Exhibit 4-C-11
EXECUTED IN COUNTERPARTS
OF WHICH THIS IS COUNTERPART
NO.
PENNSYLVANIA ELECTRIC COMPANY
AND
UNITED STATES TRUST COMPANY OF NEW YORK, SUCCESSOR TRUSTEE
____________________
SUPPLEMENTAL INDENTURE
(First Mortgage Bonds, 5.35% and 5.80% Series A due 2010
and 2020)
(First Mortgage Bonds, 6.05% Series B due 2025 and)
(First Mortgage Bonds, 5.35% Series C due 2010)
____________________
Dated as of November 1, 1995
TABLE OF CONTENTS
PAGE
Parties 1
Recitals 1
Granting Clauses 4
Excepted Property 7
Habendum 7
Subject Clause 7
Grant in Trust 8
ARTICLE I
BONDS OF THE NEW SERIES
SECTION 1.01 Creation of bonds of the New Series 8
SECTION 1.02 Dating of bonds of the New Series;
date from which bonds of the New Series bear
interest 9
SECTION 1.03 Payment of principal and interest; record
dates 10
SECTION 1.04 Redemption of bonds of the New Series A 11
SECTION 1.05 Redemption of bonds of the New Series B 14
SECTION 1.06 Redemption of bonds of the New Series C 17
SECTION 1.07 Limitations on transfer 19
SECTION 1.08 No charge for exchange or transfer 19
ARTICLE II
FORM OF THE BONDS OF THE NEW SERIES
SECTION 2.01 Form of the bonds of the New Series A 20
SECTION 2.02 Form of the bonds of the New Series B 24
SECTION 2.03 Form of the bonds of the New Series C 29
ARTICLE III
USE OF FACSIMILE SIGNATURES AND CORPORATE SEAL
Manual or facsimile signatures and corporate seal on bonds
of the New Series 34
ARTICLE IV
CREDITS WITH RESPECT TO PRINCIPAL OF AND
INTEREST ON BONDS OF EACH SERIES OF THE NEW SERIES
SECTION 4.01 Credits with respect to bonds of New Series A 35
SECTION 4.02 Credits with respect to bonds of New Series B 36
SECTION 4.03 Credits with respect to bonds of New Series C 37
ARTICLE V
MISCELLANEOUS
SECTION 5.01 Covenants of the Company 38
SECTION 5.02 Indemnification of Trustee 39
SECTION 5.03 Table of contents and titles of Articles
not part 39
SECTION 5.04 Original Indenture confirmed as amended
and supplemented 39
SECTION 5.05 Execution in counterparts 39
Names and Addresses of debtor and secured party 39
Testimonium 40
Signatures and seals 40
Acknowledgments 41
Certificate of Residence 42
Schedule A A-1
SUPPLEMENTAL INDENTURE, dated as of November 1, 1995,
made and entered into by and between PENNSYLVANIA ELECTRIC
COMPANY, a corporation of the Commonwealth of Pennsylvania
(hereinafter sometimes called the "Company"), party of the first
part, and UNITED STATES TRUST COMPANY OF NEW YORK, a bank and
trust company organized under the Banking Law of the State of New
York (hereinafter sometimes called the "Trustee"), as successor
trustee under the Mortgage and Deed of Trust hereinafter referred
to, party of the second part.
