonds of this Series is the Authority Trustee, at the
agency of the Company in the City of Cleveland, State of Ohio, but if and when
the registered owner of the Bonds of this Series is not the Authority Trustee,
shall be payable at the office or agency of the Company in The City of New York;
and both principal and interest shall be payable in any coin or
<PAGE> 17
14
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
SECTION 4. The Bonds of this Series shall be issued only as fully
registered Bonds in denominations of $100,000 and any integral multiple thereof.
SECTION 5. Bonds of this Series shall be transferable and exchangeable for
other Bonds of the same series at the office or agency of the Company in The
City of New York, in the manner and upon the terms set forth in sec. 2.05 of the
Original Indenture, but notwithstanding the provisions of sec. 2.08 of the
Original Indenture, no charge shall be made upon any transfer or exchange of
Bonds of said series other than for any tax or taxes or other governmental
charge required to be paid by the Company. In the event less than all of the
Bonds of this Series at the time outstanding are called for redemption, the
Company shall not be required (a) to register any transfer or make any exchange
of any such Bond for a period of 15 days before the mailing of the notice of
redemption of any such Bond, (b) to register any transfer or make any exchange
of any such Bond so called for redemption in its entirety, or (c) to register
any transfer or make any exchange of any portion of any such Bond so called for
redemption.
SECTION 6. The person in whose name any Bond of this Series is registered
at the close of business on any record date (as defined in the text of the Form
of Bond of this Series set forth in this Supplemental Indenture) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such registered
Bond upon any transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest payment date,
in which case such defaulted interest shall be paid to the person in whose name
such Bond (or any Bond or Bonds of this Series issued, directly or after
intermediate transactions, upon transfer or exchange or in substitution thereof)
is registered on the date of payment of such defaulted interest or on a
subsequent record date for such payment if one shall have been established as
hereinafter provided. A subsequent record date may be established by the Company
by notice mailed to the holders of Bonds of this Series not less than 10 days
preceding such record date, which record date shall be not more than 15 days
prior to the subsequent interest payment date.
<PAGE> 18
15
SECTION 7. Except as provided in this Article I, every Bond of this Series
shall be dated and shall bear interest as provided in sec. 2.04 of the Original
Indenture; provided, however, that, so long as there is no existing default in
the payment of interest on said Bonds, the holder of any Bond of this Series
authenticated by the Trustee between the record date for any interest payment
date and such interest payment date shall not be entitled to the payment of the
interest due on such interest payment date and shall have no claim against the
Company with respect thereto; provided, further, that, if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, then any such Bond shall bear interest from the interest payment
date next preceding the date of such Bond to which interest has been paid or, if
the Company shall be in default with respect to the interest due on the first
interest payment date of such Bond, then from July 15, 1995.
SECTION 8. The Bonds of this Series may be executed by the Company and
delivered to the Trustee and, upon compliance with all applicable provisions and
requirements of the Original Indenture in respect thereof, shall be
authenticated by the Trustee and delivered (without awaiting the filing or
recording of this Supplemental Indenture) in accordance with the written order
or orders of the Company.
ARTICLE II
REDEMPTION OF BONDS OF THIS SERIES
SECTION 1. The Bonds of this Series shall, in the manner provided in
Article 5 of the Original Indenture, be subject to redemption by the Company
prior to maturity, as follows:
(a) In the event the Company exercises its option to direct the
redemption of Authority Bonds upon the occurrence of any of the events
described in Section 4.01(a) of the Authority Trust Indenture, in whole or
in part, in each case at a redemption price of 100% of the principal
amount, plus accrued interest to the date fixed for redemption; or
(b) In whole or in part on any date on or after November 1, 2005, in
the event that and to the extent that the Company exercises its option to
direct the redemption of Authority Bonds pursuant to Section 4.01(c) of the
Authority Trust Indenture, at redemption prices equal to the following
percentages of the principal amount to be redeemed, plus accrued interest
to the date fixed for redemption:
<PAGE> 19
16
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE
REDEMPTION PERIODS OF THE PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
----------------------------------------------------------------
<S> <C>
November 1, 2005 through October 31,
2006................................... 102 %
November 1, 2006 through October 31,
2007................................... 101
November 1, 2007 and thereafter.......... 100
</TABLE>
Any redemption under this Section 1 shall occur only upon receipt by the
Trustee of a certificate of the Company to the effect that (i) the Company has
given notice to the Authority Trustee that the Company is exercising its option
to direct redemption of Authority Bonds as provided in Section 4.01(a) or
4.01(c) of the Authority Trust Indenture and (ii) an equivalent principal amount
of Authority Bonds are being currently called for redemption. Such certificate
shall specify the principal amount of the Bonds of this Series to be redeemed,
shall have attached to it a copy of said notice to the Authority Trustee and
shall specify the redemption date of such Bonds of this Series, which redemption
date shall not be less than 45 days from the date of the Trustee's receipt of
such certificate and shall be the same as the redemption date specified in the
attached notice for the Authority Bonds being concurrently redeemed.
SECTION 2.(a) The Bonds of this Series shall be subject to mandatory
redemption by the Company in whole at any time prior to maturity if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all
Bonds of this Series held by the Authority Trustee, stating that an "event of
default" under the Authority Trust Indenture has occurred and is continuing and
that payment of the principal of the Authority Bonds has been accelerated;
provided, however, that the Bonds of this Series shall not be redeemed under
this Section 2(a) in the event that prior to the date fixed for redemption: (i)
the Trustee shall have received a certificate of the Authority Trustee (a)
stating that there has been a waiver of such acceleration or (b) withdrawing
said written demand, or (ii) if an event of default under Section 9.01 of
Article 9 of the Original Indenture shall have occurred and be continuing, there
has been an acceleration of the principal of the Bonds of this Series. Any such
redemption shall be made on a date selected by the Company not more than 45 days
after receipt of the written demand at a redemption price of 100% of the
principal amount to be redeemed, plus accrued interest to the date fixed for
redemption.
<PAGE> 20
17
(b) The Bonds of this Series shall also be subject to special mandatory
redemption by the Company in whole or in part at any time at a redemption price
of 100% of the principal amount thereof, plus accrued interest to the date fixed
for redemption, at the earliest practicable date selected by the Authority
Trustee, after consultation with the Company, but in any event no later than 180
days following the Authority Trustee's notification of a Determination of
Taxability (as defined in the Authority Trust Indenture). Any special mandatory
redemption hereunder shall be made only upon receipt by the Trustee of a
certificate of the Company to the effect that the Company is delivering moneys
to redeem Bonds of this Series in order to provide the Authority Trustee with
the moneys needed to redeem Authority Bonds in accordance with Section 4.01(b)
of the Authority Trust Indenture. Such certificate shall specify the principal
amount of Authority Bonds to be redeemed and the redemption date of the Bonds of
this Series, which date shall be the same as the redemption date for the
Authority Bonds being concurrently redeemed.
SECTION 3. The provisions of sec.5.02, sec.5.03, sec.5.04 and sec.5.05 of
the Original Indenture shall be applicable to Bonds of this Series, provided
that upon deposit with the Trustee of money to redeem Bonds of this Series, such
money shall be immediately available for payment.
SECTION 4. The holder of each and every Bond of this Series issued
hereunder hereby agrees to accept payment thereof prior to maturity on the terms
and conditions provided for in this Article II.
