Unassociated Document


    Exhibit
      4.5
      
        
          

        



      


      


      


      


      


      


      


      


      OHIO
        EDISON
        COMPANY

      


      


      with

      


      


      


      THE
        BANK OF
        NEW YORK,

      As
        Trustee

      


      


      __________

      


      Twelfth
        Supplemental Indenture

      


      


      Providing
        among other things for

      


      Mortgage
        Bonds

      


      Guarantee
        Series C of 2005 due 2009

      


      


      _________

      


      


      Dated
        as of
        April 15, 2005

      


      


      


      
        
          

        



      


       

      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



       

      SUPPLEMENTAL
        INDENTURE,
        dated as of
        April 15, 2005 between Ohio
        Edison
        Company, a
        corporation
        organized and existing under the laws of the State of Ohio (hereinafter called
        the “Company”) and The
        Bank of New
        York,
        a banking corporation organized and existing under the laws of the State
        of New
        York, as Trustee under the Indenture hereinafter referred to.

       

      WHEREAS,
        the
        Company has heretofore executed and delivered to The
        Bank of New
        York,
        as Trustee (hereinafter called the “Trustee”), a certain General Mortgage
        Indenture and Deed of Trust, dated as of January 1, 1998, to secure
        bonds
        of the Company, issued and to be issued in series, from time to time, in
        the
        manner and subject to the conditions set forth in the said Indenture, which
        Indenture as heretofore and hereby supplemented is hereinafter referred to
        as
        the “Indenture”; and 

       

      WHEREAS,
        the
        Company, by appropriate corporate action in conformity with the terms of
        the
        Indenture, has duly determined to create a new series of bonds under the
        Indenture, consisting of $258,672,750 in principal amount to be designated
        as
“Mortgage Bonds, Guarantee Series C of 2005 due 2009” (hereinafter referred
        to as the “bonds of Guarantee Series C”), which shall bear interest at the
        rate per annum set forth in, shall be subject to certain redemption rights
        and
        obligations set forth in, and will otherwise be in the form and have the
        terms
        and provisions provided for in this Supplemental Indenture and set forth
        in the
        following form: 

       

      [Form
        of Bond of
        Guarantee Series C]

       

      This
        bond is not
        transferable except to a successor trustee under the Trust Agreement dated
        as of
        April 1, 2005 between Energy Acquisition Corporation II and
        U.S. Bank,
        National Association, as trustee, or in connection with the exercise of the
        rights and remedies of the holder hereof consequent upon an “Event of Default”
        as defined in the Indenture referred to herein.

       

      OHIO
        EDISON
        COMPANY

       

      Mortgage
        Bond,
        Guarantee Series C of 2005 due 2009

       

      Due
        February 15, 2009

       

      $                                                                                                                                                                                              
        No.

       

      Ohio
        Edison
        Company,
        a corporation of
        the State of Ohio (hereinafter called the Company), for value received, hereby
        promises to pay to                          ,
        or registered
        assigns,                           dollars
        at an
        office or agency of the Company in the Borough of Manhattan, The City of
        New
        York, New York or the City of Akron, Ohio, on February 15, 2009 in
        any coin
        or currency of the United States of America which at the time of payment
        is
        legal tender for public and private debts, and to pay at said office or agency
        to the registered owner hereof, in like coin or currency, interest thereon
        from
        the Initial Interest Accrual Date (hereinbelow defined) at the EAC Bond Interest
        Rate (hereinafter defined) per annum payable semi-annually on February 15
        and
        August 15 in each year commencing on the February 15 or August 15
        immediately succeeding the Initial Interest Accrual Date (each such date
        herein
        referred to as an “interest payment date”) on and until maturity, or, in the
        case of any bonds of this series duly called for redemption, on and until
        the
        redemption date, or in the case of any default by the Company in the payment
        of
        the principal due on any bonds of this series, until the Company’s obligation
        with respect to the payment of the principal shall be discharged as provided
        in
        the Indenture referred to on the reverse hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        provisions of
        this bond are continued on the reverse hereof and such continued provisions
        shall for all purposes have the same effect as though fully set forth at
        this
        place.

       

      This
        bond shall not
        become valid or obligatory until The Bank of New York, the Trustee under
        the
        Indenture referred to on the reverse hereof, or its successor thereunder,
        shall
        have authenticated the form of certificate endorsed hereon.