WHEREAS, the Company heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter called the "Original
Indenture"), dated as of the first day of January, 1942, to
Bankers Trust Company, 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, United States Trust Company of New York is now
acting as successor trustee under the Original Indenture and the
indentures amendatory and supplemental thereto hereinafter
enumerated; and
WHEREAS, indentures supplemental to and amendatory of
the Original Indenture have been executed and delivered by the
Company and the Trustee, namely, Supplemental Indentures dated
March 7, 1942, April 28, 1943, August 20, 1943, August 30, 1943,
August 31, 1943, April 26, 1944, April 19, 1945, October 25,
1945, as of June 1, 1946, as of November 1, 1949, as of
October 1, 1951, as of August 1, 1952, as of June 1, 1953, as of
March 1, 1954, as of April 30, 1956, as of May 1, 1956, as of
March 1, 1958, as of August 1, 1959, as of May 1, 1960, as of
May 1, 1961, October 1, 1964, November 1, 1966, as of June 1,
1967, as of August 1, 1968, as of May 1, 1969, as of April 1,
1970, as of December 1, 1971, as of July 1, 1973, as of June 1,
1974, as of December 1, 1974, as of August 1, 1975, as of
December 1, 1975, as of April 1, 1976, as of June 1, 1976, as of
July 1, 1976, as of November 1, 1976, as of November 30, 1977, as
of December 1, 1977, as of June 1, 1978, as of June 1, 1979, as
of September 1, 1984, as of December 1, 1985, as of December 1,
1986, as of May 1, 1989, as of December 1, 1990, as of March 1,
1992 and as of June 1, 1993, respectively; and the Original
Indenture as supplemented and amended by said Supplemental
Indentures and by this Supplemental Indenture is hereinafter
referred to as the "Mortgage"; and
WHEREAS, the Original Indenture and certain of said
Supplemental Indentures 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
1
is to be recorded, and in the mortgage records of Xxxxxxx County,
Maryland; 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 a Pollution
Control Facilities Loan Agreement dated as of November 1, 1995
(the "Cambria Agreement") with The Cambria County Industrial
Development Authority (the "Cambria Authority"), a public
instrumentality of the Commonwealth of Pennsylvania and a body
corporate and politic organized under the Pennsylvania Economic
Development Financing Law (formerly known as the Pennsylvania
Industrial and Commercial Development Authority Law, as amended)
(the "Act"), pursuant to which the proceeds of the issuance by
the Cambria Authority of its (i) "Pollution Control Revenue
Refunding Bonds, 1995 Series A (Pennsylvania Electric Company
Project)" in the aggregate principal amount of $32,310,000 (the
"Cambria 1995 Series A Bonds") and (ii) "Pollution Control
Revenue Refunding Bonds, 1995 Series B (Pennsylvania Electric
Company Project)" in the aggregate principal amount of
$25,000,000 (the "Cambria 1995 Series B Bonds") (the Cambria 1995
Series A Bonds and the Cambria 1995 Series B Bonds are
hereinafter sometimes collectively referred to as the "Cambria
Authority Bonds") issued under the Cambria Authority's Trust
Indenture dated as of November 1, 1995 (the "Cambria Authority
Indenture") to United States Trust Company of New York, as
trustee (the "Cambria Authority Trustee"), are to be used to pay
a portion of the costs of refunding, through optional redemption,
the Cambria Authority's (i) "Pollution Control Revenue Bonds,
1977 Series A (Pennsylvania Electric Company Project)" in the
aggregate principal amount of $12,310,000, (ii) "Pollution
Control Revenue Bonds, 1985 Series A (Pennsylvania Electric
Company Project)" in the aggregate principal amount of
$20,000,000, and (iii) "Environmental Improvement Revenue Bonds,
1986 Series B (Pennsylvania Electric Company Project)" in the
aggregate principal amount of $25,000,000, all of which were
issued to finance certain air or water pollution control
facilities or sewage or solid waste disposal facilities (the
"Cambria Project Facilities") at or in connection with various
electric generating stations owned in whole or in part by the
Company in various counties in Pennsylvania; and
WHEREAS, the Company has entered into a Pollution
Control Facilities Loan Agreement dated as of November 1, 1995
(the "Indiana Agreement") with the Indiana County Industrial
Development Authority (the "Indiana Authority"), a public
instrumentality of the Commonwealth of Pennsylvania and a body
corporate and politic organized under the Act, pursuant to which
the proceeds of the issuance by the Indiana Authority of its
"Pollution Control Revenue Refunding Bonds, 1995 Series
2
(Pennsylvania Electric Company Project)" in the aggregate
principal amount of $12,000,000 (the "Indiana 1995 Series Bonds")
issued under the Indiana Authority's Trust Indenture dated as of
November 1, 1995 (the "Indiana Authority Indenture") to United
States Trust Company of New York, as trustee (the "Indiana
Authority Trustee"), are to be used to pay a portion of the costs
of refunding, through optional redemption, the Indiana
Authority's "Pollution Control Revenue Bonds, 1976 Series A
(Pennsylvania Electric Company Xxxxx City Project)" in the
aggregate principal amount of $12,000,000 which were issued to
finance certain air or water pollution control facilities or
sewage or solid waste disposal facilities (the "Indiana Project
Facilities" and together with the Cambria Project Facilities, the
"Project Facilities") at or in connection with the Xxxxx City
Station owned in part by the Company and located in Center
Township, Indiana County, Pennsylvania; and
WHEREAS, to satisfy its obligations under the Cambria
Agreement and the Indiana Agreement to repay loans from the
Cambria Authority with respect to the Cambria 1995 Series A Bonds