ARTICLE III
PAYMENT DEEMED MADE OF BONDS OF THIS SERIES
SECTION 1. In the event any Authority Bonds shall be purchased by the
Company and surrendered by it to the Authority Trustee for cancellation or shall
be otherwise surrendered to the Authority Trustee for cancellation pursuant to
the Authority Trust Indenture (except upon exchange for other Authority Bonds),
Bonds of this Series equal in principal amount and maturity to the Authority
Bonds so surrendered shall be deemed to have been paid, but only when and to the
extent that (a) such payment of the principal amount of such Bonds of this
Series shall be noted by an agency of the Company on the Schedule of Payments on
such Bonds of this Series and (if such agency is not the Trustee) written notice
by such agency of such notation shall have been received by the Trustee or (b)
such Bonds of this Series shall have been
<PAGE> 21
18
surrendered to and cancelled by the Trustee as provided in Section 3 of this
Article III.
SECTION 2. In the event and to the extent the principal of or premium, if
any, or interest on any Authority Bonds shall be paid out of funds held by the
Authority Trustee or out of any other funds or shall otherwise be deemed to be
paid, an equal amount of principal of or premium, if any, or interest on, as the
case may be, Bonds of this Series shall be deemed to have been paid, but in the
case of such payments of principal on such Bonds of this Series, only when and
to the extent that (a) such payment of the principal amount of such Bonds of
this Series shall be noted by an agency of the Company on the Schedule of
Payments on such Bonds of this Series and (if such agency is not the Trustee)
written notice by such agency of such notation shall have been received by the
Trustee or (b) such Bonds of this Series shall have been surrendered to and
cancelled by the Trustee as provided in Section 3 of this Article III.
SECTION 3. When payment of any principal amount of a Bond of this Series
shall be deemed to have been made as provided in Section 1 or 2 of this Article
III, the registered owner thereof shall surrender such Bond to an agency of the
Company for notation and notification or to the Trustee for cancellation as
provided in said Section. All Bonds of this Series which shall be deemed to have
been paid in full as provided in said Section 1 or 2 shall be surrendered to the
Trustee for cancellation and the Trustee shall forthwith cancel the same. In the
event that part of a Bond of this Series shall be deemed to have been paid as
provided in said Section 1 or 2, the registered owner may at its option
surrender such Bond to the Trustee for cancellation, in which event the Trustee
shall cancel such Bond and the Company shall execute and the Trustee shall
authenticate and deliver, without charge to the registered owner, Bonds of this
Series in such authorized denominations as shall be specified by the registered
owner in an aggregate principal amount equal to the unpaid balance of the
principal amount of such surrendered Bond.
ARTICLE IV
THE TRUSTEE
SECTION 1. The Trustee accepts the trusts created by this Supplemental
Indenture upon the terms and conditions in the Original Indenture and in this
Supplemental Indenture set forth. The recitals in this Supplemental Indenture
are made by the Company only and not by the Trustee. Each and every term and
condition contained in Article 13 of the Original Indenture shall apply to
<PAGE> 22
19
this Supplemental Indenture with the same force and effect as if the same were
herein set forth in full, with such omissions, variations and modifications
thereof as may be appropriate to make the same conform to this Supplemental
Indenture.
SECTION 2. The Company shall cause any agency of the Company, other than
the Trustee, which it may appoint from time to time to act as such agency in
respect of the Bonds of this Series, to execute and deliver to the Trustee an
instrument in which such agency shall:
(a) Agree to keep and maintain, and furnish to the Trustee from time
to time as reasonably requested by the Trustee, appropriate records of all
transactions carried out by it as such agency and to furnish the Trustee
such other information and reports as the Trustee may reasonably require;
and
(b) Certify that it is eligible for appointment as such agency and
agree to notify the Trustee promptly if it shall cease to be so eligible;
provided, however, that the Company, in lieu of causing any such agency to
furnish such an instrument, may make such other arrangements with the Trustee in
respect of any such agency as shall be satisfactory to the Trustee.
SECTION 3. The Trustee shall advise the Company, promptly, in writing of
the notation or receipt of written notice of notation on or cancellation of any
Bond of this Series provided for in Article III of this Supplemental Indenture.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 1. The Original Indenture, as heretofore supplemented, is in all
respects ratified and confirmed, and the Original Indenture, this Supplemental
Indenture and all other indentures supplemental to the Original Indenture shall
be read, taken and construed as one and the same instrument. Neither the
execution of this Supplemental Indenture nor anything herein contained shall be
construed to impair the lien of the Indenture on any of the property subject
thereto, and such lien shall remain in full force and effect as security for all
bonds now outstanding or hereafter issued under the Indenture. All covenants and
provisions of the Original Indenture, except as modified by this Supplemental
Indenture and all other indentures supplemental to the Original Indenture, shall
continue in full force and effect for the respective periods of
<PAGE> 23
20
time therein specified, and this Supplemental Indenture shall form part of the
Indenture. All terms defined in Article 1 of the Original Indenture shall, for
all purposes of this Supplemental Indenture, have the meanings in said Article 1
specified, except as modified by this Supplemental Indenture and all other
indentures supplemental to the Original Indenture and unless the context
otherwise requires.
SECTION 2. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, The Toledo Edison Company has caused its corporate name
to be hereunto affixed, this instrument to be signed by its President or a Vice
President and its corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary for and in its behalf and The Chase
Manhattan Bank (National Association), as Trustee, in evidence of its acceptance
of the trust hereby created, has caused its corporate name to be hereunto
affixed, this instrument to be signed by its President or a Vice President and
its corporate seal to be hereunto affixed and attested by its Secretary, an
Assistant Secretary or a Corporate Trust Officer, for and in its behalf, all as
of the day and year first above written.
<PAGE> 24
S-1
THE TOLEDO EDISON COMPANY
By G.R. LEIDICH
Vice President
[SEAL]
Attest:
J.T. PERCIO
Secretary
Signed, sealed and acknowledged on behalf of
The Toledo Edison Company
in the presence of
PATRICIA BARKEY
Patricia Barkey
SONDRA CLARKE
Sondra Clarke
As witnesses
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee,
By VALERIE DUNBAR
Vice President
Attest:
KATHLEEN PERRY
Corporate Trust Officer
Signed, sealed and acknowledged on behalf of
The Chase Manhattan Bank
(National Association)
in the presence of
ELSIE TASSINI
Elsie Tassini
LYNN M. FITZPATRICK
Lynn M. Fitzpatrick
As witnesses
[SEAL]
<PAGE> 25
S-2
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this 19th day of July, 1995, before me personally appeared GARY R.
LEIDICH and J. T. PERCIO to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and the Secretary, respectively,
of The Toledo Edison Company, that the seal affixed to the foregoing instrument
is the corporate seal of said corporation and that said instrument was signed
and sealed in behalf of said corporation by authority of its Board of Directors;
and said officers severally acknowledged said instrument to be the free act and
deed of said corporation.
AMY B. MCCABE
Notary Public
Amy B. McCabe
Notary Public, State of Ohio
Recorded in Cuyahoga County
My commission expires October 23,
1999
STATE OF NEW YORK ) [SEAL]
COUNTY OF NEW YORK ) ss:
On this 20th day of July, 1995, before me personally appeared VALERIE
DUNBAR and KATHLEEN PERRY to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and a Corporate Trust Officer,
respectively, of The Chase Manhattan Bank (National Association), that the seal
affixed to the foregoing instrument is the corporate seal of said association
and that said instrument was signed and sealed in behalf of said association by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said association.
MARGARET M. PRICE
Notary Public
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Commission Expires April 22, 1997
[SEAL]
THIS INSTRUMENT PREPARED BY BRUCE T. ROSENBAUM, ATTORNEY AT LAW.
