Exhibit 4-A-43
_________________________________________________________
_________________________________________________________
JERSEY CENTRAL POWER & LIGHT COMPANY
TO
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
__________
SUPPLEMENTAL INDENTURE
__________
Dated as of August 15, 1996
_________________________________________________________
_________________________________________________________
MORTGAGE
FIFTY-FIRST SUPPLEMENTAL INDENTURE, dated as of the 15th
day of August, 1996, made and entered into by and between JERSEY
CENTRAL POWER & LIGHT COMPANY, a corporation organized and
existing under the laws of the State of New Jersey (hereinafter
called the "Company"), party of the first part, and UNITED STATES
TRUST COMPANY OF NEW YORK, a bank and trust company organized
under the State of New York bank law, with its principal
corporate trust office at 114 West 47th Street, New York, New
York, 10036-1532, as Successor Trustee under the Original
Indenture hereinafter mentioned (the Successor Trustee being
hereinafter sometimes called "Trustee"), party of the second
part.
WHEREAS, the Company has heretofore executed and delivered
to City Bank Farmers Trust Company an Indenture dated as of March
1, 1946 (hereinafter called the "Original Indenture"), to secure
the principal of and the interest and premium (if any) on all
bonds at any time issued and outstanding thereunder, to declare
the terms and conditions upon which bonds are to be issued
thereunder and to subject to the lien thereof certain property
therein described; and
WHEREAS, United States Trust Company of New York is now
acting as Successor Trustee under the Original Indenture and the
indentures supplemental thereto hereinafter enumerated; and
WHEREAS, the Original Indenture has heretofore been
supplemented by a First Supplemental Indenture dated as of
December 1, 1948, a Second Supplemental Indenture dated as of
April 1, 1953, a Third Supplemental Indenture dated as of June 1,
1954, a Fourth Supplemental Indenture dated as of May 1, 1955, a
Fifth Supplemental Indenture dated as of August 1, 1956, a Sixth
Supplemental Indenture dated as of July 1, 1957, a Seventh
Supplemental Indenture dated as of July 1, 1959, an Eighth
Supplemental Indenture dated as of June 1, 1960, a Ninth
Supplemental Indenture dated as of November 1, 1962, a Tenth
Supplemental Indenture dated as of October 1, 1963, an Eleventh
Supplemental Indenture dated as of October 1, 1964, a Twelfth
Supplemental Indenture dated as of November 1, 1965, a Thirteenth
Supplemental Indenture dated as of August 1, 1966, a Fourteenth
Supplemental Indenture dated as of September 1, 1967, a Fifteenth
Supplemental Indenture dated as of October 1, 1968, a Sixteenth
Supplemental Indenture dated as of October 1, 1969, a Seventeenth
Supplemental Indenture dated as of June 1, 1970, an Eighteenth
Supplemental Indenture dated as of December 1, 1970, a Nineteenth
Supplemental Indenture dated as of February 1, 1971, a Twentieth
Supplemental Indenture dated as of November 1, 1971, a
Twenty-first Supplemental Indenture dated as of August 1, 1972, a
Twenty-second Supplemental Indenture dated as of August 1, 1973,
a Twenty-third Supplemental Indenture dated as of October 1,
1973, a Twenty-fourth Supplemental Indenture dated as of December
1, 1973, a Twenty-fifth Supplemental Indenture dated as of
November 1, 1974, a Twenty-sixth Supplemental Indenture dated as
of March 1, 1975, a Twenty-seventh Supplemental Indenture dated
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as of July 1, 1975, a Twenty-eighth Supplemental Indenture dated
as of October 1, 1975, a Twenty-ninth Supplemental Indenture
dated as of February 1, 1976, a Supplemental Indenture No. 29A
dated as of May 31, 1976, a Thirtieth Supplemental Indenture
dated as of June 1, 1976, a Thirty-first Supplemental Indenture
dated as of May 1, 1977, a Thirty-second Supplemental Indenture
dated as of January 20, 1978, a Thirty-third Supplemental
Indenture dated as of January 1, 1979, a Thirty-fourth
Supplemental Indenture dated as of June 1, 1979, a Thirty-fifth
Supplemental Indenture dated as of June 15, 1979, a Thirty-sixth
Supplemental Indenture dated as of October 1, 1979, a
Thirty-seventh Supplemental Indenture dated as of September 1,
1984, a Thirty-eighth Supplemental Indenture dated as of July 1,
1985, a Thirty-ninth Supplemental Indenture dated as of April 1,
1988, a Fortieth Supplemental Indenture dated as of June 14,
1988, a Forty-first Supplemental Indenture dated as of April 1,
1989, a Forty-second Supplemental Indenture dated as of July 1,
