Executed in 50 Counterparts of which
this is Counterpart No. ______
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MORTGAGE
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JERSEY CENTRAL POWER & LIGHT COMPANY
to
UNITED STATES TRUST COMPANY OF NEW YORK,
Successor Trustee
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FIFTY-FOURTH SUPPLEMENTAL INDENTURE
FIRST MORTGAGE BONDS,
DESIGNATED SENIOR NOTE BANK SERIES DUE 2002
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Dated as of May 1, 2001
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This instrument prepared by:
Marc B. Lasky, Esq.
TABLE OF CONTENTS
PARTIES ................................................................... 1
RECITALS .................................................................. 1
GRANT ..................................................................... 5
EXPECTED PROPERTY.......................................................... 5
GENERAL SUBJECT CLAUSES.................................................... 5
ARTICLE I CONCERNING THE TRUSTEE........................................... 6
Section 1.01.Acceptance by Trustee of Property in Trust................. 6
Section 1.02.Recitals by Company........................................ 6
ARTICLE II CREATION, DESCRIPTION AND FORM OF THE SENIOR NOTE
BANK BONDS ............................................................ 6
Section 2.01 Creation of Senior Note Bank Bonds......................... 6
Section 2.02 Dating of Senior Note Bank Bonds........................... 7
Section 2.03 Payment of Principal and Interest.......................... 7
Section 2.04 Credits with Respect to Senior Note Bank Bonds ............ 7
Section 2.05 Registration of Senior Note Bank Bonds..................... 7
Section 2.06.Transferability and Assignability of Senior Note Bank Bonds 7
Section 2.07 Redemption of Senior Note Bank Bonds....................... 8
Section 2.08 Mandatory Redemption of Senior Note Bank Bonds............. 8
Section 2.09 Related Series of Senior Note First Mortgage Bonds......... 8
Section 2.10 Satisfaction and Discharge................................. 8
Section 2.11 Form of Senior Note Bank Bonds..... ....................... 8
ARTICLE III MISCELLANEOUS.................................................. 14
Section 3.01 Meaning of Certain Terms................................... 14
Section 3.02 Original Indenture and Supplemental Indentures
Ratified and Confirmed................................................ 14
Section 3.03 Execution in Counterparts.................................. 14
TESTIMONIUM................................................................ 15
SIGNATURES AND SEALS....................................................... 16
ACKNOWLEDGMENTS ......................................................... 17
CERTIFICATE OF RESIDENCE................................................... 21
MORTGAGE
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FIFTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of May, 2001,
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 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, a Fiftieth Supplemental Indenture dated as of August 1,
1994, a Fifty-first Supplemental Indenture dated as of August 15, 1996, a
Fifty-second Supplemental Indenture dated as of July 1, 1999 and a Fifty-third
Supplemental Indenture dated as of November 1, 1999 (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 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," "Fiftieth Supplemental Indenture," "Fifty-first
Supplemental Indenture," "Fifty-second Supplemental Indenture," and "Fifty-third
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:
2
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
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 Company has entered into an Indenture dated as of July 1,
1999 (the "Senior Note Indenture") with United States Trust Company of New York,
as trustee (the "Senior Note Trustee"), providing for the issuance of notes
thereunder (the "Senior Notes") from time to time, and pursuant to the Senior
Note Indenture the Company has agreed to issue to the Senior Note Trustee, as
security for the Senior Notes, a new series of bonds under the Indenture at the
time of authentication of each series of Senior Notes issued prior to the
Release Date (as defined in the Senior Note Indenture); and
3
WHEREAS, for such purposes the Company desires to issue a new series of
bonds and by appropriate corporate action in conformity with the terms of the
Indenture has duly determined to create a separate series of bonds, which shall
be designated as "First Mortgage Bonds, Senior Note Bank Series due 2002"
(hereinafter sometimes referred to as the "Senior Note Bank Bonds"), which said
Senior Note Bank Bonds are to be substantially in the form set forth in Article
II hereof; and
WHEREAS, the Senior Note Bank Bonds shall be issued to the Senior Note
Trustee in connection with the issuance by the Company of its Senior Notes, Bank
Series (the "Bank Senior Notes"); and
WHEREAS, all acts and things prescribed by law and by the certificate of
incorporation and by-laws of the Company necessary to make the Senior Note Bank
Bonds, when executed by the Company and authenticated by the Trustee, as in the
Indenture provided, valid, binding and legal obligations of the Company,
entitled in all respects to the security of the Indenture, have been performed
or will have been performed prior to execution of such Senior Note Bank Bonds by
the Company and authentication thereof by the Trustee; and
WHEREAS, the Original Indenture authorizes the Company and the Trustee to
enter into supplemental indentures for the purpose, among others, of conveying,
transferring and assigning to the Trustee, and subjecting to the lien thereof,
additional properties thereafter acquired by the Company; and
WHEREAS, the Company desires to subject specifically to the lien of the
Indenture certain property acquired by the Company since November 1, 1999; and
WHEREAS, by the provisions of Article XVII of the Original Indenture,
indentures supplemental to the Original Indenture may be executed and delivered
for the purpose of setting forth the terms, provisions and form of the Senior
Note Bank Bonds and supplementing the Original Indenture in a manner which is
not inconsistent with the provisions thereof and does not adversely affect the
interests nor modify the rights of outstanding bonds and for the other purposes
therein more fully set forth; 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-fourth
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-fourth 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.