and the Cambria 1995 Series B Bonds and from the Indiana
Authority with respect to the Indiana 1995 Series Bonds, the
Company by appropriate corporate action in conformity with the
terms of the Mortgage has duly determined to create three
separate series of bonds, which shall be designated as "First
Mortgage Bonds, 5.35% and 5.80% Series A due 2010 and 2020"
(hereinafter sometimes referred to as the "New Series A Bonds" or
the "bonds of the New Series A" or the "bonds of the New Series A
due 2010 and 2020"), "First Mortgage Bonds, 6.05% Series B due
2025" (hereinafter sometimes referred to as the "New Series B
Bonds" or the "bonds of the New Series B" or the "bonds of the
New Series B due 2025") and "First Mortgage Bonds, 5.35% Series C
due 2010" (hereinafter sometimes referred to as the "New Series C
Bonds" or the "bonds of the New Series C" or the "bonds of the
New Series C due 2010"), respectively, which said bonds of the
New Series A, bonds of the New Series B and bonds of the New
Series C are to be substantially in the forms 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, all acts and things prescribed by law and by
the charter and by-laws of the Company necessary to make the
bonds of the New Series A, the bonds of the New Series B and the
bonds of the New Series C (hereinafter sometimes collectively
referred to as the "bonds of the New Series" or individually
referred to as the "bonds of each series of the New Series") 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 bonds of the New Series by the Company and
authentication thereof by the Trustee; and
3
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 has acquired additional property;
and it is desired to add certain further covenants, restrictions
and conditions for the protection of the mortgaged and pledged
property and the holders of bonds which the Board of Directors of
the Company and the Trustee consider to be for the protection of
the holders of bonds; and the Company desires to issue the bonds
of the New Series; 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 expressly subjecting additional property to the lien of the
Mortgage, of setting forth the terms and provisions of the New
Series A Bonds, the New Series B Bonds and the New Series C Bonds
and the forms of the bonds of the New Series A, the bonds of the
New Series B and the bonds of the New Series C, and of setting
forth such further covenants, restrictions and conditions; 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
4
WHEREAS, the execution and delivery of this
Supplemental Indenture have been duly authorized by the Board of
Directors of the Company at a meeting duly called and held
according to law, and all conditions and requirements necessary
to make this Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, for the purposes herein
expressed, and the execution and delivery hereof, in the form and
terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, 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 xxxx xxxxx, 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,
5
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;
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;
6
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;
Without limitation of the generality of the foregoing,
all of the parcels of land and interests in land situate as set
forth in Schedule A, attached hereto and hereby made a part
hereof, and buildings and improvements thereon erected, owned by
the Company, and whether used or not used in connection with the
Company's operations, all of which real estate was conveyed to
the Company or its predecessors in title as set forth by the
conveyances set forth in said Schedule A to which conveyances
reference is made for a more particular description;
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;
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
7
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:
ARTICLE I
BONDS OF THE NEW SERIES
SECTION 1.01. (a) The Company hereby creates a series
of serial bonds, limited in principal amount, as hereinafter
8
provided, to be issued under and secured by the Mortgage, to be
designated and to be distinguished from bonds of all other series
by the title "First Mortgage Bonds, 5.35% and 5.80% Series A due
2010 and 2020." The aggregate principal amount of the bonds of
the New Series A which may be initially authenticated and
delivered shall be limited to THIRTY-TWO MILLION THREE HUNDRED
TEN THOUSAND DOLLARS ($32,310,000.00) and shall mature and bear
interest and be limited in aggregate principal amount as to each
maturity as set forth below:
Aggregate Principal Maturity Date Interest Rate
Amount (November 1) Xxx Xxxxx
$12,310,000 2010 5.35%
$20,000,000 2020 5.80%
Except as provided in Sections 2.03, 2.04, 2.05, 8.03 and 17.04
of the Original Indenture, no bonds of the New Series A shall be
authenticated and delivered after such initial issue. Bonds of
the New Series A of each maturity shall be issued only as one
single registered Bond.
(b) The Company hereby creates a series of bonds,
limited in principal amount, as hereinafter provided, to be
issued under and secured by the Mortgage, to be designated and to
be distinguished from bonds of all other series by the title
"First Mortgage Bonds, 6.05% Series B due 2025." The aggregate
principal amount of the bonds of the New Series B which may be
initially authenticated and delivered shall be limited to TWENTY-
FIVE MILLION DOLLARS ($25,000,000.00). Except as provided in
Sections 2.03, 2.04, 2.05, 8.03 and 17.04 of the Original
Indenture, no bonds of the New Series B shall be authenticated
and delivered after such initial issue. Bonds of the New
Series B shall be issued only as one single registered Bond.