       

      IN
        WITNESS WHEREOF, Ohio Edison Company has caused this bond to be signed in
        its
        name by its President or a Vice President, by his or her signature or a
        facsimile thereof, and its corporate seal to be affixed hereto or reproduced
        hereon, attested by its Corporate Secretary or an Assistant Corporate Secretary,
        by his or her signature or a facsimile thereof.

       

      
        	 Dated,	 	 
	 	OHIO
                EDISON COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title 


      

       

       

       

      
        	 Attest:	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Title:
	 	 	 


      

       

      


      [Form
        of Trustee’s
        Authentication Certificate]

      


      Trustee’s
        Authentication Certificate

      


      This
        is one of the
        bonds of the series designated therein referred to in the within-mentioned
        Indenture.

       

      
        
          	 	 	 
	 	
                  THE
                    BANK OF NEW YORK,

                      
                    as
                    Trustee

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	Authorized
                  Signatory


        



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      [Reverse
        of Form of
        Bond of Guarantee Series C]

       

      OHIO
        EDISON
        COMPANY

       

      Mortgage
        Bond,
        Guarantee Series C of 2005 due 2009

       

      This
        bond is one of
        an issue of bonds of the Company, issuable in series, and is one of a series
        known as its Mortgage Bonds of the series designated in its title, all issued
        and to be issued under and equally secured (except as to any money, obligations
        or other instruments, or earnings thereon, deposited with the Trustee in
        accordance with the provisions of the Indenture hereinafter mentioned for
        the
        bonds of any particular series) by a General Mortgage Indenture and Deed
        of
        Trust, dated as of January 1, 1998, executed by the Company to The
        Bank of
        New York, as Trustee, as amended and supplemented by indentures supplemental
        thereto, to which Indenture as so amended and supplemented (herein referred
        to
        as the “Indenture”) reference is made for a description of the property
        mortgaged and pledged, the nature and extent of the security, the rights
        of the
        holders of the bonds in respect thereof and the terms and conditions upon
        which
        the bonds are secured.

       

      Bonds
        of this
        series shall be issuable in denominations of $1.00.

       

      The
        bonds of this
        series shall be redeemed in whole or in part by payment of the principal
        amount
        to be redeemed, plus accrued interest thereon, if any, to the date fixed
        for
        redemption, upon receipt by the Trustee of a written advice from the holder
        hereof (i) stating that the Company, after demand therefor, has failed
        to
        pay amounts it is obligated to pay under (A) the Master Agreement dated as
        of
        March 31, 2005 by and among the Company, The Cleveland Electric
        Illuminating Company, the Energy Acquisition Corporation II (“EAC II”), the Ohio
        Schools Council (“OSC”) and U.S. Bank, National Association (“U.S. Bank”), as
        trustee; (B) the Master Agreement dated as of March 31, 2005 by and
        among
        the Company, The Toledo Edison Company, EAC II, OSC and U.S. Bank, as trustee;
        and (C) the Master Agreement dated as of March 31, 2005 by and among
        the
        Company, EAC II, OSC and U.S. Bank, as trustee, (ii) specifying
        the
        amounts not paid, which amount (rounded up to the nearest $1,000) shall be
        the
        principal amount of the bonds of this series to be redeemed, and (iii)
        establishing a redemption date which shall not be less than 30 nor more than
        60
        days from the date of such written advice. The date of such written advice
        shall
        become the initial interest accrual date (the “Initial Interest Accrual Date”)
        with respect to the principal amount of the bonds of this series to be redeemed
        with respect to such written advice, but shall not constitute the Initial
        Interest Accrual Date for any other bonds of this series.

       

      Bonds
        of this
        series are not otherwise redeemable prior to their maturity.

       

      Bonds
        of this
        series shall be deemed to be paid and cancelled and no longer outstanding
        under
        the Indenture to the extent that the aggregate principal amount thereof exceeds
        105% of the aggregate principal amount of Energy Acquisition Corporation
        II
        Electric Energy Acquisition Taxable Revenue Bonds, Series 2005 (Energy for
        Education Program II (the “EAC Bonds”)), issued and outstanding from time to
        time under the Trust Agreement dated as of April 1, 2005 (the “EAC II Trust
        Agreement”), between EAC II and U.S. Bank, National Association, as
        trustee.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “EAC
        Bond Interest
        Rate” shall mean the interest rate borne from time to time on the EAC
        Bonds.