4
NOW THEREFORE, THIS FIFTY-FOURTH 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-fourth 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 November 1, 1999, and prior to
May 1, 2001, 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.
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this Fifty-fourth
Supplemental Indenture and from the lien and operation of the Indenture, all
property which, prior to the date of this Fifty-fourth 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-fourth 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.
5
AND THIS FIFTY-FOURTH 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 Acceptance by Trustee of Property in Trust. The Trustee
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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 Recitals by Company. The Trustee shall not be
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responsible in any manner for or with respect to the validity or sufficiency of
this Fifty-fourth 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
CREATION, DESCRIPTION AND FORM OF
THE SENIOR NOTE BANK BONDS
Section 2.01 Creation of Senior Note Bank Bonds. The Company hereby
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creates a series of bonds to be issued under and secured by the Mortgage, to be
designated and distinguished from bonds of all other series by the title "First
Mortgage Bonds, Senior Note Bank Series due 2002." The aggregate principal
amount of the Senior Note Bank Bonds which may be initially authenticated and
delivered shall be limited to Two Hundred Sixty-Six Million Dollars
($266,000,000), shall mature on February 1, 2002, and shall be issued in
denominations of $1,000 and any amount in excess thereof. The serial numbers of
bonds of the Senior Note Bank Bonds shall be such as may be approved by any
officer of the Company, the execution thereof by any such officer either
manually or by facsimile signature to be conclusive evidence of such approval.
The Senior Note Bank Bonds shall bear interest at the rate of ten per centum
(10%) per annum; interest shall accrue from and including the date of the first
authentication and delivery of the Senior Note Bank Bonds, except as otherwise
provided in the form of bond set forth in this Article I hereof and shall be
payable on each Interest Payment Date (as defined in the Bank Senior Notes) and
at maturity or upon redemption. Interest on the Senior Note Bank Bonds during
any period for which payment is made shall be computed in accordance with the
Bank Senior Notes until the principal thereof shall have become due and payable.
The regular record date for the interest payable on each Interest Payment Date
shall be the day next preceding such Interest Payment Date. Interest payable at
maturity shall be paid to the person to whom principal shall be paid. Interest
on overdue interest shall be payable at the rate per annum specified in this
Section 2.01. Except as provided in Sections 2.03, 2.04, 2.05, 8.03 and 17.04 of
the Original Indenture, no Senior Note Bank Bonds shall be authenticated and
delivered after such initial issue.
6
Section 2.02 Dating of Senior Note Bank Bonds. Each Senior Note Bank
--------------------------------
Bond shall be dated the date of its authentication.
Section 2.03 Payment of Principal and Interest. The principal of,
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and interest on any Senior Note Bank Bond shall be payable, 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, and shall be payable
at the "office" or agency of the Company in the Borough of Manhattan, The City
of New York.