(c) The Company hereby creates a series of bonds,
limited in principal amount, as hereinafter provided, to be
issued under and secured by the Mortgage, to be designated and to
be distinguished from bonds of all other series by the title
"First Mortgage Bonds, 5.35% Series C due 2010." The aggregate
principal amount of the bonds of the New Series C which may be
initially authenticated and delivered shall be limited to TWELVE
MILLION DOLLARS ($12,000,000.00). Except as provided in Sections
2.03, 2.04, 2.05, 8.03 and 17.04 of the Original Indenture, no
bonds of the New Series C shall be authenticated and delivered
after such initial issue. Bonds of the New Series C shall be
issued only as one single registered Bond.
SECTION 1.02. Each bond of each series of the New
Series shall be dated the date of its authentication and shall
bear interest from the interest payment date to which interest
has been paid or duly provided for next preceding the date of
9
authentication, unless the date of authentication (i) is an
interest payment date to which interest has been paid, in which
event it shall be dated and bear interest from the date of
authentication, (ii) is prior to May 1, 1996, in which event it
shall be dated and bear interest from November 1, 1995, or (iii)
is after the fifteenth day (whether or not a business day) of the
calendar month next preceding an interest payment date and prior
to an interest payment date, in which event it shall be dated and
bear interest from the next interest payment date.
SECTION 1.03. (a) Unless previously redeemed pursuant
to the provisions hereof and of the Mortgage, each bond of the
New Series A shall be payable on the applicable maturity thereof,
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 bear interest, payable in
like coin or currency, at the applicable rate per annum specified
in Section 1.01(a) hereof and from the date specified in
Section 1.02 hereof, payable semi-annually on May 1 and November
1 of each year until paid or provided for, with interest on
overdue interest payable at the applicable rate per annum
specified in Section 1.01(a) hereof. Principal of, interest on
and redemption premium, if any, on the bonds of the New Series A
shall be payable at the "office" or agency of the Company in the
Borough of Manhattan, The City of New York. Interest on the
bonds of the New Series A shall be computed on the basis of a
360-day year consisting of twelve 30-day months.
(b) Unless previously redeemed pursuant to the
provisions hereof and of the Mortgage, each bond of the New
Series B shall be payable on the maturity thereof, 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 bear interest, payable in like coin or
currency, at the rate per annum specified in Section 1.01(b)
hereof and from the date specified in Section 1.02 hereof,
payable semi-annually on May 1 and November 1 of each year until
paid or provided for, with interest on overdue interest payable
at the rate per annum specified in Section 1.01(b) hereof.
Principal of, interest on and redemption premium, if any, on the
bonds of the New Series B shall be payable at the "office" or
agency of the Company in the Borough of Manhattan, The City of
New York. Interest on the bonds of the New Series B shall be
computed on the basis of a 360-day year consisting of twelve
30-day months.
(c) Unless previously redeemed pursuant to the
provisions hereof and of the Mortgage, each bond of the New
Series C shall be payable on the maturity thereof, 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 bear interest, payable in like coin or
currency, at the rate per annum specified in Section 1.01(c)
hereof and from the date specified in Section 1.02 hereof,
10
payable semi-annually on May 1 and November 1 of each year until
paid or provided for, with interest on overdue interest payable
at the rate per annum specified in Section 1.01(c) hereof.
Principal of, interest on and redemption premium, if any, on the
bonds of the New Series C shall be payable at the "office" or
agency of the Company in the Borough of Manhattan, The City of
New York. Interest on the bonds of the New Series C shall be
computed on the basis of a 360-day year consisting of twelve
30-day months.
SECTION 1.04. (a) Each bond of the New Series A
maturing in 2020 shall be subject to redemption prior to maturity
at the option of the Company, on and after November 1, 2005, in
whole or in part by lot, at the applicable optional redemption
price shown below as a percentage of the principal amount, plus
interest accrued to the applicable redemption date:
Redemption Date Optional Redemption
(both dates inclusive) Price
November 1, 2005 through October 31, 2006 102%
November 1, 2006 through October 31, 2007 101%
November 1, 2007 and thereafter 100%
Except as described under Sections 1.04(b) and 1.04(d) hereof,
the bonds of the New Series A maturing in 2010 are not subject to
redemption prior to the maturity date.