       

      Unless
        and until
        the Trustee shall have received the aforesaid written advice, the Trustee
        may
        conclusively presume that the obligation of the Company to pay the principal
        of,
        and interest, if any, on the bonds of this series shall not have
        arisen.

       

      The
        principal
        hereof may be declared or may become due on the conditions, in the manner
        and at
        the time set forth in the Indenture, upon the occurrence of an Event of Default
        (as defined in the Indenture) as in the Indenture provided.

       

      No
        recourse shall be had for the payment of the principal of or premium, or
        interest if any, on this bond, or any part hereof, or for any claim based
        hereon
        or otherwise in respect hereof, or of the indebtedness represented hereby,
        or
        upon any obligation, covenant or agreement under the Indenture, against any
        incorporator, stockholder, officer or director, as such, past, present or
        future
        of the Company or of any predecessor or successor corporation (either directly
        or through the Company or a predecessor or successor corporation), whether
        by
        virtue of any Constitutional provision, statute or rule of law, or by the
        enforcement of any assessment or penalty or otherwise, all such liability
        of
        incorporators, stockholders, officers and directors being released by the
        registered owner hereof by the acceptance of this bond and being likewise
        waived
        and released by the terms of the Indenture.

       

      The
        bonds of this
        series are issuable only as a single registered bond without coupons in a
        denomination equal to the aggregate principal amount of bonds of this series
        outstanding. If and to the extent this bond becomes transferable, the registered
        owner hereof, in person or by attorney duly authorized, may effectuate such
        transfer at an office or agency of the Company, in the Borough of Manhattan,
        The
        City of New York, New York or the City of Akron, Ohio, upon surrender
        and
        cancellation of this bond and thereupon a new registered bond or bonds of
        the
        same series for a like principal amount, will be issued to the transferee
        in
        exchange therefor, as provided in the Indenture, and upon payment, if the
        Company shall require it, of the transfer charges therein prescribed. The
        Company and the Trustee may deem and treat the person in whose name this
        bond is
        registered as the absolute owner for the purpose of receiving payment of
        or on
        account of the principal and interest due hereon and for all other
        purposes.

       

      [End
        of Form of
        Bond of Guarantee Series C]

       

      WHEREAS,
        the
        Company deems it advisable to enter into this Supplemental Indenture for
        the
        purposes of establishing the form, terms and provisions of the bonds of the
        Guarantee Series C, as provided and contemplated by Sections 2.01(a)
        and
        3.01(b) of the Indenture, and the Company has requested and hereby requests
        the
        Trustee to join in the execution of this Supplemental Indenture;

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      NOW,
        THEREFORE,
IT
        IS
        HEREBY COVENANTED, DECLARED AND AGREED, by
        the Company,
        that all such bonds of Guarantee Series C are to be issued, authenticated
        and delivered, subject to this Supplemental Indenture and to the further
        covenants, conditions, uses and trusts in the Indenture set forth, and the
        parties hereto mutually agree as follows:

       

      SECTION
        1.  Bonds
        of Guarantee
        Series C shall be designated as the Company’s “Mortgage Bonds, Guarantee
        Series C of 2005 due 2009.” The bonds of Guarantee Series C shall bear
        interest from the Initial Interest Accrual Date as provided in the form of
        the
        bond hereinabove set forth, and such provisions are incorporated at this
        place
        as though set forth in their entirety. The interest rate and maturity date
        of
        the bonds of Guarantee Series C shall be as set forth in the form
        the bond
        hereinabove set forth. Principal or redemption price of and interest on the
        bonds of Guarantee Series C shall be payable in any coin or currency
        of the
        United States of America which at the time of payment is legal tender for
        public
        and private debts, at an office or agency of the Company in the Borough of
        Manhattan, The City of New York, New York or the City of Akron,
        Ohio.

       

      Definitive
        bonds of
        Guarantee Series C may be issued, originally or otherwise, only as
        registered bonds, substantially in the form of bond hereinabove set forth,
        and
        in a single denomination equal to the aggregate principal amount thereof
        that is
        Outstanding. Delivery of a bond of Guarantee Series C to the Trustee
        for
        authentication shall be conclusive evidence that its serial number has been
        duly
        approved by the Company.