1989, a Forty-third Supplemental Indenture dated as of March 1,
1991, a Forty-fourth Supplemental Indenture dated as of March 1,
1992, a Forty-fifth Supplemental Indenture dated as of October 1,
1992, a Forty-sixth Supplemental Indenture dated as of April 1,
1993, a Forty-seventh Supplemental Indenture dated as of April
10, 1993, a Forty-eighth Supplemental Indenture dated as of April
15, 1993, a Forty-ninth Supplemental Indenture dated as of
October 1, 1993, and a Fiftieth Supplemental Indenture dated as
of August 1, 1994 (hereinafter respectively called "First
Supplemental Indenture," "Second Supplemental Indenture," "Third
Supplemental Indenture," "Fourth Supplemental Indenture," "Fifth
Supplemental Indenture," "Sixth Supplemental Indenture," "Seventh
Supplemental Indenture," "Eighth Supplemental Indenture," "Ninth
Supplemental Indenture," "Tenth Supplemental Indenture,"
"Eleventh Supplemental Indenture," "Twelfth Supplemental
Indenture," "Thirteenth Supplemental Indenture," "Fourteenth
Supplemental Indenture," "Fifteenth Supplemental Indenture,"
"Sixteenth Supplemental Indenture," "Seventeenth Supplemental
Indenture," "Eighteenth Supplemental Indenture," "Nineteenth
Supplemental Indenture," "Twentieth Supplemental Indenture,"
"Twenty-first Supplemental Indenture," "Twenty-second
Supplemental Indenture," "Twenty-third Supplemental Indenture,"
"Twenty-fourth Supplemental Indenture," "Twenty-fifth
Supplemental Indenture," "Twenty-sixth Supplemental Indenture,"
"Twenty-seventh Supplemental Indenture," "Twenty-eighth
Supplemental Indenture," "Twenty-ninth Supplemental Indenture,"
"Supplemental Indenture No. 29A," "Thirtieth Supplemental
Indenture," "Thirty-first Supplemental Indenture,"
"Thirty-second Supplemental Indenture," "Thirty-third
Supplemental Indenture," "Thirty-fourth Supplemental Indenture,"
"Thirty-fifth Supplemental Indenture," "Thirty-sixth
Supplemental Indenture," "Thirty-seventh Supplemental Indenture,"
"Thirty-eighth Supplemental Indenture," "Thirty-ninth
Supplemental Indenture," "Fortieth Supplemental Indenture,"
"Forty-first Supplemental Indenture," "Forty-second Supplemental
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Indenture," "Forty-third Supplemental Indenture," "Forty-fourth
Supplemental Indenture," "Forty-fifth Supplemental Indenture,"
"Forty-sixth Supplemental Indenture," "Forty-seventh Supplemental
Indenture," "Forty-eighth Supplemental Indenture", "Forty-ninth
Supplemental Indenture", and "Fiftieth Supplemental Indenture",
collectively called "the Supplemental Indentures"), for the
purposes therein expressed; and
WHEREAS, the Original Indenture has been recorded in the
proper recording offices of the following counties in the State
of New Jersey and the Commonwealth of Pennsylvania in Books of
Mortgages at the pages respectively stated as follows:
NEW JERSEY
Mortgage
County Book Page
Burlington 360 1 &c
Camden 2423 37 &c
Essex I-103 155 &c
Hunterdon 439 284 &c
Mercer 732 280 &c
Middlesex 871 101 &c
Monmouth 1365 1 &c
Morris Z-16 1 &c
Ocean 385 33 &c
Passaic B-24 1 &c
Somerset 386 1 &c
Sussex 394 148 &c
Union 1474 1 &c
Warren 279 191 &c
PENNSYLVANIA
Armstrong 213 421 &c
Bucks 2133 151 &c
Dauphin N52 1 &c
Indiana 200 371 &c
Montgomery 7537 1287 &c
Northampton 1159 1 &c
; and
WHEREAS, the Supplemental Indentures have been recorded in
the proper recording offices of the appropriate counties in the
State of New Jersey and the Commonwealth of Pennsylvania; and
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WHEREAS, the Original Indenture, as the same may be amended
or supplemented from time to time by indentures supplemental
thereto, is hereinafter referred to as "the Indenture"; and
WHEREAS, the Original Indenture authorizes the Company and
the Trustee to enter into supplemental indentures for the
purpose, among others, of (i) conveying, transferring and
assigning to the Trustee, and subjecting to the lien thereof,
additional properties thereafter acquired by the Company, and
(ii) curing an ambiguity or correcting or supplementing any
provision contained in the Original Indenture; and
WHEREAS, the Company desires to subject specifically to the
lien of the Indenture certain property acquired by the Company
and more particularly described in Schedule A; and
WHEREAS, the provisions of Article XVII, Section 17.01(f) of
the Original Indenture provide that indentures supplemental to
the Original Indenture may be executed and delivered for any
purpose not inconsistent with the terms of the Original Indenture
or to cure any ambiguity or to correct or supplement any
provision contained in the Original Indenture or in any