(b) Each bond of the New Series A shall also be
subject to extraordinary redemption at the option of the Company
in whole at any time at an extraordinary redemption price of 100%
of the principal amount of the bonds of the New Series A to be
redeemed, plus interest accrued to the date of redemption, if:
(i) the Company shall have determined that
the continued operation of the Cambria Project Facilities is
impracticable, uneconomical or undesirable for any reason;
(ii) all or substantially all of the
Cambria Project Facilities shall have been condemned or
taken by a competent authority;
(iii) the operation of the Cambria Project
Facilities shall have been enjoined or shall have been
otherwise prohibited by, or shall conflict with, any order
or rule of any court of competent jurisdiction or any
federal, state or local regulatory body, administrative
agency or other governmental body having jurisdiction over
the Cambria Project Facilities; or
(iv) (A) all of the outstanding common stock of
the Company shall be acquired by some governmental body or
instrumentality and the Company elects to redeem all of the bonds
issued under the Mortgage or (B) all or substantially all of the
11
mortgaged property constituting bondable property which at the
time shall be subject to the lien of the Mortgage as a first lien
shall be released from the lien of the Mortgage pursuant to the
provisions thereof, and available moneys in the hands of the
Trustee are sufficient to redeem all of the bonds issued under
the Mortgage.
(c) Notwithstanding the provisions of clauses (a)
or (b) of this Section 1.04, bonds of the New Series A may be
redeemed only if the Company directs the Cambria Authority to
effect a redemption of an equal principal amount of the Cambria
1995 Series A Bonds of like maturity and interest rate.
(d) Bonds of the New Series A are subject to
mandatory redemption in whole, or, if less than all of the
Cambria 1995 Series A Bonds are then subject to mandatory
redemption pursuant to Section 6.05 of the Cambria Authority
Indenture, in part, in an amount equal to the Cambria 1995
Series A Bonds of like maturity and interest rate then subject to
redemption, upon a redemption date (which date shall be fixed by
the Company, after receipt by the Trustee and the Company of a
written demand for redemption by the Cambria Authority Trustee,
in a written notice mailed by the Company to the Trustee and to
the Cambria Authority Trustee at least forty-five (45) days prior
to the date so fixed) which shall be within 120 days (or, in the
absence of a written notice mailed by the Company as aforesaid,
on the 120th day) after a final determination upon the issuance
of a published or private ruling or technical advice by the
Internal Revenue Service or a judicial decision in a proceeding
by any court of competent jurisdiction in the United States, to
the effect that, as a result of a failure by the Company to
perform or observe any covenant, condition or agreement on its
part to be performed or observed under the Cambria Agreement or
the inaccuracy of any representation by the Company under the
Cambria Agreement, the interest paid or payable on any Cambria
1995 Series A Bonds to any owner of such Cambria 1995 Series A
Bonds for federal income tax purposes, other than a "substantial
user" of the financed facilities or a "related person" within the
meaning of Section 147(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), is or was includable in the gross income
for federal income tax purposes under the Code, to the extent
necessary in order that the interest payable on the Cambria 1995
Series A Bonds remaining outstanding after such redemption of the
Cambria 1995 Series A Bonds would not, in the opinion of
nationally recognized bond counsel, be included in the gross
income of any holder thereof, other than a holder of a Cambria
1995 Series A Bond who is a "substantial user" of the financed
facilities or a "related person" within the meaning of Section
147(a) of the Code. No determination by any court or
administrative agency shall be considered final for the purposes
of this paragraph unless the Company shall have been given timely
notice of the proceeding which resulted in such determination and
an opportunity to participate in such proceeding, either directly
or through a holder of a Cambria 1995 Series A Bond to the degree
12
the Company deems sufficient and until the conclusion of any
appellate review or rehearing sought by any party to such
proceeding or the expiration of the time for seeking such review
or rehearing. The Company shall not redeem any bonds of the New
Series A if it receives a written cancellation of the written
demand from the Cambria Authority Trustee. Any such written
demand from the Cambria Authority Trustee or a cancellation of
such written demand shall be executed on behalf of such Cambria
Authority Trustee by its President or a Vice President or a trust
officer and shall be deemed received by the Trustee when
delivered at its corporate trust office in the Borough of
Manhattan, The City of New York. The Trustee may conclusively
rely as to the truth of the statements contained therein, upon
any such demand or cancellation.
(e) Notice with respect to any redemption of the
bonds of the New Series A shall be mailed by the Company to the
Cambria Authority, the Cambria Authority Trustee and the Trustee
not less than thirty (30) days and not more than ninety (90) days
prior to the redemption date and shall specify the matters set
forth in the penultimate sentence of the first paragraph, and if
applicable, the second sentence of the third paragraph of Section
8.02 of the Original Indenture.
