EXECUTED IN 50 COUNTERPARTS OF
WHICH THIS IS COUNTERPART NO.
METROPOLITAN EDISON COMPANY
AND
UNITED STATES TRUST COMPANY OF NEW YORK, SUCCESSOR TRUSTEE
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SUPPLEMENTAL INDENTURE
(First Mortgage Bonds, Senior Note Bank Series due 2002)
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Dated as of May 1, 2001
TABLE OF CONTENTS
Page
Parties...................................................................... 1
Recitals .................................................................... 1
Granting Clauses............................................................. 3
Excepted Property ........................................................... 5
Habendum..................................................................... 5
Subject Clause .............................................................. 5
Grant in Trust .............................................................. 5
ARTICLE I. SENIOR NOTE BANKS BONDS.......................................... 9
SECTION 1.01. Creation of Senior Note Bank Bonds............ ............. 9
SECTION 1.02. Dating of Senior Note Bank Bonds............... ............ 9
SECTION 1.03. Payment of Principal and Interest............... ........... 9
SECTION 1.04. Credits with Respect to Senior Note Bank Bonds... .......... 9
SECTION 1.05. Registration of Senior Note Bank Bonds............ .........10
SECTION 1.06. Transferability and Assignability of Senior Note Bank Bonds.10
SECTION 1.07. Redemption of Senior Note Bank Bonds............... ........10
SECTION 1.08. Mandatory Redemption of Senior Note Bank Bonds..............11
SECTION 1.09. Related Series of Senior Note First Mortgage Bonds..........11
SECTION 1.10. Satisfaction and Discharge..................................11
ARTICLE II. FORM OF THE SENIOR NOTE BANK BONDS..............................11
SECTION 2.01. Form of Senior Note Bank Bonds..............................11
ARTICLE III. MISCELLANEOUS..................................................17
SECTION 3.01. Covenants of the Company............................. ......17
SECTION 3.02 Indemnification of the Trustee........................ .....17
SECTION 3.03 Table of Contents and Titles of Articles Not Part...... ....17
SECTION 3.04. Original Indenture Confirmed as Amended and Supplemented....17
SECTION 3.05 Execution in Counterparts...................................18
Names and Addresses of debtor and secured party..............................15
Testimonium..................................................................16
Signatures and seals.........................................................17
Acknowledgments..............................................................18
Certificate of Residence.....................................................20
THIS SUPPLEMENTAL INDENTURE, dated as of May 1, 2001, made and entered
into by and between METROPOLITAN EDISON COMPANY, a corporation of the
Commonwealth of Pennsylvania (hereinafter sometimes called the "Company"), and
UNITED STATES TRUST COMPANY OF NEW YORK, a company organized under the laws of
the State of New York (hereinafter sometimes called the "Trustee"), as successor
trustee under the Indenture hereinafter referred to.
WHEREAS, the Company heretofore executed and delivered its Indenture
(hereinafter called the "Original Indenture"), dated as of the first day of
November, 1944, to Guaranty Trust Company of New York, as trustee, 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, the Original Indenture, which was duly amended and supplemented
by various indentures supplemental thereto, and which is hereby further
supplemented by this Supplemental Indenture, all of which are herein
collectively referred to as the "Mortgage"; and
WHEREAS, the Original Indenture, certain of said Supplemental Indentures
and an Instrument of Resignation, Appointment and Acceptance dated as of October
27, 1995 among the Company, IBJ Schroder Bank & 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 Warren County, New Jersey; and
WHEREAS, the Mortgage provides for the issuance of bonds thereunder in one
or more series, the form of each series of bonds and of the coupons to be
attached to the coupon bonds, if any, of each series to be substantially in the
forms set forth therein with such omissions, variations and insertions as are
authorized or permitted by the Mortgage and determined and specified by the
Board of Directors of the Company; 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 Mortgage 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
