EXHIBIT 4(d)
FORM OF EXCHANGE SENIOR NOTE DUE 2016
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY AMOUNT PAYABLE THEREUNDER
IS MADE PAYABLE TO CEDE & CO. OR SUCH OTHER NAME), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL
THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATED SECURITIES
REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN
CERTIFIED TO THE COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO ITS NOMINEE OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS SECURITY
MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE
VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF (A) THE DEPOSITARY (I) HAS NOTIFIED THE
COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY OR (II) HAS
CEASED TO BE A CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT, AND, IN EITHER
CASE, A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS, OR
(B) THE COMPANY ELECTS TO ISSUE CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS
CERTIFIED TO THE COMPANY AND THE TRUSTEE BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY) OF ALL SECURITIES OF THE SERIES DESIGNATED ABOVE.
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JERSEY CENTRAL POWER & LIGHT COMPANY
5.625% EXCHANGE SENIOR NOTE DUE 2016
Original Issue Date: April 23, 2004
Stated Maturity: May 1, 2016
Interest Rate: 5.625%
Interest Payment Dates: May 1 and November 1, commencing November 1, 2004
Regular Record Dates: The regular record date with respect to any Interest
Payment Date will be the fifteenth day of the calendar
month immediately preceding such Interest Payment Date
(whether or not a Business Day).
Principal Amount $300,000,000 No. 1
CUSIP
JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation duly organized and
existing under the laws of the State of New Jersey (herein called the "Company,"
which term includes any successor under the Indenture referred to below), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of THREE HUNDRED MILLION DOLLARS on the Stated Maturity specified
above, and to pay interest thereon from the Original Issue Date specified above
or from the most recent Interest Payment Date to which Interest has been paid or
duly provided for, semi-annually in arrears on the Interest Payment Dates
specified above in each year, commencing with the Interest Payment Date next
succeeding the Original Issue Date specified above, and at Maturity, at the
Interest Rate per annum specified above, until the principal hereof is paid or
duly provided for. Interest on this Security will accrue from and including the
immediately preceding Interest Payment Date in respect of which interest has
been paid or made available for payment (or from and including the Original
Issue Date if no interest has been paid or made available for payment) to, but
excluding, the applicable Interest Payment Date or Maturity, as the case may be.
The interest so payable, and paid or duly provided for, on any Interest Payment
Date shall, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date specified above (whether or not a
Business Day) next preceding such Interest Payment Date. Notwithstanding the
foregoing, (a) if the Original Issue Date of this Security is after a Regular
Record Date and before the corresponding Interest Payment Date, interest so
payable for the period from and including the Original Issue Date to but
excluding such Interest Payment Date shall be paid on the next succeeding
Interest Payment Date to the Holder hereof on the related Regular Record Date,
and (b) interest payable at Maturity shall be paid to the Person to whom
principal shall be paid. Except as otherwise provided in said Indenture, any
such interest not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
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Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee (defined below), notice of
which shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Interest on this Security shall be computed on the basis of a 360-day year
consisting of twelve 30-day months, and with respect to any period less than a
full calendar month, on the basis of actual days elapsed during such period.
Payment of the principal of and premium, if any, on this Security and
interest hereon at Maturity shall be made upon presentation of this Security at
the Corporate Trust Office of the Trustee in New York, New York or at such other
office or agency as may be designated for such purpose by the Company from time
to time. Payment of interest, if any, on this Security (other than interest at
Maturity) shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, except that (a)
if such Person shall be a securities depositary, such payment may be made by
such other means in lieu of check as shall be agreed upon by the Company, the
Trustee or other Paying Agent and such Person and (b) if such Person is a Holder
of $10,000,000 or more in aggregate principal amount of Securities of this
series such payment may be in immediately available funds by wire transfer to
such account as may have been designated in writing by the Person entitled
thereto as set forth herein in time for the Paying Agent to make such payments
in accordance with its normal procedures. Any such designation for wire transfer
purposes shall be made by filing the appropriate information with the Trustee at
its Corporate Trust Office in New York, New York not less than fifteen calendar
days prior to the applicable payment date and, unless revoked by written notice
to the Trustee received on or prior to the Regular Record Date immediately
preceding the applicable Interest Payment Date, shall remain in effect with
respect to any further interest payments (other than interest payments at
Maturity) with respect to this Security payable to such Holder. Payment of the
principal of and premium, if any, and interest, if any, on this Security, as
aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and issuable in one or more
series under an Indenture, dated as of July 1, 1999 (such Indenture as
originally executed and delivered and as supplemented or amended from time to
time thereafter, together with any constituent instruments establishing the
terms of particular Securities, being herein called the "Indenture"), between
the Company and United States Trust Company of New York, under which The Bank of
New York is successor trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, duties and immunities of the
Company, the Trustee and the Holders of the Securities thereunder and of the
terms and conditions upon which the Securities are, and are to be, authenticated
and delivered. The acceptance of this Security shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms and provisions of
the Indenture. This Security is one of the series designated above.