(f) If at the time of the mailing of any such
notice of redemption pursuant to subsection (a) or (b) of this
Section 1.04, the Company shall not have irrevocably directed the
Trustee to apply funds deposited with the Trustee, or held by it
available to be used, for the redemption of bonds of the New
Series A, to redeem all of bonds of the New Series A called for
redemption, including accrued interest to the date fixed for
redemption, such notice shall state that it is subject to the
receipt of the redemption moneys by the Trustee before the date
fixed for redemption and such notice shall be of no effect unless
such moneys are so received before such date.
(g) Bonds of the New Series A shall be subject to
mandatory repurchase by the Company prior to maturity at a
purchase price of 100% of the principal amount thereof, plus
interest accrued to the repurchase date, in whole, upon a
repurchase date (which date shall be fixed by the Company in a
written notice mailed by the Company to the Trustee, the Cambria
Authority and the Cambria Authority Trustee and which date shall
be the same date as the date fixed by the Company for the
repurchase of the bonds of the New Series B pursuant to
Section 1.05(g) hereof) which shall be within ten (10) days after
receipt by the Trustee and the Company of a written demand for
repurchase by the Cambria Authority Trustee stating that the
principal of all Cambria 1995 Series A Bonds then outstanding
under the Cambria Authority Indenture have been declared to be
immediately due and payable pursuant to the provisions of the
first sentence of Section 8.02 thereof.
13
SECTION 1.05. (a) Each bond of the New Series B shall
be subject to redemption prior to maturity at the option of the
Company, on and after November 1, 2005, in whole or in part by
lot, at the applicable optional redemption price shown below as a
percentage of the principal amount, plus interest accrued to the
applicable redemption date:
Redemption Date Optional Redemption
(both dates inclusive) Price
November 1, 2005 through October 31, 2006 102%
November 1, 2006 through October 31, 2007 101%
November 1, 2007 and thereafter 100%
(b) Each bond of the New Series B shall also be
subject to extraordinary redemption at the option of the Company
in whole at any time at an extraordinary redemption price of 100%
of the principal amount of the bonds of the New Series B to be
redeemed, plus interest accrued to the date of redemption, if:
(i) the Company shall have determined that
the continued operation of the Cambria Project Facilities is
impracticable, uneconomical or undesirable for any reason;
(ii) all or substantially all of the
Cambria Project Facilities shall have been condemned or
taken by a competent authority;
(iii) the operation of the Cambria Project
Facilities shall have been enjoined or shall have been
otherwise prohibited by, or shall conflict with, any order
or rule of any court of competent jurisdiction or any
federal, state or local regulatory body, administrative
agency or other governmental body having jurisdiction over
the Cambria Project Facilities; or
(iv) (A) all of the outstanding common
stock of the Company shall be acquired by some governmental
body or instrumentality and the Company elects to redeem all
of the bonds issued under the Mortgage or (B) all or
substantially all of the mortgaged property constituting
bondable property which at the time shall be subject to the
lien of the Mortgage as a first lien shall be released from
the lien of the Mortgage pursuant to the provisions thereof,
and available moneys in the hands of the Trustee are
sufficient to redeem all of the bonds issued under the
Mortgage.
(c) Notwithstanding the provisions of clauses (a)