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
Mortgage 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 with the insertion of numbers, denominations, dated dates, maturities,
redemption prices and interest rates as determined in accordance with the terms
of the Mortgage; 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 charter 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 Mortgage
provided, valid, binding and legal obligations of the Company, entitled in all
respects to the security of the Mortgage, 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;
WHEREAS, provision is made in Sections 5.11 and 17.01 of the Original
Indenture for such further instruments and indentures supplemental to the
Original Indenture as may be necessary or proper (a) to carry out more
effectually the purposes of the Original Indenture; (b) expressly to subject to
the lien of the Original Indenture any property acquired after the date of the
Original Indenture and intended to be covered thereby, with the same force and
effect as though included in the granting clauses thereof; (c) to set forth the
terms and provisions of any series of bonds to be issued and the forms of the
bonds and coupons, if any, of such series; (d) to add such further covenants,
restrictions or conditions for the protection of the mortgaged and pledged
property and the holders of bonds as the Board of Directors of the Company and
the Trustee shall consider to be for the protection of the holders of bonds; and
(e) to cure any ambiguity of the Original Indenture which shall not adversely
affect the interests of the holders of the bonds; and
WHEREAS, the Company desires to issue the Senior Note Bank Bonds; and the
Company and the Trustee deem it advisable to enter into this Supplemental
Indenture for the purposes of carrying out the purposes of the Original
Indenture of setting forth the terms and provisions of the Senior Note Bank
Bonds, and the form of the Senior Note Bank Bonds; and
WHEREAS, it was intended by the execution and delivery of the Original
Indenture and the aforesaid Supplemental Indentures to subject to the lien of
the Original Indenture, and to grant to the Trustee a security interest in, all
of the property, real, personal and mixed, then owned by the Company or
thereafter acquired by the Company, as and to the extent set forth therein,
subject to the provisions thereof, except such property as was therein expressly
excepted and excluded from the lien and operation thereof; and it is the
intention of the parties hereto, by the execution and delivery of this
Supplemental Indenture, to provide the Trustee with further assurances by also
creating in favor of the Trustee a security interest, pursuant to the provisions
of the Uniform Commercial Code, in such of the aforesaid property as may by law
be subjected to such a security interest, except such thereof as is expressly
excepted and excluded as aforesaid or herein; 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;
2
NOW, THEREFORE, in order further to secure the payment of the principal
and interest of all bonds issued and to be issued under the Original Indenture
and any indenture supplemental thereto, including this Supplemental Indenture,
according to their tenor, purport and effect and the performance and observance
of all the covenants and conditions in said bonds and the Original Indenture and
indentures supplemental thereto, including this Supplemental Indenture,
contained, and for and 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 unsealing and delivery hereof, and
other valuable consideration, the receipt whereof is hereby acknowledged, and
intending to be legally bound hereby, the Company has executed and delivered
this Supplemental Indenture, and hath granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and
granted a security interest therein, and by these presents doth grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm,
and grant a security interest therein, subject to the provisions of the
Mortgage, unto United States Trust Company of New York, as Trustee, and to its
successors in the trust and to its and their assigns forever, all the properties
of the Company described or mentioned below, that is to say:
All property, real, personal and mixed, tangible and intangible, owned by
the Company on the date of the execution hereof or which may be hereafter
acquired by it (except such property as is in the Original Indenture or in any
indenture supplemental thereto, including this Supplemental Indenture, expressly
excepted from the lien and operation of the Original Indenture).
