Exhibit 4-C-12
_________________________________________________________
_________________________________________________________
PENNSYLVANIA ELECTRIC COMPANY
AND
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
__________
SUPPLEMENTAL INDENTURE
__________
Dated as of August 15, 1996
_________________________________________________________
_________________________________________________________
SUPPLEMENTAL INDENTURE, dated as of August 15, 1996,
made and entered into by and between PENNSYLVANIA ELECTRIC
COMPANY, a corporation of the Commonwealth of Pennsylvania
(hereinafter sometimes called the "Company"), party of the first
part, and UNITED STATES TRUST COMPANY OF NEW YORK, a corporation
of the State of New York (hereinafter sometimes called the
"Trustee"), as successor Trustee under the Mortgage and Deed of
Trust hereinafter referred to, party of the second part.
WHEREAS, the Company heretofore executed and delivered
its Indenture of Mortgage and Deed of Trust (hereinafter called
the "Original Indenture"), dated as of the first day of January,
1942, to Bankers Trust Company to secure the First Mortgage Bonds
of the Company, unlimited in aggregate principal amount and
issuable in series, from time to time, in the manner and subject
to the conditions set forth in the Mortgage (as hereinafter
defined) and by said Original Indenture granted and conveyed unto
the Trustee, upon the trusts, uses and purposes specifically
therein set forth, certain real estate, franchises and other
property therein described, including property acquired after the
date thereof, except as therein otherwise provided; and
WHEREAS, indentures supplemental to and amendatory of
the Original Indenture have been executed and delivered by the
Company and the Trustee, namely Supplemental Indentures dated
March 7, 1942, April 28, 1943, August 20, 1943, August 30, 1943,
August 31, 1943, April 26, 1944, April 19, 1945, October 25,
1945, as of June 1, 1946, as of November 1, 1949, as of
October 1, 1951, as of August 1, 1952, as of June 1, 1953, as of
March 1, 1954, as of April 30, 1956, as of May 1, 1956, as of
March 1, 1958, as of August 1, 1959, as of May 1, 1960, as of
May 1, 1961, October 1, 1964, November 1, 1966, as of June 1,
1967, as of August 1, 1968, as of May 1, 1969, as of April 1,
1970, as of December 1, 1971, as of July 1, 1973, as of June 1,
1974, as of December 1, 1974, as of August 1, 1975, as of
December 1, 1975, as of April 1, 1976, as of July 1, 1976, as of
November 1, 1976, as of November 30, 1977, as of December 1,
1977, as of June 1, 1978, as of June 1, 1979, as of September 1,
1984, as of December 1, 1985, as of December 1, 1986, as of
May 1, 1989, as of December 1, 1990, as of March 1, 1992, as of
June 1, 1993 and as of November 1, 1995, respectively; and the
Original Indenture as supplemented and amended by said
Supplemental Indentures and by this Supplemental Indenture is
hereinafter referred to as the Mortgage; and
WHEREAS, the Original Indenture, certain of said
Supplemental Indentures, an Instrument of Resignation,
Appointment and Acceptance dated as of October 27, 1995 among the
Company, Bankers Trust Company and United States Trust Company of
New York have been duly recorded in mortgage books in the
respective Offices of the Recorders of Deeds in and for the
Counties of Pennsylvania in which this Supplemental Indenture is
to be recorded, and in the mortgage records of Garrett County,
Maryland; and
WHEREAS, provision is made in Section 17.01(e) of the
Original Indenture for the execution by the Company and the
Trustee, without the consent of the holders of the bonds at the
time outstanding, of an indenture or indentures supplemental to
the Original Indenture for the purpose of curing any ambiguity or
correcting or supplementing any provision contained herein or in
any supplemental indenture which may be defective or inconsistent
with any other provision contained herein or in any supplemental
indenture, or making such other provisions in regard to matters
or questions arising under this Indenture which shall not be
inconsistent with the provisions of this Indenture and which
shall not adversely affect the interest of the holders of the
bonds; and
WHEREAS, the Company desires to cure an ambiguity in
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 execution and delivery of this
Supplemental Indenture have been duly authorized by the Board of
Directors of the Company at a meeting duly called and held
according to law, and all conditions and requirements necessary
to make this Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, for the purposes herein
expressed, and the execution and delivery hereof, in the form and
terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises, and of the sum of One
Dollar ($1.00), lawful money of the United States of America, to
the Company duly paid by the Trustee at or before the ensealing
and delivery hereof, and for other valuable considerations, the
receipt whereof is hereby acknowledged, and intending to be
legally bound hereby, the Company hereby covenants and agrees to
and with the Trustee and its successors in the trusts under the
Mortgage, as follows:
ARTICLE I.
Amendment of Original Indenture
Section 1.01. The references in this Article I to
Articles, Sections or parts thereof and to page numbers are to
Articles, Sections or part thereof and page numbers of the
Original Indenture.
Section 1.02. Pursuant to 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:
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"(2) a brief identification of the property
additions then being certified to the Trustee (and, if
any property included in such property additions is
located on any leasehold, stating that the property
located on such leasehold constitutes movable physical
property used or useful in connection with bondable
property), provided, however that (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; and further
provided, however, that any property additions to be
acquired by the Company 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 as having
been acquired on or before the date of such officers'
certificate."
ARTICLE II
Miscellaneous
Section 2.01. The Trustee hereby accepts the
modifications of the Original Indenture provided for herein, and
agrees that the same shall have the same effect provided for in
the Mortgage. The recitals contained herein shall be taken as
the statements of the Company alone, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of
this Supplemental Indenture.
Section 2.02. 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.
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Section 2.03. 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, PENNSYLVANIA ELECTRIC 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, party of the second part, has caused this
instrument to be signed in its name and behalf by a Senior Vice
President or a Vice President and its corporate seal to be
hereunto affixed and attested by a Vice President or an Assistant
Vice President, all as of the day and year first above written.
ATTEST: PENNSYLVANIA ELECTRIC COMPANY
____________________________ By________________________________
S. L. Guibord T. G. Howson
Secretary Vice President
[CORPORATE SEAL]
ATTEST: UNITED STATES TRUST COMPANY OF
NEW YORK
____________________________ By________________________________
Assistant Vice President Vice President
[CORPORATE SEAL]
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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 Pennsylvania
Electric 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, Mortgagee and
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________________________________
Name
Vice President
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