or (b) of this Section 1.05, bonds of the New Series B may be
redeemed only if the Company directs the Cambria Authority to
effect a redemption of an equal principal amount of the Cambria
1995 Series B Bonds.
14
(d) Bonds of the New Series B are subject to
mandatory redemption in whole, or, if less than all of the
Cambria 1995 Series B Bonds are then subject to mandatory
redemption pursuant to Section 6.05 of the Cambria Authority
Indenture, in part, in an amount equal to the Cambria 1995 Series
B Bonds then subject to redemption, upon a redemption date (which
date shall be fixed by the Company, after receipt by the Trustee
and the Company of a written demand for redemption by the Cambria
Authority Trustee, in a written notice mailed by the Company to
the Trustee and to the Cambria Authority Trustee at least
forty-five (45) days prior to the date so fixed) which shall be
within 120 days (or, in the absence of a written notice mailed by
the Company as aforesaid, on the 120th day) after a final
determination upon the issuance of a published or private ruling
or technical advice by the Internal Revenue Service or a judicial
decision in a proceeding by any court of competent jurisdiction
in the United States, to the effect that, as a result of a
failure by the Company to perform or observe any covenant,
condition or agreement on its part to be performed or observed
under the Cambria Agreement or the inaccuracy of any
representation by the Company under the Cambria Agreement, the
interest paid or payable on any Cambria 1995 Series B Bonds to
any owner of such Cambria 1995 Series B Bonds for federal income
tax purposes, other than a "substantial user" of the financed
facilities or a "related person" within the meaning of Section
147(a) of the Code, is or was includable in the gross income for
federal income tax purposes under the Code, to the extent
necessary in order that the interest payable on the Cambria 1995
Series B Bonds remaining outstanding after such redemption of the
Cambria 1995 Series B Bonds would not, in the opinion of
nationally recognized bond counsel, be included in the gross
income of any holder thereof, other than a holder of a Cambria
1995 Series B Bond who is a "substantial user" of the financed
facilities or a "related person" within the meaning of Section
147(a) of the Code. No determination by any court or
administrative agency shall be considered final for the purposes
of this paragraph unless the Company shall have been given timely
notice of the proceeding which resulted in such determination and
an opportunity to participate in such proceeding, either directly
or through a holder of a Cambria 1995 Series B Bond to the degree
the Company deems sufficient and until the conclusion of any
appellate review or rehearing sought by any party to such
proceeding or the expiration of the time for seeking such review
or rehearing. The Company shall not redeem any bonds of the New
Series B if it receives a written cancellation of the written
demand from the Cambria Authority Trustee. Any such written
demand from the Cambria Authority Trustee or a cancellation of
such written demand shall be executed on behalf of such Cambria
Authority Trustee by its President or a Vice President or a trust
officer and shall be deemed received by the Trustee when
delivered at its corporate trust office in the Borough of
Manhattan, The City of New York. The Trustee may conclusively
rely as to the truth of the statements contained therein, upon
any such demand or cancellation.
15
(e) Notice with respect to any redemption of the
bonds of the New Series B shall be mailed by the Company to the
Cambria Authority, the Cambria Authority Trustee and the Trustee
not less than thirty (30) days and not more than ninety (90) days
prior to the applicable redemption date and shall specify the
matters set forth in the penultimate sentence of the first
paragraph, and if applicable, the second sentence of the third
paragraph of Section 8.02 of the Original Indenture.
(f) If at the time of the mailing of any such
notice of redemption pursuant to subsection (a) or (b) of this
Section 1.05, the Company shall not have irrevocably directed the
Trustee to apply funds deposited with the Trustee, or held by it
available to be used, for the redemption of bonds of the New
Series B, to redeem all of bonds of the New Series B called for
redemption, including accrued interest to the date fixed for
redemption, such notice shall state that it is subject to the
receipt of the redemption moneys by the Trustee before the date
fixed for redemption and such notice shall be of no effect unless
such moneys are so received before such date.
(g) Bonds of the New Series B shall be subject to
mandatory repurchase by the Company prior to maturity at a
purchase price of 100% of the principal amount thereof, plus
interest accrued to the repurchase date, in whole, upon a
repurchase date (which date shall be fixed by the Company in a
written notice mailed by the Company to the Trustee, the Cambria
Authority and the Cambria Authority Trustee and which date shall
be the same date as the date fixed by the Company for the
repurchase of the bonds of the New Series A pursuant to
Section 1.04(g) hereof) which shall be within ten (10) days after
receipt by the Trustee and the Company of a written demand for
repurchase by the Cambria Authority Trustee stating that the
principal of all Cambria 1995 Series B Bonds then outstanding
under the Cambria Authority Indenture have been declared to be
immediately due and payable pursuant to the provisions of the
first sentence of Section 8.02 thereof.
SECTION 1.06. (a) Each bond of the New Series C shall
be subject to extraordinary redemption at the option of the
Company in whole at any time at an extraordinary redemption price
of 100% of the principal amount of the bonds of the New Series C
to be redeemed, plus interest accrued to the date of redemption,
if:
(i) the Company shall have determined that
the continued operation of the Indiana Project Facilities is
impracticable, uneconomical or undesirable for any reason;
(ii) all or substantially all of the
Indiana Project Facilities shall have been condemned or
taken by a competent authority;
16
(iii) the operation of the Indiana Project
Facilities shall have been enjoined or shall have been
otherwise prohibited by, or shall conflict with, any order
or rule of any court of competent jurisdiction or any
federal, state or local regulatory body, administrative
agency or other governmental body having jurisdiction over
the Indiana Project Facilities; or
(iv) (A) all of the outstanding common
stock of the Company shall be acquired by some governmental
body or instrumentality and the Company elects to redeem all
of the bonds issued under the Mortgage or (B) all or
substantially all of the mortgaged property constituting
bondable property which at the time shall be subject to the
lien of the Mortgage as a first lien shall be released from
the lien of the Mortgage pursuant to the provisions thereof,
and available moneys in the hands of the Trustee are
sufficient to redeem all of the bonds issued under the
Mortgage.