The property covered by this Supplemental Indenture shall include
particularly, among other property, without prejudice to the generality of the
language hereinbefore or hereinafter contained, the following described
property:
All the electric generating stations, station sites, stations, electric
reserve generating stations, substations, substation sites, steam plants, hot
water plants, hydro-electric stations, hydro-electric station sites, electric
transmission lines, electric distribution systems, steam distribution systems,
hot water distribution systems, regulator stations, regulator station sites,
office buildings, storeroom buildings, warehouse buildings, boiler houses,
plants, plant sites, service plants, coal, other mineral land mining rights and
privileges, coal storage yards, pole yards, electric works, power houses,
generators, turbines, boilers, engines, furnaces, dynamos, buildings,
structures, transformers, meters, towers, poles, tower lines, cables, pole
lines, tanks, storage holders, regulators, pipes, pipe-lines, mains, pipe
fittings, valves, drips, connections, tunnels, conduits, gates, motors, wires,
switch racks, switches, brackets, insulators, and all equipment, improvements,
machinery, appliances, devices, appurtenances, supplies and miscellaneous
property for generating, producing, transforming, converting, storing and
distributing electric energy, steam and hot water, together with all furniture
and fixtures located in the aforesaid buildings, and all land on which the same
or any part thereof are situated;
And all of the real estate, leases, leaseholds (except the last day of the
term of each lease and leasehold), and lands owned by the Company, including
land located on or adjacent to any river, stream or other water, together with
all flowage rights, flooding rights, water rights, riparian rights, dams and dam
sites and rights, flumes, canals, races, raceways, head works and diversion
works;
3
And all of the municipal and other franchises, licenses, consents,
ordinances, permits, privileges, rights, servitudes, easements and rights-of-way
and other rights in or relating to real estate or the occupancy of the same,
owned by the Company;
And all of the other property, real, personal or mixed, owned by the
Company, forming a part of any of the foregoing property or used or enjoyed or
capable of being used or enjoyed in connection therewith or in anywise
appertaining thereto, whether developed or undeveloped, or partially developed,
or whether now equipped and operating or not and wherever situated, and all of
the Company's right, title and interest in and to the land on which the same or
any part thereof are situated or adjacent thereto;
And all rights for or relating to the construction, maintenance or
operation of any of the foregoing property through, over, under or upon any
public streets or highways or other lands, public or private;
And (except as in the Original Indenture or in any indenture supplemental
thereto, including this Supplemental Indenture, expressly excepted) all the
right, title and interest of the Company presently held or hereafter acquired in
and to all other property of any of the foregoing kinds or any other kind or
nature appertaining to and/or used and/or occupied and/or enjoyed in connection
with any property hereinbefore described;
And all the items of the kinds hereinabove mentioned including those
thereof now owned by the Company and those thereof hereafter acquired by the
Company;
Also all other land and the buildings and improvements thereon erected
hereafter acquired;
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder or remainders and
(subject to the provisions of Section 9.01 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits thereof, and all
the estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that all the property, rights and
franchises hereafter acquired by the Company (except any in the Original
Indenture or in any indenture supplemental thereto, including this Supplemental
Indenture, expressly excepted) shall (subject to the provisions of Section 9.01
of the Original Indenture), to the extent permitted by law, be as fully embraced
within this Supplemental Indenture as if such property, rights and franchises
were now owned by the Company and/or specifically described herein and conveyed
hereby;
4
PROVIDED THAT, in addition to the reservations and exceptions herein
elsewhere contained, any property hereinbefore mentioned which has been released
by the Trustee from the lien of the Mortgage or disposed of by the Company in
accordance with the provisions of the Mortgage prior to the date of the
execution and delivery of this Supplemental Indenture, and the following, are
not and are not intended to be granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed hereunder or to
have a security interest created therein, and are hereby expressly excepted from
this Supplemental Indenture and from the lien and operation of the Mortgage,
viz.: (1) cash and shares of stock and certificates or evidence of interest
therein and obligations (including bonds, notes and other securities) not in the
Original Indenture or in any indenture supplemental thereto, including this
Supplemental Indenture, specifically pledged or covenanted so to be or deposited
or delivered hereunder or under any other supplemental indenture; (2) any goods,
wares, merchandise, equipment, materials or supplies held or acquired for the
purpose of sale or resale in the usual course of business or for consumption in
the operation of any properties of the Company, and automobiles and trucks; and
(3) all judgments, contracts, accounts and choses in action, the proceeds of
which the Company is not obligated as in the Original Indenture provided to
deposit with the Trustee hereunder; provided, however, that the property and
rights expressly excepted from this Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so
excepted, in the event that the Trustee or a receiver or trustee shall take
possession of the mortgaged and pledged property in the manner provided in
Article X of the Original Indenture, by reason of the occurrence of a completed
default, as defined in said Article X of the Original Indenture;
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed, or in which a security interest has been
granted, by the Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust created in the Original Indenture and its and their
assigns forever;
SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations
and restrictions contained in the several deeds, servitudes, franchises and
contracts or other instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the properties mentioned above; and subject
also to such servitudes, easements, rights and privileges in, over, on, and/or
through said properties as have been granted to other persons prior to the date
of the execution and delivery of this Supplemental Indenture; and subject also
to encumbrances of the character in the Original Indenture defined as "excepted
encumbrances" insofar as the same may attach to any of the property embraced
herein;
IN TRUST NEVERTHELESS upon the terms, trusts, uses and purposes
specifically set forth in the Mortgage;
AND IT IS HEREBY FURTHER COVENANTED AND AGREED, and the Company and the
Trustee have mutually agreed, in consideration of the premises, as follows:
5
ARTICLE I.