Section 2.04 Credits with Respect to Senior Note Bank Bonds. Upon
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any payment (or any deemed payment) of the principal of, and interest on, all or
any portion of the Bank Senior Notes, whether at maturity or prior to maturity
by redemption or otherwise or upon provision for the payment thereof having been
made in accordance with Section 5.01(a) of the Senior Note Indenture, Senior
Note Bank Bonds in a principal amount equal to the principal amount of such Bank
Senior Notes shall, to the extent of such payment of principal, and interest, be
deemed paid and the obligation of the Company thereunder to make such payment
shall be discharged to such extent and, in the case of the payment of principal,
the Senior Note Bank Bonds in an equal principal amount of the related Bank
Senior Notes shall be surrendered to the Company for cancellation as provided in
Section 4.08 of the Senior Note Indenture. The Trustee may at anytime and all
times conclusively assume that the obligation of the Company to make payments
with respect to the principal of, and interest on the Senior Note Bank Bonds, so
far as such payments at the time have become due, has been fully satisfied and
discharged pursuant to the foregoing sentence unless and until the Trustee shall
have received a written notice from the Senior Note Trustee signed by one of its
officers stating (i) that timely payment of principal of or interest on, the
Bank Senior Notes has not been so made, (ii) that the Company is in arrears as
to the payments required to be made by it to the Senior Note Trustee pursuant to
the Senior Note Indenture, and (iii) the amount of the arrearage.
Section 2.05 Registration of Senior Note Bank Bonds. Senior Note
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Bank Bonds are to be issued to and registered in the name of United States Trust
Company of New York, as the Senior Note Trustee, or a successor trustee thereto,
under the Senior Note Indenture to secure any and all obligations of the Company
under the Bank Senior Notes and any other series of Senior Notes from time to
time outstanding under the Senior Note Indenture.
Section 2.06 Transferability and Assignability of Senior Note Bank
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Bonds. Except (i) as required to effect an assignment to a successor Trustee
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under the Senior Note Indenture, (ii) pursuant to Section 4.05 or Section 4.08
of the Senior Note Indenture, or (iii) in compliance with a final order of a
court of competent jurisdiction in connection with any bankruptcy or
reorganization proceeding of the Company, the Senior Note Bank Bonds are not
transferable. The Senior Note Bank Bonds shall be exchangeable for other
registered bonds of the same series and for the same aggregate principal amount,
in the manner and upon the conditions prescribed in the Mortgage, upon the
surrender of such bonds at the office or agency of the Company in the Borough of
Manhattan, The City of New York. The Company covenants and agrees that,
notwithstanding Section 2.03 of the Original Indenture, it will not charge any
7
sum for or in connection with any exchange or transfer of any Senior Note Bank
Bond, but may require the payment of a sum sufficient to cover any tax or taxes
or other governmental charges incident to any exchange, transfer or registration
thereof.
Section 2.07 Redemption of Senior Note Bank Bonds. Senior Note Bank
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Bonds shall not be redeemable, in whole or in part, at the option of the
Company.
Senior Note Bank Bonds shall not be redeemable by the operation of
the improvement fund pursuant to Section 5.22 and Section 9.06 of the Indenture
or otherwise or by operation of the maintenance and replacement provisions of
Section 5.07 and Section 9.06 of the Indenture or otherwise or with the proceeds
of released property pursuant to Section 9.06 of the Indenture or otherwise.
Section 2.08 Mandatory Redemption of Senior Note Bank Bonds. The
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Senior Note Bank Bonds shall be immediately redeemable at a redemption price of
100% of the principal amount thereof, plus interest accrued to the redemption
date, in whole, upon a written demand for redemption by the Senior Note Trustee
stating that (i) the Bank Senior Notes have been called for redemption or (ii)
the principal of all Senior Notes then outstanding under the Senior Note
Indenture have been declared to be immediately due and payable pursuant to the
provisions of the first sentence of Section 8.01(a) thereof.
Section 2.09 Related Series of Senior Note First Mortgage Bonds. For
--------------------------------------------------
purposes of Section 4.07 of the Senior Note Indenture, this bond shall be deemed
to be the "Related Series of Senior Note First Mortgage Bonds" in respect of the
Bank Senior Notes.
Section 2.10 Satisfaction and Discharge. At any time a Bank Senior
--------------------------
Note shall cease to be entitled to any lien, benefit or security under the
Senior Note Indenture pursuant to Section 5.01(b) thereof and the Company shall
have provided the Senior Note Trustee with notice thereof, the Senior Note
Trustee shall surrender an equal principal amount of the Related Series of
Senior Note First Mortgage Bonds, subject to the limitations of Section 4.08 of
the Senior Note Indenture, to the Company for cancellation.