<PAGE> 26
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
<TABLE>
<CAPTION>
FILED FOR
COUNTY VOLUME PAGE(S) RECORD
- ------------------------- ---------- ------------ ---------------------
<S> <C> <C> <C>
Ohio
Belmont................ 640 910 July 28, 1995
Defiance............... 325 897 July 28, 1995
Erie................... 231 889 July 28, 1995
Fulton................. 330 847 July 28, 1995
Henry.................. 270 1145 July 28, 1995
Lake................... 1140 694 July 28, 1995
Monroe................. 14 847 July 28, 1995
Ottawa................. 458 806 July 28, 1995
Paulding............... 293 520 July 28, 1995
Putnam................. 581 107 July 28, 1995
Sandusky............... 481 245 July 28, 1995
Seneca................. 514 9 July 28, 1995
Williams............... 351 941 July 28, 1995
Wood................... 1018 415 July 28, 1995
Pennsylvania
Beaver................. 1378 927 July 28, 1995
</TABLE>
<TABLE>
<CAPTION>
MICROFICHE
------------------------------
<S> <C> <C> <C>
Lucas, Ohio.......... 95-1488C03 July 28, 1995
</TABLE>
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on July 28, 1995 under original or amendment file
number 07851362, microfilm number 24521576, to comply with the filing
requirements of the Pennsylvania enactment of the Uniform Commercial Code.
<PAGE> 1
Exhibit 4(g)
[CONFORMED]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE TOLEDO EDISON COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
TRUSTEE.
------------------------
FORTY-FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF JULY 15, 1995
------------------------
(SUPPLEMENTAL TO INDENTURE DATED AS OF APRIL 1, 1947)
------------------------
FIRST MORTGAGE BONDS, 7 3/4% SERIES DUE 2020-B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
PARTIES.................................................. 1
RECITALS................................................. 1
FORM OF BOND OF THIS SERIES.............................. 4
GRANTING CLAUSES......................................... 13
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THIS SERIES
SECTION 1. Creation of Bonds of this Series, limit on
amount issuable........................... 13
SECTION 2. Interest Rates, Computation and Payment
Dates..................................... 13
SECTION 3. Place and coin of payment................... 13
SECTION 4. Denominations............................... 14
SECTION 5. Transfer and Exchange....................... 14
SECTION 6. Record date for payment of interest......... 14
SECTION 7. Date of Bonds of this Series................ 15
SECTION 8. Authentication of Bonds of this Series
by Trustee................................ 15
ARTICLE II
REDEMPTION OF BONDS OF THIS SERIES
SECTION 1. Bonds of this Series redeemable............. 15
SECTION 2. Mandatory redemption provisions............. 16
SECTION 3. Certain provisions of Original Indenture
applicable to redemption of Bonds of this
Series.................................... 17
SECTION 4. Bondholder agrees to accept payment of Bonds
of this Series redeemed prior to
maturity.................................. 17
</TABLE>
<PAGE> 3
ii
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
ARTICLE III
PAYMENT DEEMED MADE OF BONDS OF THIS SERIES
SECTION 1. Upon surrender of Authority Bonds
purchased................................. 17
SECTION 2. Upon payment of Authority Bonds............. 18
SECTION 3. Surrender and cancellation of Bonds of this
Series.................................... 18
ARTICLE IV
THE TRUSTEE
SECTION 1. The Trustee accepts trust created by
Forty-fifth Supplemental Indenture........ 18
SECTION 2. Agency of the Company other than the
Trustee................................... 19
SECTION 3. Trustee advises Company of notations
provided for in Article III............... 19
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 1. Ratification and approval of Original
Indenture as supplemented................. 19
Covenants of Original Indenture, except as
modified, continue in effect.............. 19
SECTION 2. Forty-fifth Supplemental Indenture may be
executed in counterparts.................. 20
TESTIMONIUM CLAUSE....................................... 20
SIGNATURES AND SEALS..................................... S-1
ACKNOWLEDGMENTS.......................................... S-2
RECORDING AND FILING DATA................................ R-1
</TABLE>
<PAGE> 4
FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of July 15, 1995, between THE
TOLEDO EDISON COMPANY, a corporation organized and existing under the laws of
the State of Ohio (hereinafter called the "Company"), and THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), a national banking association existing under the
laws of the United States of America, with its head office at 1 Chase Manhattan
Plaza, The City of New York (hereinafter called the "Trustee"), as Trustee.
RECITALS
The Company has heretofore executed and delivered an Indenture of Mortgage
and Deed of Trust dated as of April 1, 1947 (hereinafter referred to as the
"Original Indenture") to The Chase National Bank of the City of New York,
predecessor Trustee, to secure an issue of First Mortgage Bonds of the Company,
issuable in series, and created thereunder an initial series of bonds designated
as First Mortgage Bonds, 2 7/8% Series due 1977, being the initial series of
bonds issued under the Original Indenture; and
The Company has heretofore executed and delivered to The Chase National
Bank of the City of New York, predecessor Trustee, four Supplemental Indentures
supplementing the Original Indenture dated, respectively, September 1, 1948,
April 1, 1949, December 1, 1950 and March 1, 1954 and has heretofore executed
and delivered to The Chase Manhattan Bank, which on March 31, 1955, became the
Trustee under the Original Indenture by virtue of the merger of The Chase
National Bank of the City of New York into President and Directors of The
Manhattan Company under the name of The Chase Manhattan Bank, the Fifth and the
Sixth Supplemental Indentures dated, respectively, February 1, 1956, and May 1,
1958, supplementing the Original Indenture; and
The Chase Manhattan Bank was converted into a national banking association
under the name The Chase Manhattan Bank (National Association), effective
September 23, 1965; and by virtue of said conversion the continuity of the
business of The Chase Manhattan Bank, including its business of acting as
corporate trustee, and its corporate existence, have not been affected, so that
The Chase Manhattan Bank (National Association) is vested with all the trusts,
powers, discretion, immunities, privileges and all other matters as were vested
in said The Chase Manhattan Bank under the Indenture, with like effect as if
originally named as Trustee therein; and
<PAGE> 5
2
The Company has heretofore executed and delivered to the Trustee 38
Supplemental Indentures dated, respectively, as follows: Seventh, August 1,
1967, Eighth, November 1, 1970, Ninth, August 1, 1972, Tenth, November 1, 1973,
Eleventh, July 1, 1974, Twelfth, October 1, 1975, Thirteenth, June 1, 1976,
Fourteenth, October 1, 1978, Fifteenth, September 1, 1979, Sixteenth, September
1, 1980, Seventeenth, October 1, 1980, Eighteenth, April 1, 1981, Nineteenth,
November 1, 1981, Twentieth, June 1, 1982, Twenty-first, September 1, 1982,
Twenty-second, April 1, 1983, Twenty-third, December 1, 1983, Twenty-fourth,
April 1, 1984, Twenty-fifth, October 15, 1984, Twenty-sixth, October 15, 1984,
Twenty-seventh, August 1, 1985, Twenty-eighth, August 1, 1985, Twenty-ninth,
December 1, 1985, Thirtieth, March 1, 1986, Thirty-first, October 15, 1987,
Thirty-second, September 15, 1988, Thirty-third, June 15, 1989, Thirty-fourth,
October 15, 1989, Thirty-fifth, May 15, 1990, Thirty-sixth, March 1, 1991,
Thirty-seventh, May 1, 1992, Thirty-eighth, August 1, 1992, Thirty-ninth,
October 1, 1992, Fortieth, January 1, 1993, Forty-first, September 15, 1994,
Forty-second, May 1, 1995, Forty-third, June 1, 1995 and Forty-fourth, July 14,
1995 supplementing the Original Indenture (The Original Indenture, all the
aforementioned Supplemental Indentures, this Forty-fifth Supplemental Indenture
and any other indentures supplemental to the Original Indenture are herein
collectively called the "Indenture" and this Forty-fifth Supplemental Indenture
is hereinafter called "this Supplemental Indenture"); and
Pursuant to the provisions of the Indenture, the Company has issued 51
series of bonds in the aggregate principal amount of $2,308,400,000, of which 30
series (including the Bonds of the 1977 Series issued pursuant to the Original
Indenture) in the aggregate principal amount of $1,145,800,000 are no longer
outstanding and of which additional portions, aggregating $36,875,000 in
principal amount, of 4 other series have been retired; and
The Company covenanted in and by the Original Indenture to execute and
deliver such further instruments and do such further acts as may be necessary or
proper to carry out more effectually the purposes of the Original Indenture and
to make subject to the lien thereof property acquired after the execution and
delivery of the Original Indenture; and
Under Article 3 of the Original Indenture, the Company is authorized to
issue additional bonds upon the terms and conditions expressed in the Original
Indenture; and
<PAGE> 6
3
The Company proposes to create one new series of First Mortgage Bonds to be