SENIOR NOTE BANK BONDS
SECTION 1.01. ...Creation of Senior Note Bank Bonds. The Company hereby 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 One Hundred Fifty Million Dollars ($150,000,000),
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 Article II 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 1.01. 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.
SECTION 1.02. Dating of Senior Note Bank Bonds. Each Senior Note Bank
--------------------------------
Bond shall be dated the date of its authentication.
SECTION 1.03. Payment of Principal and Interest. The principal of, 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 1.04. Credits with Respect to Senior Note Bank Bonds. Upon 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
6
Senior Notes 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, or premium 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 1.05. Registration of Senior Note Bank Bonds. Senior Note 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 1.06. Transferability and Assignability of Senior Note Bank Bonds.
-----------------------------------------------------------
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, 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 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 1.07. Redemption of Senior Note Bank Bonds. Senior Note Bank
---------------------------------------
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 5.07 and Section 9.06 of the Mortgage or
otherwise, by operation of the maintenance and replacement provisions pursuant
to Sections 5.08 and 9.06 of the Mortgage or otherwise, or with the proceeds of
released property pursuant to Section 9.06 of the Mortgage or otherwise.
SECTION 1.08. Mandatory Redemption of Senior Note Bank Bonds. The 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.
7
SECTION 1.09. 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 1.10. 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 4.06 of the Senior
Note Indenture, to the Company for cancellation.
ARTICLE II.
FORM OF THE SENIOR NOTE BANK BONDS
SECTION 2.01. Form of 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, the maturity date or dates, denominations,
redemption prices and interest rates thereof to be appropriately inserted.
[FORM OF SENIOR NOTE BANK BONDS]
METROPOLITAN EDISON COMPANY
FIRST MORTGAGE BOND, SENIOR NOTE BANK SERIES DUE 2002
$ No.
METROPOLITAN EDISON COMPANY, a corporation of the Commonwealth of
Pennsylvania (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, 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 1.01 of the Supplemental Indenture,
dated as of May 1, 2001, supplementing the Mortgage, on the interest payment
dates provided in said Section 1.01 and, to the extent permitted by law, to pay
interest on overdue interest at the rate per annum above specified.
8
This bond is one of an issue of bonds of the Company (hereinafter referred
to as the "bonds"), not limited in principal amount, issuable in series, which
different series 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 of all
series 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 (herein,
together with any indentures supplemental thereto, called the "Mortgage") dated
November 1, 1944, executed by the Company to UNITED STATES TRUST COMPANY OF NEW
YORK, as successor Trustee to GUARANTY TRUST COMPANY OF NEW YORK (herein called
the "Trustee"), to which 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 Supplemental Indenture dated as of
May 1, 2001, between the Company and the Trustee (the "Supplemental Indenture").
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 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.
9
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.
The Mortgage contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than seventy-five per cent (75%) in
principal amount of all the bonds at the time outstanding (determined as
provided in the Mortgage) evidenced as in the Mortgage provided, 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 centime (75%) in principal
amount of the bonds at the time outstanding of the series affected (determined
as provided in the Mortgage) evidenced as in the Mortgage provided, 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, 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. Any
such consent by the registered 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 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 entitled to any lien or benefit under the Mortgage.
The Senior Note Bank Bonds shall be redeemable as provided in the
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.
10
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 2.05 of the Mortgage, no charge shall
be made upon any registration of transfer or exchange of bonds of said series
other than for any tax or taxes or other governmental charge required to be paid
by the Company. 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 shall be had for the payment of the principal of or interest
on this bond, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Mortgage, against any incorporator or any past,
present or future subscriber to the capital stock, 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
otherwise, all such liability of incorporators, subscribers, stockholders,
officers and directors, as such, being waived and released by the holder and
owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Mortgage.
