Exhibit 4-B-35
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_________________________________________________________
METROPOLITAN EDISON COMPANY
TO
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
__________
SUPPLEMENTAL INDENTURE
__________
Dated as of August 15, 1996
_________________________________________________________
_________________________________________________________
MORTGAGE
THIS SUPPLEMENTAL INDENTURE, dated as of the 15th day of
August, 1996, made and entered into by and between METROPOLITAN
EDISON COMPANY, a corporation organized and existing under the
laws of the Commonwealth of Pennsylvania (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 Guaranty Trust Company of New York an Indenture dated November
1, 1944 (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; and
WHEREAS, the Original Indenture and 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
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
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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 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 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.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That Metropolitan Edison Company, in consideration of the
premises, and the execution and delivery by the Trustee of this
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
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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 July
15, 1995, 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," and "Fifth" 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
Supplemental Indenture and from the lien and operation of the
Indenture, all property which, prior to the date of this
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.
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SUBJECT, HOWEVER, except as otherwise expressly provided in
this 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 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 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
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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
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
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
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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
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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."
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
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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 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and the aforesaid indentures
supplemental thereto and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
SECTION 3.03. This 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, METROPOLITAN EDISON 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.
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METROPOLITAN EDISON COMPANY
By
T. G. Howson
Vice President
ATTEST:
S. L. Guibord
Secretary
Signed, sealed and delivered by
METROPOLITAN EDISON COMPANY
in the presence of:
UNITED STATES TRUST COMPANY
OF NEW YORK
As Successor Trustee as aforesaid
By
Vice President
ATTEST:
Assistant Vice President
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
acknowledged himself to be a Vice President of Metropolitan
Edison Company, a corporation, and that he as such Vice
President, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name
of the corporation by himself as Vice President.
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
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 by signing the name
of the corporation by himself as Vice President.
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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SCHEDULE A
COMMONWEALTH OF PENNSYLVANIA
MONTGOMERY COUNTY
PENNSYLVANIA-NEW JERSEY-MARYLAND INTERCONNECTION CONTROL CENTER:
An undivided 3.40% 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 3.40% 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.
PORTLAND STATION ASH DISPOSAL SITE
ALL THAT CERTAIN tract of land situate in the Borough of
Bangor, County of Northampton and Commonwealth of Pennsylvania,
being the same premises granted and conveyed unto Metropolitan
Edison Company by John W. Wallace and Shirley Wallace, his wife,
by Deed dated July 14, 1995, and recorded July 19, 1995 in Vol.
1995-1, Page 063646, Northampton County Records.
PORTLAND STATION ASH DISPOSAL SITE
ALL THAT CERTAIN tract of land situate partly in the Borough
of Bangor and Township of Washington, County of Northampton and
Commonwealth of Pennsylvania, being the same premises granted and
conveyed unto Metropolitan Edison Company by Myrtle M. Linaberry,
widow, and Executrix of the Last Will and Testament of John P.
Linaberry, a/k/a John F. Linaberry, deceased, by Deed dated July
14, 1995, and recorded July 19, 1995 in Vol. 1995-1, Page 063652,
Northampton County Records.