designated as First Mortgage Bonds, 7 3/4% Series due 2020-B (hereinafter called
the "Bonds of this Series"), with the denominations, rate of interest, date of
maturity, redemption provisions and other provisions and agreements in respect
thereof as in this Supplemental Indenture set forth; and
The Bonds of this Series are to be issued by the Company and delivered to
the Authority Trustee (hereinafter defined) to evidence and secure its
obligation to pay to the Beaver County Industrial Development Authority
(hereinafter called the "Authority") a portion of the Company's share of the
purchase price for certain air and water pollution control facilities and sewage
and solid waste disposal facilities used in connection with the operation of
Beaver Valley Power Station Unit 2, a nuclear powered generating unit located in
Shippingport, Pennsylvania (hereinafter called the "Project Facilities"), such
portion being in an amount equal to the principal amount of the Authority Bonds
(hereinafter defined) issued pursuant to the Beaver Valley Pollution Control
Facilities Agreement dated as of April 1, 1974, among the Authority, the
Company, The Cleveland Electric Illuminating Company, Duquesne Light Company,
Ohio Edison Company and Pennsylvania Power Company; and
That portion of the Company's share of the cost of the Project Facilities
was originally financed with proceeds from the sale by the Authority of
$19,000,000 principal amount of Beaver County Industrial Development Authority
Pollution Control Revenue Bonds, 1985 Series C (The Toledo Edison Company Beaver
Valley Project) (hereinafter called the "Prior Authority Bonds"). The Prior
Authority Bonds are to be refunded from the proceeds of one series of
Collateralized Pollution Control Revenue Refunding Bonds, Series 1995-B (The
Toledo Edison Company Beaver Valley Project) (hereinafter called the "Authority
Bonds") to be issued pursuant to a Trust Indenture, dated as of July 15, 1995
(hereinafter called the "Authority Trust Indenture"), between the Authority and
Society National Bank, as trustee, (hereinafter called the "Authority Trustee"),
and the Bonds of this Series are to be assigned by the Authority to the
Authority Trustee as security for the payment of the principal of and premium,
if any, and interest on the Authority Bonds and are to be delivered by the
Company on behalf of the Authority directly to, and registered in the name of,
the Authority Trustee; and
The Company, by appropriate corporate action, has duly resolved and
determined to execute this Supplemental Indenture for the purpose of providing
for the creation of the Bonds of this Series and of specifying the form,
provisions and particulars thereof as in said Original Indenture, as amended,
<PAGE> 7
4
provided or permitted, including the issuance only of fully registered Bonds,
and of giving to the Bonds of this Series the protection and security of the
Indenture; and
The text of the Bonds of this Series is to be substantially in the form
following:
[FORM OF BOND OF THIS SERIES]
THE TOLEDO EDISON COMPANY
FIRST MORTGAGE BOND, 7 3/4% SERIES DUE 2020-B
DUE MAY 1, 2020
No. OA- $
THE TOLEDO EDISON COMPANY, an Ohio corporation (hereinafter called the
Company), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars or the aggregate unpaid principal amount hereof (as shown on the
Schedule of Payments hereon), whichever is less, on May 1, 2020, at its office
or agency in The City of New York, or, so long as the registered owner of this
Bond is the Authority Trustee (hereinafter defined), at the agency of the
Company in the City of Cleveland, State of Ohio, and semiannually on the same
dates as interest is payable on the Authority Bonds (hereinafter defined; each
such date hereinafter called an interest payment date) and to pay interest on
the unpaid principal amount hereof to the registered owner hereof at said office
or agencies at the rate per annum specified in the title of this Bond, until
maturity, or, if this Bond shall be duly called for redemption, until the
redemption date, or, if the Company shall default in the payment of the
principal amount of this Bond, until the Company's obligation with respect to
the payment of such principal shall be discharged as provided in the Indenture
(hereinafter defined). Except as hereinafter provided, this Bond shall bear
interest from the interest payment date next preceding the date of this Bond to
which interest has been paid, unless this Bond is dated on an interest payment
date, in which case from the date hereof; or unless this Bond is dated prior to
the first interest payment date in respect hereof, in which case from July 15,
1995, and except that if this Bond is delivered on a transfer or exchange of or
in substitution for one or more Bonds of this Series (hereinafter defined) it
shall bear interest from the last preceding date to which interest shall have
been paid on the Bond or Bonds of this Series in respect of which this Bond is
delivered (except that if this Bond is dated between the record date
(hereinafter defined) for any
<PAGE> 8
5
interest payment date and such interest payment date, then from such interest
payment date; provided, however, that if the Company shall default in the
payment of interest due on such interest payment date, then from the next
preceding interest payment date to which interest has been paid on the Bonds of
this Series, or if such interest payment date is the first interest payment date
for Bonds of this Series, then from July 15, 1995). The interest so payable on
any interest payment date will, subject to certain exceptions provided in the
Indenture, be paid to the person in whose name this Bond is registered at the
close of business on the record date, which shall be the "Regular Record Date"
as defined in the Authority Trust Indenture (hereinafter defined), applicable to
the regular interest payment date of any Bond of this Series, if it were an
"Interest Payment Date" as defined in the Authority Trust Indenture. Both the
principal of and the interest on this Bond shall be payable in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
This Bond is one of the Bonds of the Company, known as its First Mortgage
Bonds, issued and to be issued in one or more series under and equally and
ratably secured (except as any sinking, amortization, improvement or other fund,
established in accordance with the provisions of the Indenture, may afford
additional security for the Bonds of any particular series) by a certain
Indenture of Mortgage and Deed of Trust, dated as of April 1, 1947 (hereinafter
called the Original Indenture), made by the Company to The Chase National Bank
of the City of New York (The Chase Manhattan Bank (National Association),
successor), as Trustee (hereinafter called the Trustee), and by certain
indentures supplemental thereto, including the Forty-fifth Supplemental
Indenture dated as of July 15, 1995 (the Original Indenture and said indentures
supplemental thereto herein collectively called the Indenture and said
Forty-fifth Supplemental Indenture hereinafter called the Supplemental
Indenture), to which Indenture reference is hereby made for a description of the
property mortgaged, the nature and extent of the security, the rights and
limitations of rights of the Company, the Trustee and the holders of said Bonds
and of the coupons appurtenant to coupon Bonds under the Indenture and the terms
and conditions upon which said Bonds are and are to be issued and secured, to
all of the provisions of which Indenture and of all such supplemental indentures
in respect of such security, including the provisions of the Indenture
permitting the issue of Bonds of any series for property which, under the
restrictions and limitations therein specified, may be subject to liens prior to
the lien of the Indenture, the holder, by accepting this Bond, assents. To the
extent permitted by and as provided in the Indenture, the rights and obligations
<PAGE> 9
6
of the Company and of the holders of said Bonds and coupons (including those
pertaining to any sinking or other fund) may be changed and modified, with the
consent of the Company, by the holders of at least 75% in aggregate principal
amount of the Bonds then outstanding, such percentage being determined as
provided in the Indenture; provided, however, that in case such changes and
modifications affect one or more but less than all series of Bonds then
outstanding, they shall be required to be adopted only by the affirmative vote
of the holders of at least 75% in aggregate principal amount of outstanding
Bonds of such one or more series so affected; and further provided, that without
the consent of the holder hereof no such change or modification shall be made
which will extend the time of payment of the principal of, or of the interest or
premium, if any, on this Bond or reduce the principal amount hereof or the rate
of interest or the premium, if any, hereon, or affect any other modification of
the terms of payment of such principal or interest, or premium, if any, or will
permit the creation of any lien ranking prior to or on a parity with the lien of
the Indenture on any of the mortgaged property, or will deprive the holder
hereof of the benefit of a lien upon the mortgaged property for the security of
this Bond, or will reduce the percentage of Bonds required for the adoption of
changes or modifications as aforesaid.