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Prior to the Release Date (as hereinafter defined), the Securities will
be secured by first mortgage bonds (the "Senior Note First Mortgage Bonds")
delivered by the Company to the Trustee for the benefit of the Holders of the
Securities, issued under the Indenture, dated as of March 1, 1946, from the
Company to The Bank of New York, as successor trustee (the "Mortgage Trustee"),
as supplemented and modified (collectively, the "First Mortgage"). Reference is
made to the First Mortgage and the Indenture for a description of the rights of
the Trustee as holder of the Senior Note First Mortgage Bonds, the property
mortgaged and pledged, the nature and extent of the security and the rights of
the holders of first mortgage bonds under the First Mortgage and the rights of
the Company and of the Mortgage Trustee in respect thereof, the duties and
immunities of the Mortgage Trustee and the terms and conditions upon which the
Senior Note First Mortgage Bonds are secured and the circumstances under which
additional first mortgage bonds may be issued.
From and after such time as the earlier of (i) the date that all First
Mortgage Bonds, other than the Senior Note First Mortgage Bonds, have been
retired (at, before or after the maturity thereof) through payment, redemption,
purchase, defeasance or otherwise, and (ii) the date upon which the Trustee
holds Senior Note First Mortgage Bonds constituting not less than 80% in
aggregate principal amount of all outstanding First Mortgage Bonds (the "Release
Date"), the Senior Note First Mortgage Bonds shall cease to secure the
Securities in any manner. In certain circumstances prior to the Release Date as
provided in the Indenture, the Company is permitted to reduce the aggregate
principal amount of a series of Senior Note First Mortgage Bonds held by the
Trustee, but in no event prior to the Release Date to an amount less than the
aggregate outstanding principal amount of the series of Securities initially
issued contemporaneously with such Senior Note First Mortgage Bonds.
If any Interest Payment Date, any Redemption Date or the Stated
Maturity shall not be a Business Day (as hereinafter defined), payment of the
amounts due on this Security on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such next
succeeding Business Day, no interest shall accrue on such amounts for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, to such Business Day.
This Security is redeemable, as a whole or in part, at the Company's
option, at any time or from time to time, on at least 30 days', but not more
than 60 days', prior notice mailed to the registered address of each holder of
the Securities. The redemption prices will be equal to the greater of (1) 100%
of the principal amount of the Securities to be redeemed and (2) as determined
by the Independent Investment Banker, the sum of the present values of the
Remaining Scheduled Payments (as defined below) discounted to the redemption
date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months), at a rate equal to the sum of the Adjusted Treasury Rate (as defined
below) plus 20 basis points. In each case accrued and unpaid interest will be
payable to the redemption date.
"Adjusted Treasury Rate" means, with respect to any redemption date:
- the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the
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Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under
the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, yields for the
two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate shall
be interpolated or extrapolated from these yields on a straight line
basis, rounding to the nearest month); or
- if the release (or any successor release) is not published during the
week preceding the calculation date or does not contain these yields,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for the
redemption date. The Adjusted Treasury Rate will be calculated on the
third Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities ("Remaining Life").
"Comparable Treasury Price" means (1) the average of three Reference
Treasury Dealer Quotations for the redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than three Reference Treasury Dealer Quotations,
the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer" means (i) each of Barclays Capital Inc. and
UBS Securities LLC, and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in the United States (a "Primary Treasury Dealer"), the Company shall
substitute another nationally recognized investment banking firm that is a
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Independent Investment Banker after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding the redemption
date.
"Remaining Scheduled Payments" means the remaining scheduled payments
of principal of and interest on this Security that would be due after the
related redemption date but for such redemption. If such redemption date is not
an Interest Payment Date with respect to this
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Security, the amount of the next succeeding scheduled interest payment on this
Security will be reduced by the amount of interest accrued on this Security to
such redemption date.