supplemental indenture which may be defective or inconsistent
with any other provision contained in the Original Indenture or
in any supplemental indenture, or to make such other provisions
in regard to matters or questions arising under the Original
Indenture which shall not be inconsistent with the provisions of
the Original Indenture and which shall not adversely affect the
interests of the holders of the bonds; and
WHEREAS, the Company desires to cure an ambiguity in Article
I, Section 1.05(B)(2) of the Original Indenture relating to the
identification and inclusion of property additions in officers'
certificates of bondable value of property additions; and
WHEREAS, the Company, in the exercise of the powers and
authority conferred upon and reserved to it under the provisions
of the Original Indenture and pursuant to appropriate action of
its Board of Directors, has fully resolved and determined to
make, execute and deliver to the Trustee a Fifty-first
Supplemental Indenture in the form hereof for the purposes herein
provided; and
WHEREAS, the Company represents that all conditions and
requirements necessary to make this Fifty-first Supplemental
Indenture, in the form and upon the terms hereof, a valid,
binding and legal instrument, in accordance with its terms, and
for the purposes herein expressed, have been done, performed and
fulfilled, and the execution and delivery hereof, in the form and
upon the terms hereof, have been in all respects duly authorized.
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NOW THEREFORE, THIS FIFTY-FIRST SUPPLEMENTAL INDENTURE
WITNESSETH: That Jersey Central Power & Light Company, in
consideration of the premises, and the execution and delivery by
the Trustee of this Fifty-first Supplemental Indenture and for
other good and valuable considerations, receipt of which is
hereby acknowledged, has granted, bargained, sold, aliened,
enfeoffed, released, conveyed, mortgaged, assigned, transferred,
pledged, set over and confirmed, and by these presents does
grant, bargain, sell, alien, enfeoff, release, convey, mortgage,
assign, transfer, pledge, set over and confirm unto United States
Trust Company of New York, as Successor Trustee as aforesaid, and
to its successors in the trust created by the Original Indenture
and to its and their successors and assigns forever, all the
following properties of the Company, that is to say:
FIRST
All property additions, as defined in and by Section 1.03 of
the Original Indenture, acquired by the Company on or after
August 1, 1994, and prior to August 15, 1996, and now owned by
the Company.
SECOND
Also all property of the character and nature specified in
the "Second," "Third," "Fourth," "Fifth," and "Sixth"
subdivisions of the granting clauses of the Original Indenture.
THIRD
All those certain lots, tracts or parcels of real estate and
interest more particularly and specifically described in Schedule
A attached hereto and hereby made a part hereof.
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this Fifty-
first Supplemental Indenture and from the lien and operation of
the Indenture, all property which, prior to the date of this
Fifty-first Supplemental Indenture, shall have been released from
the lien of, or disposed of by the Company in accordance with the
provisions of the Indenture; and all the tracts or parcels of
land and premises and all property of every kind and type
excepted and excluded from, and not heretofore or hereby
expressly subjected to, the lien of the Original Indenture by the
terms thereof whether such property was owned by the Company at
the date thereof or has been acquired since that date.
SUBJECT, HOWEVER, except as otherwise expressly provided in
this Fifty-first Supplemental Indenture, to the exceptions,
reservations and matters recited in the Indenture, to the
reservations, exceptions, limitations and restrictions contained
in the several deeds, grants, franchises and contracts or other
instruments through which the Company acquired or claims title to
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the aforesaid property; and subject also to existing leases, to
liens on easements or rights-of-way for transmission or
distribution line purposes, to taxes and assessments not in
default, to easements for alleys, streets, highways, rights-of-
way and railroads that may run across or encroach upon said
lands, to joint pole and similar agreements, to undetermined
liens and charges, if any, incidental to the construction and
other permissible encumbrances, as defined in the Original
Indenture, and subject also to the provisions of Section 13.03 of
the Original Indenture.