Section 2.11 Form of Senior Note Bank Bonds. Unless otherwise
---------------------------------
specified in the written order of the Company delivered pursuant to Section
4.07(a) of the Original Indenture with respect to any Senior Note Bank Bonds,
the form of the Senior Note Bank Bonds and the Trustee's authentication
certificate to be endorsed thereon shall be substantially as follows, with other
terms thereof to be appropriately inserted as provided in Section 2.01 of the
Original Indenture.
8
[FORM OF SENIOR NOTE BANK BONDS]
JERSEY CENTRAL POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, SENIOR NOTE BANK SERIES DUE 2002
$______________ No. _______
JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation organized and existing
under the laws of the State of New Jersey (hereinafter called the "Company"),
for value received, hereby promises to pay to United States Trust Company of New
York, as Trustee under the Company's Indenture dated as of July 1, 1999, or
registered assigns, _______________ Dollars on February 1, 2002 specified above,
unless this Bond shall have been duly called for previous redemption in whole or
in part and payment of the redemption price shall have been duly made or
provided for, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, 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, and to pay to the registered holder hereof interest
thereon, at said office or agency, in like coin or currency, from the date
hereof, until said principal sum has been paid or provided for, at the rate or
rates per annum provided for in Section 2.01 of the Fifty-fourth Supplemental
Indenture dated as of May 1, 2001, supplementing the Mortgage hereinafter
mentioned, on the interest payment dates provided in said Section 2.01, and, to
the extent permitted by law, to pay interest on overdue interest at the rate per
annum above specified.
This bond is one of an issue of bonds of the Company (hereinafter referred
to as the "bonds"), not limited in principal amount except as provided in the
Mortgage hereinafter mentioned, which may mature at different times, may bear
interest at different rates, and may otherwise vary as in the Mortgage
hereinafter mentioned provided, and is one of a series known as its First
Mortgage Bonds, Senior Note Bank Series due 2002 (herein called the "Senior Note
Bank Bonds"), all bonds issued and to be issued under and equally and ratably
secured (except insofar as any sinking fund or analogous fund, established in
accordance with the provisions of the Mortgage hereinafter mentioned, may afford
additional security for the bonds of any particular series) by an Indenture,
dated as of March 1, 1946, executed by the Company to City Bank Farmers Trust
Company, Trustee (herein, together with any indentures supplemental thereto,
including, but not by way of limitation, the Fifty-fourth Supplemental
Indenture, dated as of May 1, 2001, called the "Mortgage"), under which United
States Trust Company of New York is Successor Trustee (herein called the
"Trustee"), to which Mortgage reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights and limitations of rights of the holders of the bonds and of the Company
in respect thereof, the rights, duties and immunities of the Trustee, and the
terms and conditions upon which the bonds are, and are to be, issued and
secured. The Senior Note Bank Bonds are described in the Fifty-fourth
Supplemental Indenture dated as of May 1, 2001 between the Company and the
Trustee (the "Fifty-fourth Supplemental Indenture").
9
Under an Indenture dated as of July 1, 1999 (hereinafter sometimes
referred to as the "Senior Note Indenture"), between the Company and United
Trust Company of New York, as trustee (hereinafter sometimes called the "Senior
Note Trustee"), the Company will issue, concurrently with the issuance of this
bond, an issue of notes under the Senior Note Indenture entitled Senior Notes,
Bank Series(the "Bank Senior Notes"). Pursuant to Article IV of the Senior Note
Indenture, this bond is issued to the Senior Note Trustee to secure any and all
obligations of the Company under the Bank Senior Notes and any other series of
senior notes from time to time outstanding under the Senior Note Indenture.
Payment of principal of, or interest on, the Bank Senior Notes shall constitute
payments on this bond as further provided herein and in the Fifty-fourth
Supplemental Indenture.
Interest on this bond shall be computed in accordance with the Bank Senior
Notes.