This Bond is one of a series of Bonds designated as the First Mortgage
Bonds, 7 3/4% Series due 2020-B, of the Company (herein called Bonds of this
Series) limited, except as otherwise provided in the Indenture, in aggregate
principal amount to $19,000,000 and issued under and secured by the Supplemental
Indenture. The Bonds of this Series have been issued by the Company and
delivered to the Authority Trustee to evidence and secure its obligation to pay
to the Beaver County Industrial Development Authority (hereinafter called the
Authority) a portion of the Company's share of the purchase price for certain
air and water pollution control facilities and sewage and solid waste disposal
facilities used in connection with the operation of Beaver Valley Power Station
Unit 2, a nuclear powered generating unit located in Shippingport, Pennsylvania
(hereinafter called the Project Facilities), such portion being in an amount
equal to the principal of the Authority Bonds issued pursuant to the Beaver
Valley Pollution Control Facilities Agreement dated as of April 1, 1974, among
the Authority, the Company, The Cleveland Electric Illuminating Company,
Duquesne Light Company, Ohio Edison Company and Pennsylvania Power Company. That
portion of the Company's share of the cost of the Project Facilities was
originally financed with proceeds from the sale by the Authority of certain
bonds, which were refunded from the proceeds of one series of Collateralized
Pollution Control Revenue Refunding Bonds, Series
<PAGE> 10
7
1995-B (The Toledo Edison Company Beaver Valley Project) (herein called the
Authority Bonds) issued pursuant to a Trust Indenture, dated as of July 15, 1995
(herein called the Authority Trust Indenture), between the Authority and Society
National Bank, as trustee, (herein called the Authority Trustee). The Bonds of
this Series have been assigned by the Authority to the Authority Trustee as
security for the payment of the principal of and premium, if any, and interest
on the Authority Bonds and have been delivered by the Company on behalf of the
Authority directly to, and registered in the name of, the Authority Trustee.
In the event any Authority Bonds shall be surrendered to the Authority
Trustee or other person for cancellation pursuant to the Authority Trust
Indenture (except upon exchange for other Authority Bonds), Bonds of this Series
equal in principal amount to such Authority Bonds shall be deemed to have been
paid, but only when and to the extent (a) so noted on the Schedule of Payments
hereon by one of the agencies of the Company hereinabove specified and (if such
agency is not the Trustee) written notice by such agency of such notation has
been received by the Trustee or (b) such Bond is surrendered to and cancelled by
the Trustee as provided in the next paragraph; and in the event and to the
extent the principal of (or premium, if any) or interest on any Authority Bonds
shall be paid or deemed to be paid, an equal amount of principal (or premium, if
any) or interest, as the case may be, payable with respect to an aggregate
principal amount of Bonds of this Series equal to the aggregate principal amount
of such Authority Bonds shall be deemed to have been paid, but, in the case of
such payment of principal, only when and to the extent (i) so noted on the
Schedule of Payments hereon by one of the agencies of the Company hereinabove
specified and (if such agency is not the Trustee) written notice by such agency
of such notation has been received by the Trustee or (ii) this Bond is
surrendered to and cancelled by the Trustee as provided in the next paragraph.
When any such payment of principal of this Bond is made, this Bond shall be
surrendered by the registered owner hereof to an agency of the Company for such
notation and notification or to the Trustee for cancellation.
In the event that this Bond shall be deemed to have been paid in full, this
Bond shall be surrendered to the Trustee for cancellation. In the event that
this Bond shall be deemed to have been paid in part, this Bond may, at the
option of the registered owner, be surrendered to the Trustee for cancellation,
in which event the Trustee shall cancel this Bond and the Company shall execute
and the Trustee shall authenticate and deliver Bonds of this Series in autho-
<PAGE> 11
8
rized denominations in aggregate principal amount equal to the unpaid balance of
the principal amount of this Bond.
The Bonds of this Series are subject to mandatory redemption by the Company
prior to maturity, upon not less than 30 days prior notice, in whole or in part
at any time, all as more fully provided in Section 1 of Article II of the
Supplemental Indenture, in the event the Company exercises its option to direct
the redemption of Authority Bonds pursuant to Section 4.01(a) of the Authority
Trust Indenture, and an equivalent principal amount of Authority Bonds are being
concurrently called for redemption, at a redemption price of 100% of the
principal amount to be redeemed, plus accrued interest to the date fixed for
redemption.
The Bonds of this Series are also subject to mandatory redemption by the
Company prior to maturity at any time (a) in whole upon notice of the occurrence
of an event of default under the Authority Trust Indenture and of the
acceleration of the payment of the principal of the Authority Bonds or (b) in
whole or in part upon a final determination by any federal judicial or
administrative authority that interest on the Authority Bonds is includable for
federal income tax purposes in the gross income of the holders of the Authority
Bonds (other than because a holder is a "substantial user" of the Project
Facilities or a "related person" thereof, as those terms are used in Section
147(a) of the Internal Revenue Code of 1986, as amended) and an equivalent
amount of Authority Bonds are being concurrently called for redemption, in each
case as provided in Section 2 of Article II of the Supplemental Indenture, at a
redemption price of 100% of the principal amount to be redeemed, plus accrued
interest to the date fixed for redemption.
The Bonds of this Series are also subject to mandatory redemption by the
Company prior to stated maturity, all as more fully provided in Section 1 of
Article II of the Supplemental Indenture, in whole or in part, on any date on or
after November 1, 2005, in the event that and to the extent that the Company
exercises its option to direct the redemption of Authority Bonds pursuant to the
Authority Trust Indenture, and an equivalent principal amount of Authority
<PAGE> 12
9
Bonds are being concurrently called for redemption, at redemption prices, plus
accrued and unpaid interest if any, to the redemption date as follows:
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE
REDEMPTION PERIODS OF THE PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
----------------------------------------------------------------
<S> <C>
November 1, 2005 through October 31, 2006 102 %
November 1, 2006 through October 31, 2007 101
November 1, 2007 and thereafter 100
</TABLE>
Any redemption of the Bonds of this Series shall be made in accordance with
the applicable provisions of Sections 5.02, 5.03, 5.04 and 5.05 of the Original
Indenture, unless and to the extent waived in writing by the registered owner or
owners of all Bonds of this Series and such waiver is filed with the Trustee.
If this Bond shall be called for redemption and payment of the redemption
price shall be duly provided by the Company as specified in the Indenture,
interest shall cease to accrue hereon from and after the date of redemption
fixed in the notice thereof.
The principal of this Bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.