       

      The
        bonds of
        Guarantee Series C shall be redeemable as provided in the form of
        bond
        hereinabove set forth, and such provisions are incorporated at this place
        as
        though set forth in their entirety. 

       

      SECTION
        2.  Bonds
        of Guarantee
        Series C shall be deemed to be paid and cancelled and no longer outstanding
        under the Indenture to the extent that the aggregate principal amount thereof
        exceeds 105% of the aggregate principal amount of Energy Acquisition
        Corporation II Electric Energy Acquisition Taxable Revenue Bonds,
        Series 2005 (Energy for Education Program II), issued and outstanding
        from time to time under the EAC II Trust Agreement (as defined in
        the form
        of bond of Guarantee Series C hereinabove set forth). The Trustee may rely
        on an
        Officer’s Certificate to this effect. 

       

      Unless
        and until
        the Trustee shall have received from the holder of the bond of Guarantee
        Series
        C any written advice establishing a redemption date, as provided in the form
        of
        bond of Guarantee Series C hereinabove set forth, the Trustee may
        conclusively presume that the obligation of the Company to pay the principal
        of,
        and interest, if any, on the bonds of Guarantee Series C shall not
        have
        arisen.

       

      SECTION
        3.  Bonds
        of Guarantee
        Series C are not transferable except in connection with the exercise
        of the
        rights and remedies of the holder thereof consequent upon an “Event of Default”
        as defined in the Indenture. If and to the extent bonds of Guarantee
        Series C become transferable, such transfer may be accomplished by
        the
        Holders thereof, in person or by attorney duly authorized, at an office or
        agency of the Company in the Borough of Manhattan, The City of New York,
        New York or the City of Akron, Ohio, but only in the manner and upon
        the
        conditions prescribed in the Indenture and in the form of bond hereinabove
        recited.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      SECTION
        4.  The
        principal
        amount of bonds of Guarantee Series C which may be authenticated and delivered
        hereunder is limited to the aggregate principal amount of Two Hundred
        Fifty-eight Million Six Hundred Seventy-two Thousand Seven Hundred Fifty
        Dollars
        ($258,672,750.00). The bonds of Guarantee Series C shall be issuable
        in
        denominations of $1.00.

       

      Bonds
        of Guarantee
        Series C in the aggregate principal amount of Two Hundred Fifty-eight Million
        Six Hundred Seventy-two Thousand Seven Hundred Fifty Dollars ($258,672,750)
        may
        at any time subsequent to the execution hereof be executed by the Company
        and
        delivered to the Trustee and shall be authenticated by the Trustee and delivered
        (either before or after the recording hereof) upon the basis of Unbonded
        Class
“A” Bonds issued and delivered to the Trustee for such purpose, pursuant to
        a
        Company Order referred to in Section 4.01 of the Indenture and upon receipt
        by
        the Trustee of the opinions and other documents required by Sections 4.01
        and
        4.02 of the Indenture.

       

      SECTION
        5. Except
        as herein
        otherwise expressly provided, no duties, responsibilities or liabilities
        are
        assumed, or shall be construed to be assumed, by the Trustee by reason of
        this
        Supplemental Indenture; the Trustee shall not be responsible in any manner
        whatsoever for or in respect of the validity or sufficiency of this Supplemental
        Indenture or for or in respect of the recitals herein or in the bonds (except
        the Trustee’s authentication certificate), all of which are made by the Company
        solely; and this Supplemental Indenture is executed and accepted by the Trustee,
        subject to all the terms and conditions set forth in the Indenture, as fully
        to
        all intents and purposes as if the terms and conditions of the Indenture
        were
        herein set forth at length.

       

      SECTION
        6.  As
        supplemented by
        this Supplemental Indenture, the Indenture is in all respects ratified and
        confirmed, and the Indenture as herein defined, and this Supplemental Indenture,
        shall be read, taken and construed as one and the same instrument. Capitalized
        terms used herein and not otherwise defined herein shall have the meaning
        ascribed to them in the Indenture.

       

      SECTION
        7.  Nothing
        in this
        Supplemental Indenture contained shall or shall be construed to confer upon
        any
        person other than a Holder of Bonds issued under the Indenture, the Company
        and
        the Trustee any right or interest to avail himself of any benefit under any
        provision of the Indenture or of this Supplemental Indenture.