Upon any payment of the principal of, and interest on, all or any portion
of the Bank Senior Notes, whether at maturity or prior to maturity by redemption
or otherwise or upon provision for the payment thereof having been made in
accordance with Section 5.01(a) of the Senior Note Indenture, Senior Note Bank
Bonds in a principal amount equal to the principal amount of such Bank Senior
Notes shall, to the extent of such payment of principal and interest, be deemed
paid and the obligation of the Company thereunder to make such payment shall be
discharged to such extent and, in the case of the payment of principal such
bonds of said series shall be surrendered to the Company for cancellation as
provided in Section 4.06 of the Senior Note Indenture. The Trustee may at
anytime and all times conclusively assume that the obligation of the Company to
make payments with respect to the principal of, and interest on the Senior Note
Bank Bonds, so far as such payments at the time have become due, has been fully
satisfied and discharged pursuant to the foregoing sentence unless and until the
Trustee shall have received a written notice from the Senior Note Trustee signed
by one of its officers stating (i) that timely payment of principal of, or
interest on, the Bank Senior Notes has not been made, (ii) that the Company is
in arrears as to the payments required to be made by it to the Senior Note
Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the
arrearage.
For purposes of Section 4.07 of the Senior Note Indenture, this bond shall
be deemed to be the "Related Senior Note First Mortgage Bonds" in respect of the
Bank Senior Notes.
The Mortgage contains provisions permitting the holders of not less than
seventy-five per centum (75%) in principal amount of all the bonds at the time
outstanding, determined and evidenced as provided in the Mortgage, or in case
the rights under the Mortgage of the holders of bonds of one or more, but less
than all, of the series of bonds outstanding shall be affected, the holders of
not less than seventy-five per centum (75%) in principal amount of the
outstanding bonds of such one or more series affected, except that if any such
action would affect the bonds of two or more series, the holders of not less
than seventy-five per centum (75%) in principal amount of outstanding bonds of
such two or more series, which need not include seventy-five per centum (75%) in
principal amount of outstanding bonds of each of such series, determined and
evidenced as provided in the Mortgage, on behalf of the holders of all the
bonds, to waive any past default under the Mortgage and its consequences except
a completed default, as defined in the Mortgage, in respect of the payment of
the principal of or interest on any bond or except a default arising from the
10
creation of any lien ranking prior to or equal with the lien of the Mortgage on
any of the mortgaged property, subject to the condition that, in case the rights
of the holders of less than all of the series of bonds outstanding shall be
affected, no waiver of any past default or its consequences shall be effective
unless approved by the holders of not less than a majority of all the bonds at
the time outstanding. The Mortgage also contains provisions permitting the
Company and the Trustee, with the consent of the holders of not less than
seventy-five per centum (75%) in principal amount of all the bonds at the time
outstanding, determined and evidenced as provided in the Mortgage, or in case
the rights under the Mortgage of the holders of bonds of one or more, but less
than all, of the series of bonds outstanding shall be affected, then with the
consent of the holders of not less than seventy-five per centum (75%) in
principal amount of the outstanding bonds of such one or more series affected,
except that if any such action would affect the bonds of two or more series, the
holders of not less than seventy-five per centum (75%) in principal amount of
outstanding bonds of such two or more series, which need not include
seventy-five per centum (75%) in principal amount of outstanding bonds of each
of such series, determined and evidenced as provided in the Mortgage, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Mortgage or modifying in any manner the
rights of the holders of the bonds and coupons thereunto appertaining; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any bonds, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof, or, subject to the provisions
of the Mortgage, limit the right of a bondholder to institute suit for the
enforcement of payment of principal or interest in accordance with the terms of
the bonds, without the consent of the holder of each bond so affected, or (ii)
reduce the aforesaid percentage of bonds, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all bonds then outstanding, or (iii) permit the creation of any lien ranking
prior to or equal with the lien of the Mortgage on any of the mortgaged property
without the consent of the holders of all bonds then outstanding, or (iv)
deprive the holder of any outstanding bond of the lien of the Mortgage on any of
the mortgaged property. Any such waiver or consent by the holder of this bond
(unless effectively revoked as provided in the Mortgage) shall be conclusive and
binding upon such holder and upon all future holders of this bond, irrespective
of whether or not any notation of such waiver or consent is made upon this bond.
No reference herein to the Mortgage and no provision of this bond or of
the Mortgage shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this bond at
the time and place and at the rate and in the coin or currency herein
prescribed.
The Senior Note Bank Bonds are issuable only in fully registered form and
in denominations of $1,000 and any amount in excess thereof.