This Bond is transferable by the registered owner hereof in person or by
his or her duly authorized attorney at the office or agency of the Company in
The City of New York, upon surrender and cancellation of this Bond, and
thereupon a new fully registered Bond or Bonds of this Series and maturity, for
the same aggregate principal amount, in authorized denominations, will be issued
to the transferee in exchange therefor, as provided in the Indenture. The
Company and the Trustee and any paying agent may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof for the purpose
of receiving payment and for all other purposes. This Bond, alone or with other
Bonds of this Series and maturity, may in like manner be exchanged at such
office or agency for one or more new fully registered Bonds of this Series and
maturity, in authorized denominations, of the same aggregate principal amount.
Upon each such transfer, exchange and re-exchange, the Company will not require
the payment of any charges, other than for any tax or other governmental charge
required to be paid by the Company in connection therewith. In the event less
than all of the Bonds of this Series at the time
<PAGE> 13
10
outstanding are called for redemption, the Company shall not be required (a) to
register any transfer or make any exchange of any such Bond for a period of 15
days before the mailing of the notice of redemption of any such Bond, (b) to
register any transfer or make any exchange of any such Bond so called for
redemption in its entirety, or (c) to register any transfer or make any exchange
of any portion of any such Bond so called for redemption.
No recourse under or upon any covenant or obligation of the Indenture, or
of any indenture supplemental thereto, or of this Bond, for the payment of the
principal of or the interest on this Bond, or for any claim based thereon, or
otherwise in any manner in respect thereof, shall be had against any
incorporator, subscriber to the capital stock, stockholder, officer or director,
as such, of the Company, whether former, present or future, either directly, or
indirectly through the Company or any predecessor or successor corporation or
the Trustee, by the enforcement of any subscription to capital stock, assessment
or otherwise, or by any legal or equitable proceeding by virtue of any
constitution, statute, or otherwise (including, without limiting the generality
of the foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding the corporate
entity of the Company or upon any theory that the Company was acting as the
agent or instrumentality of the stockholders), any and all such liability of
incorporators, stockholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this Bond, and being
likewise waived and released by the terms of the Indenture.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication endorsed hereon shall have been signed by The
Chase Manhattan Bank (National Association) or its successor, as Trustee under
the Indenture.
<PAGE> 14
11
IN WITNESS WHEREOF, THE TOLEDO EDISON COMPANY has caused this Bond to be
signed in its name by its President or a Vice-President, manually or in
facsimile, and its corporate seal to be impressed or imprinted hereon and
attested by a manual or facsimile signature of its Secretary or an Assistant
Secretary.
Dated
THE TOLEDO EDISON COMPANY
By
Vice President.
Attest:
Secretary.
<PAGE> 15
12
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds of the series designated herein, described in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), AS TRUSTEE
By
Authorized Officer.
[FORM OF SCHEDULE OF PAYMENTS]
SCHEDULE OF PAYMENTS
<TABLE>
<CAPTION>
AGENCY OF
THE
UNPAID COMPANY
PRINCIPAL PRINCIPAL PREMIUM INTEREST MAKING AUTHORIZED
DATE PAYMENT AMOUNT PAYMENT PAYMENT NOTATION OFFICER TITLE
- ------------ ---------- ---------- -------- --------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
[END OF FORM OF BOND OF THIS SERIES]
<PAGE> 16
13
All conditions and requirements necessary to make this Supplemental
Indenture a valid, legal and binding instrument in accordance with its terms and
to make the Bonds of this Series, when duly executed by the Company and
authenticated and delivered by the Trustee, and duly issued, the valid, binding
and legal obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture have been in all respects
duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That The Toledo
Edison Company, the Company herein named, in consideration of the premises and
of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, does
hereby covenant and agree to and with the Trustee and its successors in the
trust under the Indenture, for the benefit of those who shall hold the bonds to
be issued hereunder and thereunder, as hereinafter provided, as follows:
ARTICLE I
CREATION AND DESCRIPTION OF BONDS OF THIS SERIES
SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as First Mortgage Bonds, 7 3/4%
Series due 2020-B (such bonds herein referred to as the "Bonds of this Series").
The Bonds of this Series shall be limited to an aggregate principal amount of
$19,000,000, excluding any Bonds of this Series which may be authenticated in
exchange for or in lieu of or in substitution for or on transfer of other Bonds
of this Series pursuant to any provisions of the Original Indenture or of this
Supplemental Indenture. The Bonds of this Series shall be substantially in the
form hereinbefore recited.
SECTION 2. All Bonds of this Series shall mature May 1, 2020 and shall bear
interest from July 15, 1995 at the rate of 7 3/4% per annum payable semiannually
on the same dates as interest is payable on the Authority Bonds.
SECTION 3. Both principal and interest shall be payable, so long as the
registered owner of the Bonds of this Series is the Authority Trustee, at the
agency of the Company in the City of Cleveland, State of Ohio, but if and when
the registered owner of the Bonds of this Series is not the Authority Trustee,
shall be payable at the office or agency of the Company in The City of New York;
and both principal and interest shall be payable in any coin or
<PAGE> 17
14
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
SECTION 4. The Bonds of this Series shall be issued only as fully
registered Bonds in denominations of $100,000 and any integral multiple thereof.
SECTION 5. Bonds of this Series shall be transferable and exchangeable for
other Bonds of the same series at the office or agency of the Company in The
City of New York, in the manner and upon the terms set forth in sec. 2.05 of the
Original Indenture, but notwithstanding the provisions of sec. 2.08 of the
Original Indenture, no charge shall be made upon any transfer or exchange of
Bonds of said series other than for any tax or taxes or other governmental
charge required to be paid by the Company. In the event less than all of the
Bonds of this Series at the time outstanding are called for redemption, the
Company shall not be required (a) to register any transfer or make any exchange
of any such Bond for a period of 15 days before the mailing of the notice of
redemption of any such Bond, (b) to register any transfer or make any exchange
of any such Bond so called for redemption in its entirety, or (c) to register
any transfer or make any exchange of any portion of any such Bond so called for
redemption.
SECTION 6. The person in whose name any Bond of this Series is registered
at the close of business on any record date (as defined in the text of the Form
of Bond of this Series set forth in this Supplemental Indenture) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such registered
Bond upon any transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest payment date,
in which case such defaulted interest shall be paid to the person in whose name
such Bond (or any Bond or Bonds of this Series issued, directly or after
intermediate transactions, upon transfer or exchange or in substitution thereof)
is registered on the date of payment of such defaulted interest or on a
subsequent record date for such payment if one shall have been established as
hereinafter provided. A subsequent record date may be established by the Company
by notice mailed to the holders of Bonds of this Series not less than 10 days
preceding such record date, which record date shall be not more than 15 days
prior to the subsequent interest payment date.
<PAGE> 18
15
SECTION 7. Except as provided in this Article I, every Bond of this Series
shall be dated and shall bear interest as provided in sec. 2.04 of the Original
Indenture; provided, however, that, so long as there is no existing default in
the payment of interest on said Bonds, the holder of any Bond of this Series
authenticated by the Trustee between the record date for any interest payment
date and such interest payment date shall not be entitled to the payment of the
interest due on such interest payment date and shall have no claim against the
Company with respect thereto; provided, further, that, if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, then any such Bond shall bear interest from the interest payment
date next preceding the date of such Bond to which interest has been paid or, if
the Company shall be in default with respect to the interest due on the first
interest payment date of such Bond, then from July 15, 1995.
SECTION 8. The Bonds of this Series may be executed by the Company and
delivered to the Trustee and, upon compliance with all applicable provisions and
requirements of the Original Indenture in respect thereof, shall be
authenticated by the Trustee and delivered (without awaiting the filing or
recording of this Supplemental Indenture) in accordance with the written order
or orders of the Company.