In trust, nevertheless, upon the terms and trusts set forth
in the Indenture.
AND THIS FIFTY-FIRST SUPPLEMENTAL INDENTURE FURTHER
WITNESSETH: That the Company, for the considerations aforesaid,
hereby covenants and agrees to and with the Trustee and its
successors in the trust under the Indenture, as follows:
ARTICLE I.
CONCERNING THE TRUSTEE.
SECTION 1.01. The Trustee hereby accepts the properties
hereby mortgaged and conveyed to it upon the trusts hereinbefore
referred to and agrees to perform the same upon the terms and
conditions set forth in the Indenture.
SECTION 1.02. The Trustee shall not be responsible in any
manner for or with respect to the validity or sufficiency of this
Fifty-first Supplemental Indenture, or the due execution hereof
by the Company, or for or with respect to the recitals and
statements contained herein, all of which recitals and statements
are made solely by the Company.
ARTICLE II
CURING AN AMBIGUITY IN ARTICLE I, SECTION 1.05
OF THE ORIGINAL INDENTURE
SECTION 2.01. Pursuant to Article XVII, Section 17.01(f) of
the Original Indenture, for the purpose of curing an ambiguity in
Article I, Section 1.05 relating to the identification and
inclusion of property additions in officers' certificates of
bondable value of property additions, Section 1.05(B)(2) of the
Original Indenture is hereby revised and restated in its entirety
as follows:
"(2) a brief identification, including the location, of the
property additions then being certified to the Trustee; if any
property included in such property additions is located on any
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leasehold, other than those of the nature described in paragraph
d) of the definition of property additions,stating that such
leasehold extends beyond the date of maturity of all bonds then
outstanding under this Indenture and all additional bonds applied
for at the particular time, and that the amount then and
theretofore included in property additions on account of
leasehold estates or improvements, extensions or additions
thereto, other than those of the nature described in paragraph
(d) of the definition of property additions, does not in the
aggregate exceed five per centum (5%) of the aggregate principal
amount of all bonds then outstanding and all bonds which might
then be authenticated and delivered hereunder pursuant to the
provisions of Sections 4.03, 4.04 and 4.05 hereof; if any
property included in such property additions is subject to a
prior lien securing prior lien bonds which have not been
described in accordance with clause (10) of this paragraph B in a
preceding certificate delivered to the Trustee pursuant to this
paragraph B, stating (i) the principal amount of prior lien bonds
secured by such prior lien and then to become refundable prior
lien bonds, and (ii) the aggregate principal amount of prior lien
bonds then outstanding which became, at any previous time,
refundable prior lien bonds, and (iii) stating that the inclusion
of said property in the certificate does not result in a
violation of the covenants contained in the first paragraph of
Section 5.15 hereof; (i) no annual officers' certificate of
bondable value of property additions shall include property
additions made, constructed or acquired by the Company during the
period prior to the date of the last preceding annual officers'
certificate of bondable value of property additions delivered to
the Trustee pursuant to this paragraph B, and (ii) each officers'
certificate other than an annual officers' certificate of
bondable value of property additions may include property
additions made, constructed or acquired by the Company during the
period subsequent to the date of the last preceding annual
officers' certificate of bondable value of property additions
delivered to the Trustee pursuant to this paragraph B, if such
property additions have not been included in a previous
certificate, except, in either case, (a) that such certificate
may include property additions made, constructed or acquired by
the Company prior to said dates if such property additions are
subject to a prior lien and have not been included in a previous
certificate, and (b) that any property additions acquired by the
Company within 15 days preceding, or to be so acquired
concurrently with the granting of any application in connection
with which such officers' certificate is delivered to the
Trustee, may, unless such property additions are to be acquired
in exchange or substitution for bondable property, be certified
to the Trustee as property additions in such officers'
certificate and in such event shall be treated for all purposes
of this Indenture has having been acquired on or before the date
of such officers' certificate."
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ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. For all purposes hereof, except as the
context may otherwise require, (a) all terms contained herein
shall have the meanings given such terms in, and (b) all
references herein to sections of the Original Indenture shall be
deemed to be to such sections of, the Original Indenture as the
same heretofore has been or hereafter may be amended by an
indenture or indentures supplemental thereto.
SECTION 3.02. As amended and supplemented by the aforesaid
indentures supplemental thereto and by this Fifty-first
Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed and the Original Indenture and the
aforesaid indentures supplemental thereto and this Fifty-first
Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
SECTION 3.03. This Fifty-first Supplemental Indenture shall
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.
IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY,
party of the first part, has caused this instrument to be signed
in its name and behalf by its President or a Vice President, and
its corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary and United States Trust
Company of New York, as Successor Trustee as aforesaid, the party
of the second part, in token of its acceptance of the trust
hereby created, has caused this instrument to be signed in its
name and behalf by an Authorized Officer and its corporate seal
to be hereunto affixed and attested by an Authorized Officer, all
as of the day and year first above written.
JERSEY CENTRAL POWER & LIGHT COMPANY
By
T. G. Howson
Vice President
ATTEST:
M. A. Nalewako
Assistant Secretary
Signed, sealed and delivered by
JERSEY CENTRAL POWER & LIGHT
COMPANY in the presence of:
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UNITED STATES TRUST COMPANY
OF NEW YORK
As Successor Trustee as aforesaid
By
Vice President
ATTEST:
Assistant Secretary
Signed, sealed and delivered by
UNITED STATES TRUST COMPANY
OF NEW YORK
in the presence of:
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STATE OF NEW JERSEY :
: ss:
COUNTY OF MORRIS :
On this _____ day of August, 1996, before me, B. E.
Jost, a Notary Public for the State and County aforesaid, the
undersigned officer, personally appeared T. G. Howson, who, to my
satisfaction, acknowledged himself to be a Vice President of
Jersey Central Power & Light Company, a corporation, and that he
as such Vice President, being authorized to do so, executed the
foregoing instrument for the purposes therein contained as the
act of the corporation by signing his name as Vice President of
the corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
_________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK :
: ss.
COUNTY OF NEW YORK :
On this _____day of August, 1996, before me,
_______________________,
a Notary Public for the State and County aforesaid, the
undersigned officer, personally appeared L. P. Young, who, to my
satisfaction, acknowledged himself to be a Vice President of
United States Trust Company of New York, a corporation, and that
he as such Vice President, being authorized to do so, executed
the foregoing instrument for the purposes therein contained as
the act of the corporation by signing his name as Vice President
of the corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
_________________________________
Notary Public
[NOTARIAL SEAL]
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CERTIFICATE OF RESIDENCE
United States Trust Company of New York, Successor Trustee
within named, hereby certifies that its precise residence is 114
West 47th Street, in the Borough of Manhattan, in the City of New
York, in the State of New York.
UNITED STATES TRUST COMPANY OF NEW YORK
By
Vice President
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COMMONWEALTH OF PENNSYLVANIA
MONTGOMERY COUNTY
PENNSYLVANIA - NEW JERSEY - MARYLAND INTERCONNECTION CONTROL
CENTER:
An undivided 7.50% interest of the Company in and to the
following described real property:
All that certain tract or parcel of ground with the
buildings and improvements thereon, situate in the Township of
Lower Providence, County of Montgomery, Commonwealth of
Pennsylvania bounded and described in accordance with a survey
and plan thereof made by George C. Beebe, Registered Professional
Engineer, for Robert E. Lamb, Inc., Valley Forge, Pennsylvania,
dated May 16, 1968, as follows:
Beginning at a point at the intersection of the title line
within the bed of Van Buren Avenue and the title line within the
bed of Jefferson Avenue and extending thence from said point S.
42 degrees 00' W. 440 feet 0 inches to a point; thence N. 48
degrees 00' W. 440 feet 0 inches to a point; thence N. 42 degrees
00' E 75 feet 0 inches to a point; thence N. 48 degrees 00' W. 30
feet 0 inches to a point; thence N. 42 degrees 00' E. 365 feet 0
inches to a point on the title line within the bed of Van Buren
Avenue and thence along the title line within the bed of Van
Buren Avenue, S. 48 degrees 00' E. 470 feet 0 inches to the first
mentioned point and place of beginning.
Containing 4.696 acres, more or less.
Subject to easements, rights, covenants, conditions and
restrictions of record, if any, or otherwise visible.
Being the same undivided 7.50% interest in the above
described premises which was conveyed to the Company by PECO
Energy Company, a Pennsylvania corporation, as Agent for members
of the Pennsylvania-New Jersey-Maryland Interconnection, by deed
dated July 13, 1995 and recorded in the Montgomery County
Commissioners Registry on October 26, 1995 in Deed Book 5129,
Page 1538 &c.
Montgomery County Tax Parcel No. 43-00-15406-00-4.