       

      SECTION
        8.  This
        Supplemental
        Indenture may be simultaneously executed in several counterparts and all
        such
        counterparts executed and delivered, each as an original, shall constitute
        but
        one and the same instrument.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


       

      In
        Witness Whereof, Ohio Edison Company
        and The
        Bank of New
        York have
        caused these
        presents to be executed in their respective names by their respective Presidents
        or one of their Vice Presidents or Assistant Vice Presidents and their
        respective seals to be hereunto affixed and attested by their respective
        Corporate Secretaries or one of their Vice Presidents, Assistant Corporate
        Secretaries or Assistant Treasurers, all as of the day and year first above
        written.

       

      
        
          	 	 	 
	 	OHIO
                  EDISON COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	
                  Richard
                    H.
                    Marsh

                  Senior Vice President
                    and

                  Chief Financial
                    Officer

                


        



      


      [Seal]

       

      
        	 	 	 	 
	Attest: 	 	 	 
	
                

              	 	 	
              
	
                David
                  W.
                  Whitehead

                Corporate
                  Secretary


              	 	 	
              


      

       

      Signed,
        Sealed and
        Acknowledged on behalf of

      Ohio
        Edison
        Company
        in the presence
        of: 

       

      
        	 	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Richard
                L.
                Anthony	 	 	 


      

       

      
        	 	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	George
                J.
                Andler	 	 	 


      

      


      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	 	 	 
	 	
                THE
                  BANK OF NEW YORK,

                 
                  as Trustee

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Louis
                  P.
                  Young

                Vice
                  President

              


      

       

      [Seal]
        

       

      
        
          	 	 	 	 
	Attest:	 	 	 
	
                  

                	 	 	
                
	
                  Julie
                    Salovitch-Miller

                  Vice
                    President

                	 	 	
                


        



      Signed,
        Sealed and
        Acknowledged on behalf of

      The
        Bank of New
        York
        in the presence of: 

       

      
        	 	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Remo
                Reale	 	 	
              


      

       

      
        	 	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Ada
                L.
                Li	 	 	 


      

      


      


       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      STATE
        OF
        OHIO                  
         )

      )
        ss.:

      COUNTY
        OF
        SUMMIT            
        )

       

       

      On
        the ____ day of April in the year 2005 before me, the undersigned, personally
        appeared Richard H. Marsh and David W. Whitehead, personally known to me
        or
        proved to me on the basis of satisfactory evidence to be the individuals
        whose
        names are subscribed to the within instrument and acknowledged to me that
        they
        executed the same in their capacity as Senior Vice President and Chief Financial
        Officer and Corporate Secretary, respectively, and that by their signatures
        on
        the instrument, the individuals, or the person or entity upon behalf of which
        the individuals acted, executed the instruments.

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                Susie
                  M.
                  Hoisten

                Notary Public

                Residence - Summit
                  County

                Statewide Jurisdiction,
                  Ohio

                My Commission Expires
                  December 9, 2006

              


      

       

       

      [SEAL]


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      STATE
        OF NEW
        YORK           
         )


      )
        ss.:


      COUNTY
        OF NEW
        YORK         
        )

       

       

      On
        the ___ day of April in the year 2005 before me, the undersigned, personally
        appeared Louis P. Young and Julie Salovitch-Miller, each personally known
        to me
        or proved to me on the basis of satisfactory evidence to be the individuals
        whose names are subscribed to the within instrument and acknowledged to me
        that
        they executed the same in their capacity as Vice President and Vice President
        ,
        respectively, of The Bank of New York, and that by their signatures
        on the
        instrument, the individuals, or the person or entity upon behalf of which
        the
        individuals acted, executed the instruments.

       

      
        	 	 	 
	 	
              
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                William
                  J.
                  Cassels

                Notary Public, State
                  of New
                  York

                No. 01CA5027729

                Qualified in Bronx
                  County

                Commission expires
                  May 18,
                  2006

              


      

      


       

       

      [SEAL]


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      The
        Bank of New
        York hereby certifies that its precise name and address as Trustee hereunder
        are:

       

       

      The
        Bank of New
        York 

      101
        Barclay
        Street

      City,
        County and
        State of New York 10286

       

      
        	 	 	 
	 	THE
                BANK OF NEW YORK
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Louis
                  P.
                  Young

                Vice
                  President

              


      

      


       

      


       

      This
        instrument was
        prepared by FirstEnergy Corp.

       

       

      


      
        
          
          

        

        
          11