ARTICLE II
REDEMPTION OF BONDS OF THIS SERIES
SECTION 1. The Bonds of this Series shall, in the manner provided in
Article 5 of the Original Indenture, be subject to redemption by the Company
prior to maturity, as follows:
(a) In the event the Company exercises its option to direct the
redemption of Authority Bonds upon the occurrence of any of the events
described in Section 4.01(a) of the Authority Trust Indenture, in whole or
in part, in each case at a redemption price of 100% of the principal
amount, plus accrued interest to the date fixed for redemption; or
(b) In whole or in part on any date on or after November 1, 2005, in
the event that and to the extent that the Company exercises its option to
direct the redemption of Authority Bonds pursuant to Section 4.01(c) of the
Authority Trust Indenture, at redemption prices equal to the following
percentages of the principal amount to be redeemed, plus accrued interest
to the date fixed for redemption:
<PAGE> 19
16
<TABLE>
<CAPTION>
REDEMPTION PRICE
(EXPRESSED AS A
PERCENTAGE
REDEMPTION PERIODS OF THE PRINCIPAL AMOUNT
(DATES INCLUSIVE) BEING REDEEMED)
----------------------------------------------------------------
<S> <C>
November 1, 2005 through October 31,
2006................................... 102 %
November 1, 2006 through October 31,
2007................................... 101
November 1, 2007 and thereafter.......... 100
</TABLE>
Any redemption under this Section 1 shall occur only upon receipt by the
Trustee of a certificate of the Company to the effect that (i) the Company has
given notice to the Authority Trustee that the Company is exercising its option
to direct redemption of Authority Bonds as provided in Section 4.01(a) or
4.01(c) of the Authority Trust Indenture and (ii) an equivalent principal amount
of Authority Bonds are being currently called for redemption. Such certificate
shall specify the principal amount of the Bonds of this Series to be redeemed,
shall have attached to it a copy of said notice to the Authority Trustee and
shall specify the redemption date of such Bonds of this Series, which redemption
date shall not be less than 45 days from the date of the Trustee's receipt of
such certificate and shall be the same as the redemption date specified in the
attached notice for the Authority Bonds being concurrently redeemed.
SECTION 2.(a) The Bonds of this Series shall be subject to mandatory
redemption by the Company in whole at any time prior to maturity if the Trustee
shall receive a written demand from the Authority Trustee for redemption of all
Bonds of this Series held by the Authority Trustee, stating that an "event of
default" under the Authority Trust Indenture has occurred and is continuing and
that payment of the principal of the Authority Bonds has been accelerated;
provided, however, that the Bonds of this Series shall not be redeemed under
this Section 2(a) in the event that prior to the date fixed for redemption: (i)
the Trustee shall have received a certificate of the Authority Trustee (a)
stating that there has been a waiver of such acceleration or (b) withdrawing
said written demand, or (ii) if an event of default under Section 9.01 of
Article 9 of the Original Indenture shall have occurred and be continuing, there
has been an acceleration of the principal of the Bonds of this Series. Any such
redemption shall be made on a date selected by the Company not more than 45 days
after receipt of the written demand at a redemption price of 100% of the
principal amount to be redeemed, plus accrued interest to the date fixed for
redemption.
<PAGE> 20
17
(b) The Bonds of this Series shall also be subject to special mandatory
redemption by the Company in whole or in part at any time at a redemption price
of 100% of the principal amount thereof, plus accrued interest to the date fixed
for redemption, at the earliest practicable date selected by the Authority
Trustee, after consultation with the Company, but in any event no later than 180
days following the Authority Trustee's notification of a Determination of
Taxability (as defined in the Authority Trust Indenture). Any special mandatory
redemption hereunder shall be made only upon receipt by the Trustee of a
certificate of the Company to the effect that the Company is delivering moneys
to redeem Bonds of this Series in order to provide the Authority Trustee with
the moneys needed to redeem Authority Bonds in accordance with Section 4.01(b)
of the Authority Trust Indenture. Such certificate shall specify the principal
amount of Authority Bonds to be redeemed and the redemption date of the Bonds of
this Series, which date shall be the same as the redemption date for the
Authority Bonds being concurrently redeemed.
SECTION 3. The provisions of sec.5.02, sec.5.03, sec.5.04 and sec.5.05 of
the Original Indenture shall be applicable to Bonds of this Series, provided
that upon deposit with the Trustee of money to redeem Bonds of this Series, such
money shall be immediately available for payment.
SECTION 4. The holder of each and every Bond of this Series issued
hereunder hereby agrees to accept payment thereof prior to maturity on the terms
and conditions provided for in this Article II.
ARTICLE III
PAYMENT DEEMED MADE OF BONDS OF THIS SERIES
SECTION 1. In the event any Authority Bonds shall be purchased by the
Company and surrendered by it to the Authority Trustee for cancellation or shall
be otherwise surrendered to the Authority Trustee for cancellation pursuant to
the Authority Trust Indenture (except upon exchange for other Authority Bonds),
Bonds of this Series equal in principal amount and maturity to the Authority
Bonds so surrendered shall be deemed to have been paid, but only when and to the
extent that (a) such payment of the principal amount of such Bonds of this
Series shall be noted by an agency of the Company on the Schedule of Payments on
such Bonds of this Series and (if such agency is not the Trustee) written notice
by such agency of such notation shall have been received by the Trustee or (b)
such Bonds of this Series shall have been
<PAGE> 21
18
surrendered to and cancelled by the Trustee as provided in Section 3 of this
Article III.
SECTION 2. In the event and to the extent the principal of or premium, if
any, or interest on any Authority Bonds shall be paid out of funds held by the
Authority Trustee or out of any other funds or shall otherwise be deemed to be
paid, an equal amount of principal of or premium, if any, or interest on, as the
case may be, Bonds of this Series shall be deemed to have been paid, but in the
case of such payments of principal on such Bonds of this Series, only when and
to the extent that (a) such payment of the principal amount of such Bonds of
this Series shall be noted by an agency of the Company on the Schedule of
Payments on such Bonds of this Series and (if such agency is not the Trustee)
written notice by such agency of such notation shall have been received by the
Trustee or (b) such Bonds of this Series shall have been surrendered to and
cancelled by the Trustee as provided in Section 3 of this Article III.
SECTION 3. When payment of any principal amount of a Bond of this Series
shall be deemed to have been made as provided in Section 1 or 2 of this Article
III, the registered owner thereof shall surrender such Bond to an agency of the
Company for notation and notification or to the Trustee for cancellation as
provided in said Section. All Bonds of this Series which shall be deemed to have
been paid in full as provided in said Section 1 or 2 shall be surrendered to the
Trustee for cancellation and the Trustee shall forthwith cancel the same. In the
event that part of a Bond of this Series shall be deemed to have been paid as
provided in said Section 1 or 2, the registered owner may at its option
surrender such Bond to the Trustee for cancellation, in which event the Trustee
shall cancel such Bond and the Company shall execute and the Trustee shall
authenticate and deliver, without charge to the registered owner, Bonds of this
Series in such authorized denominations as shall be specified by the registered
owner in an aggregate principal amount equal to the unpaid balance of the
principal amount of such surrendered Bond.
ARTICLE IV
THE TRUSTEE
SECTION 1. The Trustee accepts the trusts created by this Supplemental
Indenture upon the terms and conditions in the Original Indenture and in this
Supplemental Indenture set forth. The recitals in this Supplemental Indenture
are made by the Company only and not by the Trustee. Each and every term and
condition contained in Article 13 of the Original Indenture shall apply to
<PAGE> 22
19
this Supplemental Indenture with the same force and effect as if the same were
herein set forth in full, with such omissions, variations and modifications
thereof as may be appropriate to make the same conform to this Supplemental
Indenture.