The Mortgage provides that if the Company shall deposit with the Trustee
in trust for the purpose funds sufficient to pay the principal of all of the
bonds of any series, or such of the bonds of any series as have been or are to
be called for redemption, and premium, if any, thereon, and all interest payable
on such bonds to the date on which they become due and payable, at maturity or
upon redemption or otherwise, and complies with the other provisions of the
Mortgage in respect thereof, then from the date of such deposit such bonds shall
no longer be secured by the lien of the Mortgage.
11
The Senior Note Bank Bonds shall be redeemable as provided in the
Fifty-fourth Supplemental Indenture.
The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Mortgage, upon the occurrence of a completed default as in
the Mortgage provided.
This bond is not transferable except (i) as required to effect an
assignment to a successor Trustee under the Senior Note Indenture, (ii) pursuant
to Section 4.03 or Section 4.06 of the Senior Note Indenture, or (iii) in
compliance with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company. This bond shall
be exchangeable for other registered bonds of the same series and for the same
aggregate principal amount, in the manner and upon the conditions prescribed in
the Mortgage, upon the surrender of such bonds at the office or agency of the
Company in the Borough of Manhattan, The City of New York. However,
notwithstanding the provisions of Section 2.03 of the Mortgage, no charge shall
be made upon any registration of transfer or exchange of bonds of said series.
The Company and the Trustee, any paying agent and any bond registrar may deem
and treat the person in whose name this bond is registered as the absolute owner
hereof, whether or not this bond shall be overdue, for the purpose of receiving
payment and for all other purposes and neither the Company nor the Trustee nor
any paying agent nor any bond registrar shall be affected by any notice to the
contrary.
No recourse under or upon any obligation, covenant or agreement contained
in the Mortgage, or in any bond or coupon thereby secured, or because of any
indebtedness thereby secured, shall be had against any incorporator, or against
any past, present or future stockholder, officer or director, as such, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation under any rule of law, statute or constitution, or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise; it being expressly agreed and understood that the Mortgage, and the
obligations thereby secured, are solely corporate obligations, and that no
personal liability whatever shall attach to, or be incurred by, such
incorporators, stockholders, officers or directors, as such, of the Company or
of any successor corporation, or any of them because of the incurring of the
indebtedness thereby authorized or under or by reason of any of the obligations,
covenants or agreements contained in the Mortgage or in any of the bonds or
coupons thereby secured, or implied therefrom.
This bond shall not become valid or obligatory for any purpose until
UNITED STATES TRUST COMPANY OF NEW YORK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the certificate of authentication
endorsed hereon.
12
IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY has caused this
bond to be signed in its name by the manual or facsimile signature of its
President or one of its Vice Presidents and its corporate seal, or a facsimile
thereof, to be affixed hereto and attested by the manual or facsimile signature
of its Secretary or one of its Assistant Secretaries. Dated:
JERSEY CENTRAL POWER & LIGHT COMPANY
By:
-------------------------------------
(Vice) President
Attest:
- -----------------------------
(Assistant) Secretary
13
[FORM OF TRUSTEE'S CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds of the series herein designated, provided
for in the within-mentioned Mortgage.
UNITED STATES TRUST COMPANY OF NEW YORK
By:
-------------------------------------
Authorized Officer
[END OF FORM OF SENIOR NOTE BANK BOND]
ARTICLE III
MISCELLANEOUS
Section 3.01 Meaning of certain Terms. 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 Original Indenture and Supplemental Indentures Ratified
-------------------------------------------------------
and Confirmed. As amended and supplemented by the aforesaid indentures
- --------------
supplemental thereto and by this Fifty-fourth 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-fourth Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
Section 3.03 Execution in Counterparts. This Fifty-fourth
-----------------------------
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.
14
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 a Vice President
or an Assistant Vice President and its corporate seal to be hereunto affixed and
attested by an Assistant Vice President or an Assistant Secretary, all as of the
day and year first above written.