"Senior Note Trustee" shall mean The Bank of New York or its successor.
On and after the redemption date, interest will cease to accrue on this
Security or any portion of the Security called for redemption (unless the
Company defaults in the payment of the redemption price and accrued interest. On
or before the redemption date, the Company will deposit with a paying agent (or
the Senior Note Trustee) money sufficient to pay the redemption price of and
accrued interest on the Security to be redeemed on such date. If less than all
the Securities of any series are to be redeemed, the Securities to be redeemed
shall be selected by the Trustee by such method as the Senior Note Trustee shall
deem fair and appropriate.
Notice of redemption shall be given by mail to Holders of Securities,
not less than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the Indenture,
notice of redemption at the election of the Company as aforesaid may state that
such redemption shall be conditional upon the receipt by the Trustee of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
this Security on or prior to the date fixed for such redemption; a notice of
redemption so conditioned shall be of no force or effect if such money is not so
received and, in such event, the Company shall not be required to redeem this
Security.
In the event of redemption of this Security in part only, a new
Security or Securities of this series, of like tenor, representing the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of this Security may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of a majority in
aggregate principal amount of the Securities of all series then Outstanding
under the Indenture, considered as one class; provided, however, that if there
shall be Securities of more than one series Outstanding under the Indenture and
if a proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such series, then
the consent of the Holders of only a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the Securities of any
series shall have been issued in more than one tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all tranches so directly affected, considered as one
class, shall be required; and provided, further, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities. The Indenture also contains
provisions permitting the Holders of a majority in principal amount
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of the Securities then Outstanding, on behalf of the Holders of all Securities,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest, if any, on this Security at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Security or any portion of the principal amount
hereof will be deemed to have been paid for all purposes of the Indenture and to
be no longer Outstanding thereunder, and, at the election of the Company, the
Company's entire indebtedness in respect thereof will be satisfied and
discharged, if there has been irrevocably deposited with the Trustee or any
Paying Agent (other than the Company), in trust, money in an amount which will
be sufficient and/or Eligible Obligations, the principal of and interest on
which when due, without any regard to reinvestment thereof, will provide moneys
which, together with moneys so deposited, will be sufficient to pay when due the
principal of and premium, if any, and interest, if any, on this Security when
due.
The Indenture contains terms, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other
transfer, or lease, of assets to, another Person, to the assumption by such
other Person, in certain circumstances, of all of the obligations of the Company
under the Indenture and on the Securities and to the release and discharge of
the Company in certain circumstances, from such obligations.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office of The Bank of New York in New York, New York or such other office or
agency as may be designated by the Company from time to time, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series of authorized denominations and of like tenor and aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only as registered
Securities, without coupons, and in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of the same series and tranche, of
any authorized denominations, as requested by the Holder surrendering the same,
and of like tenor upon surrender of the Security or Securities to be exchanged
at the Corporate Trust Office of the Trustee or such other office or agency as
may be designated by the Company from time to time.
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The Company shall not be required to execute and the Security Registrar
shall not be required to register the transfer of or exchange of (a) Securities
of this series during a period of 15 days immediately preceding the date notice
is given identifying the serial numbers of the Securities of this series called
for redemption or (b) any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
As used herein, "Business Day" shall mean each day that is not a day on
which banking institutions or trust companies in the Borough of Manhattan, the
City and State of New York, or in the city where the Corporate Trust Office of
the Trustee is located, are obligated or authorized by law or executive order to
close.
As provided in the Indenture, no recourse shall be had for the payment
of the principal of or premium, if any, or interest on any Securities, or for
any claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future of the Company or of any predecessor or successor (either
directly or through the Company, or a predecessor or successor), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture and this Security endorsed hereon are solely
corporate obligations and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of the Indenture and the issuance of this Security.
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Unless the certificate of authentication hereon has been executed by
the Trustee or an Authenticating Agent by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
JERSEY CENTRAL POWER & LIGHT COMPANY
By:
-----------------------------------------
Richard H. Marsh
Senior Vice President and Chief Financial
Officer
Attested:
By:
----------------------
David W. Whitehead
Corporate Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: , 2004 THE BANK OF NEW YORK,
--------------- as Trustee
By:
------------------------
Authorized Officer
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