SECTION 2. The Company shall cause any agency of the Company, other than
the Trustee, which it may appoint from time to time to act as such agency in
respect of the Bonds of this Series, to execute and deliver to the Trustee an
instrument in which such agency shall:
(a) Agree to keep and maintain, and furnish to the Trustee from time
to time as reasonably requested by the Trustee, appropriate records of all
transactions carried out by it as such agency and to furnish the Trustee
such other information and reports as the Trustee may reasonably require;
and
(b) Certify that it is eligible for appointment as such agency and
agree to notify the Trustee promptly if it shall cease to be so eligible;
provided, however, that the Company, in lieu of causing any such agency to
furnish such an instrument, may make such other arrangements with the Trustee in
respect of any such agency as shall be satisfactory to the Trustee.
SECTION 3. The Trustee shall advise the Company, promptly, in writing of
the notation or receipt of written notice of notation on or cancellation of any
Bond of this Series provided for in Article III of this Supplemental Indenture.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 1. The Original Indenture, as heretofore supplemented, is in all
respects ratified and confirmed, and the Original Indenture, this Supplemental
Indenture and all other indentures supplemental to the Original Indenture shall
be read, taken and construed as one and the same instrument. Neither the
execution of this Supplemental Indenture nor anything herein contained shall be
construed to impair the lien of the Indenture on any of the property subject
thereto, and such lien shall remain in full force and effect as security for all
bonds now outstanding or hereafter issued under the Indenture. All covenants and
provisions of the Original Indenture, except as modified by this Supplemental
Indenture and all other indentures supplemental to the Original Indenture, shall
continue in full force and effect for the respective periods of
<PAGE> 23
20
time therein specified, and this Supplemental Indenture shall form part of the
Indenture. All terms defined in Article 1 of the Original Indenture shall, for
all purposes of this Supplemental Indenture, have the meanings in said Article 1
specified, except as modified by this Supplemental Indenture and all other
indentures supplemental to the Original Indenture and unless the context
otherwise requires.
SECTION 2. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, The Toledo Edison Company has caused its corporate name
to be hereunto affixed, this instrument to be signed by its President or a Vice
President and its corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary for and in its behalf and The Chase
Manhattan Bank (National Association), as Trustee, in evidence of its acceptance
of the trust hereby created, has caused its corporate name to be hereunto
affixed, this instrument to be signed by its President or a Vice President and
its corporate seal to be hereunto affixed and attested by its Secretary, an
Assistant Secretary or a Corporate Trust Officer, for and in its behalf, all as
of the day and year first above written.
<PAGE> 24
S-1
THE TOLEDO EDISON COMPANY
By TERRENCE G. LINNERT
Vice President
[SEAL]
Attest:
J.T. PERCIO
Secretary
Signed, sealed and acknowledged on behalf of
The Toledo Edison Company
in the presence of
PATRICIA BARKEY
Patricia Barkey
SONDRA CLARKE
Sondra Clarke
As witnesses
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Trustee,
By VALERIE DUNBAR
Vice President
Attest:
KATHLEEN PERRY
Corporate Trust Officer
Signed, sealed and acknowledged on behalf of
The Chase Manhattan Bank
(National Association)
in the presence of
ELSIE TASSINI
Elsie Tassini
DELLA K. BENJAMIN
Della K. Benjamin
As witnesses
[SEAL]
<PAGE> 25
S-2
STATE OF OHIO )
COUNTY OF CUYAHOGA ) ss:
On this 4th day of August, 1995, before me personally appeared
TERRENCE G. LINNERT and J. T. PERCIO to me personally known, who being by me
severally duly sworn, did say that they are a Vice President and the Secretary,
respectively, of The Toledo Edison Company, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said corporation.
AMY B. MCCABE
Notary Public
Amy B. McCabe
Notary Public, State of Ohio
Recorded in Cuyahoga County
My commission expires October 23, 1999
[SEAL]
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss:
On this 7th day of August, 1995, before me personally appeared VALERIE
DUNBAR and KATHLEEN PERRY to me personally known, who being by me severally duly
sworn, did say that they are a Vice President and a Corporate Trust Officer,
respectively, of The Chase Manhattan Bank (National Association), that the seal
affixed to the foregoing instrument is the corporate seal of said association
and that said instrument was signed and sealed in behalf of said association by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said association.
DENIS KELLY
Notary Public
Denis Kelly
Notary Public, State of New York
No. 01KE5032197
Qualified in Kings County
Commission Expires August 22, 1996
[SEAL]
THIS INSTRUMENT PREPARED BY BRUCE T. ROSENBAUM, ATTORNEY AT LAW.
<PAGE> 26
R-1
This page contains information as to recording and filing which was not set
forth in this Supplemental Indenture at the time of execution. This page is not
a part of this Supplemental Indenture.
RECORDING AND FILING DATA
This Supplemental Indenture was filed for record and recorded in the record
of mortgages in the offices of the Recorders of the following Counties:
<TABLE>
<CAPTION>
FILED FOR
COUNTY VOLUME PAGE(S) RECORD
- ------------------------- ---------- ------------ ---------------------
<S> <C> <C> <C>
Ohio
Belmont................ 641 674 August 16, 1995
Defiance............... 326 692 August 16, 1995
Erie................... 234 810 August 16, 1995
Fulton................. 331 846 August 16, 1995
Henry.................. 271 527 August 16, 1995
Lake................... 1147 558 August 16, 1995
Monroe................. 15 163 August 16, 1995
Ottawa................. 460 219 August 16, 1995
Paulding............... 294 299 August 16, 1995
Putnam................. 582 297 August 16, 1995
Sandusky............... 482 233 August 16, 1995
Seneca................. 514 819 August 16, 1995
Williams............... 352 957 August 16, 1995
Wood................... 1020 1050 August 16, 1995
Pennsylvania
Beaver................. 1382 2 August 15, 1995
</TABLE>
<TABLE>
<CAPTION>
MICROFICHE
------------------------------
<S> <C> <C> <C>
Lucas, Ohio.......... 95-1668A01 August 16, 1995
</TABLE>
An amendment to a previously filed financing statement and a counterpart of
this Supplemental Indenture were filed in the office of the Secretary of the
Commonwealth of Pennsylvania on August 15, 1995 under original or amendment file
number 07851362, microfilm number 24581784, to comply with the filing
requirements of the Pennsylvania enactment of the Uniform Commercial Code.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RELATED
FORM 10-Q FINANCIAL STATEMENT FOR THE TOLEDO EDISON COMPANY AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
<CIK> 0000352049
<NAME> THE TOLEDO EDISON COMPANY
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,984,939
<OTHER-PROPERTY-AND-INVEST> 150,743
<TOTAL-CURRENT-ASSETS> 298,291
<TOTAL-DEFERRED-CHARGES> 1,002,266
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,436,239
<COMMON> 195,687
<CAPITAL-SURPLUS-PAID-IN> 602,116
<RETAINED-EARNINGS> (52,471)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 745,332
5,020
210,000
<LONG-TERM-DEBT-NET> 1,081,857
<SHORT-TERM-NOTES> 0
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1,665
<CAPITAL-LEASE-OBLIGATIONS> 60,371
<LEASES-CURRENT> 39,288
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<OTHER-OPERATING-EXPENSES> 486,360
<TOTAL-OPERATING-EXPENSES> 519,764
<OPERATING-INCOME-LOSS> 147,493
<OTHER-INCOME-NET> 12,196
<INCOME-BEFORE-INTEREST-EXPEN> 159,689
<TOTAL-INTEREST-EXPENSE> 84,770
<NET-INCOME> 74,919
13,986
<EARNINGS-AVAILABLE-FOR-COMM> 60,933
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 71,778
<CASH-FLOW-OPERATIONS> 199,498
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