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.
11
IN WITNESS WHEREOF, METROPOLITAN EDISON 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:
METROPOLITAN EDISON COMPANY
By:
---------------------------
(Vice) President
Attest:
- ----------------------------
(Assistant) Secretary
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[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]
13
ARTICLE III
MISCELLANEOUS
Section 3.01.. Covenants of the Company. So long as any of the senior note
------------------------
bank bonds shall be secured by the lien of the mortgage:
(a) The term "minimum provision for depreciation" when used for any
purposes under the Mortgage and with reference to any period of time shall mean
an amount computed pursuant to the provisions of Article I, Section 5 of the
Supplemental Indenture dated March 1, 1952.
(b) Clause (A)(II) of Section 1.06 of the Original Indenture shall
be deemed amended as set forth in the quotation contained in Article I, Section
4 of the Supplemental Indenture dated May 1, 1960.
(c) The first sentence of Section 5.20 of the Original Indenture
shall be deemed amended as set forth in the quotation contained in Article I,
Section 6 of the Supplemental Indenture dated December 1, 1950.
(d) The Company will keep and perform the covenants and agreements
set forth in Article I, Section 7 of the Supplemental Indenture dated June 1,
1957, irrespective of whether any of the bonds of the series created by such
Supplemental Indenture shall be then outstanding.
(e) The Company will keep and perform the covenants set forth in
Article I, Section 4 of the Supplemental Indenture dated March 1, 1952,
irrespective of whether any of the bonds of the series created by such
Supplemental Indenture shall be then outstanding.
Indemnification of the Trustee
SECTION 3.02. Indemnification of the Trustee. The Trustee shall be
--------------------------------
entitled to rely conclusively on each notice delivered to it by the Senior Note
Trustee or the Company pursuant to the terms of this Supplemental Indenture for
all purposes under the Mortgage. The Trustee shall have no duty or
responsibility to the Company or to the holder or holders of the Senior Note
Bank Bonds from time to time to verify independently the information contained
in any such notice or with respect to the determinations or calculations of
interest which may from time to time or at any given time be due on the Senior
Note Bank Bonds.
SECTION 3.03. Table of Contents and Titles of Articles Not Part. The table
-------------------------------------------------
of contents and the titles of the Articles of this Supplemental Indenture shall
not be deemed to be any part thereof.
SECTION 3.04. Original Indenture Confirmed as Amended and Supplemented. 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.
14
SECTION 3.05. Execution in Counterparts. 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.
The debtor and its mailing address are Metropolitan Edison Company, 2800
Pottsville Pike, Reading, Pennsylvania 19605. The secured party and an address
of the secured party from which information concerning the security interest may
be obtained are United States Trust Company of New York, Trustee, 114 West 47th
Street, New York, New York 10036.
15
IN WITNESS WHEREOF, METROPOLITAN EDISON COMPANY 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 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.
ATTEST METROPOLITAN EDISON COMPANY
_______________________________ By:________________________________
M. E. Gramlich T. G. Howson
Assistant Secretary Vice President
Signed, sealed and delivered by said [CORPORATE SEAL]
Metropolitan Edison Company
in the presence of
- ----------------------------------------
- ----------------------------------------
16
ATTEST UNITED STATES TRUST COMPANY
OF NEW YORK
_______________________________ By:_______________________________
Kevin Fox Louis P. Young
Assistant Secretary Vice President
Signed, sealed and delivered by said
United States Trust Company of New York
in the presence of:
[CORPORATE SEAL]
- ---------------------------------
- ---------------------------------
17
STATE OF NEW JERSEY :
: ss:
COUNTY OF MORRIS :
On this 26th day of April, 2001, before me, Barbara 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.
-------------------------------------
Barbara E. Jost
Notary Public of New Jersey
My Commission Expires August 12, 2001
[NOTARIAL SEAL]
18
STATE OF NEW YORK :
: ss:
COUNTY OF NEW YORK :
On this 26th day of April, 2001, before me, Christine C. Collins, a Notary
Public for the State and County aforesaid, the undersigned officer, personally
appeared Louis 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.
---------------------------------
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]
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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:------------------------------------
Vice President
20