JERSEY CENTRAL POWER & LIGHT COMPANY
By:
---------------------------------------
T.G Howson
Vice President
ATTEST:
- ------------------------
M.E. Gramlich
Assistant Secretary
Signed, sealed and delivered by
Jersey Central Power & Light Company
in the presence of:
- --------------------------------------
- --------------------------------------
15
UNITED STATES TRUST COMPANY
OF NEW YORK
As Successor Trustee as aforesaid
By: -------------------------------
Louis P. Young
Vice President
ATTEST:
- -------------------------
Kevin Fox
Assistant Secretary
Signed, sealed and delivered by
United States Trust Company of
New York in the presence of:
- -----------------------------------
- -----------------------------------
16
STATE OF NEW JERSEY )
ss.:
COUNTY OF MORRIS )
BE IT REMEMBERED that on this 26th day of April, 2001 before me, the
subscriber, a notary public in and for said County and State, personally
appeared M.E. Gramlich, an Assistant Secretary of JERSEY CENTRAL POWER & LIGHT
COMPANY, the corporation named in and which executed the foregoing instrument,
who, being by me duly sworn according to law, does depose and say and make proof
to my satisfaction that she resides at Sparta, New Jersey; that she is an
Assistant Secretary of JERSEY CENTRAL POWER & LIGHT COMPANY; that the seal
affixed to said instrument is the corporate seal of said corporation, the same
being well known to her; that it was so affixed by the order of the Board of
Directors of said corporation; that T.G. Howson is a Vice President of said
corporation; that she saw said T.G. Howson as such Vice President sign such
instrument, and affix said seal thereto and deliver said instrument and heard
him declare that he signed, sealed and delivered said instrument as the
voluntary act and deed of said corporation by its order and by order of its
Board of Directors, for the uses and purposes therein expressed; and that the
said M.E. Gramlich signed her name thereto at the same time as subscribing
witness, and that Jersey Central Power & Light Company, the mortgagor, has
received a true copy of said instrument.
-------------------------------------------
M.E. Gramlich
Assistant Secretary
Subscribed and sworn to
before me the day and
year aforesaid
------------------------------------------
Barbara E. Jost
Notary Public of New Jersey
My Commission Expires August 12, 2001
[NOTARIAL SEAL]
17
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 26th day of April, 2001 before me, the
subscriber, a notary public in and for said County and State, personally
appeared Kevin Fox, an Assistant Secretary of UNITED STATES TRUST COMPANY OF NEW
YORK, the corporation named in and which executed the foregoing instrument, who,
being by me duly sworn according to law, does depose and say and make proof to
my satisfaction that he resides at New York, New York; that he is an Assistant
Secretary of UNITED STATES TRUST COMPANY OF NEW YORK; that the seal affixed to
said instrument is the corporate seal of said corporation, the same being well
known to him; that it was so affixed by him pursuant to authority granted by the
Board of Directors of said corporation; that Louis P. Young is a Vice President
of said corporation; that he saw said Louis P. Young as such Vice President sign
and deliver said instrument and heard him declare that he signed and delivered
said instrument as the voluntary act and deed of said corporation pursuant to
authority granted by its Board of Directors, for the uses and purposes therein
expressed; and that the said Kevin Fox signed his name thereto at the same time
as subscribing witness.
--------------------------------------
Kevin Fox
Assistant Secretary
Subscribed and sworn to
before me the day and
year aforesaid
--------------------------------------
Christine C. Collins
Notary Public, State of New York
No. 03-4624735
Qualified in Bronx County
Certificate filed in New York County
Commission Expires March 30, 2002
[NOTARIAL SEAL]
18
STATE OF NEW JERSEY )
ss.:
COUNTY OF MORRIS )
On this 26th day of April, 2001, before me came T.G. Howson, to me known,
who, being by me duly sworn, did say that he resides at Madison, New Jersey;
that he is a Vice President of JERSEY CENTRAL POWER & LIGHT COMPANY, one of the
corporations described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that said seal was so affixed by order of the Board of Directors
of said corporation; and that he signed his name to said instrument by like
order.
--------------------------------------
Barbara E.Jost
Notary Public of New Jersey
My Commission Expires August 12, 2001
Subscribed and sworn to
before me the day and
year aforesaid
[NOTARIAL SEAL]
19
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 26th day of April, 2001, before me came Louis P. Young, to me
known, who, being by me duly sworn, did say that he resides at Plainview, New
York; that he is a Vice President of UNITED STATES TRUST COMPANY OF NEW YORK,
one of the corporations described in and which executed the above instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that said seal was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name to said
instrument by like authority.
------------------------------------
Christine C. Collins
Notary Public, State of New York
No. 03-4624735
Qualified in Bronx County
Certificate filed in New York County
Commission Expires March 30, 2002
Subscribed and sworn to
before me the day and
year aforesaid
[NOTARIAL SEAL]
20
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
21