(b) Notwithstanding the provisions of clause (a)
of this Section 1.06, bonds of the New Series C may be redeemed
only if the Company directs the Indiana Authority to effect a
redemption of an equal principal amount of the Indiana 1995
Series Bonds.
(c) Bonds of the New Series C are subject to
mandatory redemption in whole, or, if less than all of the
Indiana 1995 Series Bonds are then subject to mandatory
redemption pursuant to Section 6.05 of the Indiana Authority
Indenture, in part, in an amount equal to the Indiana 1995 Series
Bonds then subject to redemption, upon a redemption date (which
date shall be fixed by the Company, after receipt by the Trustee
and the Company of a written demand for redemption by the Indiana
Authority Trustee, in a written notice mailed by the Company to
the Trustee and to the Indiana Authority Trustee at least
forty-five (45) days prior to the date so fixed) which shall be
within 120 days (or, in the absence of a written notice mailed by
the Company as aforesaid, on the 120th day) after a final
determination upon the issuance of a published or private ruling
or technical advice by the Internal Revenue Service or a judicial
decision in a proceeding by any court of competent jurisdiction
in the United States, to the effect that, as a result of a
failure by the Company to perform or observe any covenant,
condition or agreement on its part to be performed or observed
under the Indiana Agreement or the inaccuracy of any
representation by the Company under the Indiana Agreement, the
interest paid or payable on any Indiana 1995 Series Bonds to any
owner of such Indiana 1995 Series Bonds for federal income tax
purposes, other than a "substantial user" of the financed
facilities or a "related person" within the meaning of Section
147(a) of the Code, is or was includable in the gross income for
federal income tax purposes under the Code, to the extent
necessary in order that the interest payable on the Indiana 1995
17
Series Bonds remaining outstanding after such redemption of the
Indiana 1995 Series Bonds would not, in the opinion of nationally
recognized bond counsel, be included in the gross income of any
holder thereof, other than a holder of an Indiana 1995
Series Bond who is a "substantial user" of the financed
facilities or a "related person" within the meaning of Section
147(a) of the Code. No determination by any court or
administrative agency shall be considered final for the purposes
of this paragraph unless the Company shall have been given timely
notice of the proceeding which resulted in such determination and
an opportunity to participate in such proceeding, either directly
or through a holder of an Indiana 1995 Series Bond to the degree
the Company deems sufficient and until the conclusion of any
appellate review or rehearing sought by any party to such
proceeding or the expiration of the time for seeking such review
or rehearing. The Company shall not redeem any bonds of the New
Series C if it receives a written cancellation of the written
demand from the Indiana Authority Trustee. Any such written
demand from the Indiana Authority Trustee or a cancellation of
such written demand shall be executed on behalf of such Indiana
Authority Trustee by its President or a Vice President or a trust
officer and shall be deemed received by the Trustee when
delivered at its corporate trust office in the Borough of
Manhattan, The City of New York. The Trustee may conclusively
rely as to the truth of the statements contained therein, upon
any such demand or cancellation.
(d) Notice with respect to any redemption of the
bonds of the New Series C shall be mailed by the Company to the
Indiana Authority, the Indiana Authority Trustee and the Trustee
not less than thirty (30) days and not more than ninety (90) days
prior to the applicable redemption date and shall specify the
matters set forth in the penultimate sentence of the first
paragraph, and if applicable, the second sentence of the third
paragraph of Section 8.02 of the Original Indenture.
(e) If at the time of the mailing of any such
notice of redemption pursuant to subsection (a) of this Section
1.06, the Company shall not have irrevocably directed the Trustee
to apply funds deposited with the Trustee, or held by it
available to be used, for the redemption of bonds of the New
Series C, to redeem all of bonds of the New Series C called for
redemption, including accrued interest to the date fixed for
redemption, such notice shall state that it is subject to the
receipt of the redemption moneys by the Trustee before the date
fixed for redemption and such notice shall be of no effect unless
such moneys are so received before such date.
(f) Bonds of the New Series C shall be subject to
mandatory repurchase by the Company prior to maturity at a
purchase price of 100% of the principal amount thereof, plus
interest accrued to the repurchase date, in whole, upon a
repurchase date (which date shall be fixed by the Company in a
written notice mailed by the Company to the Trustee and to the
18
Indiana Authority Trustee) which shall be within ten (10) days
after receipt by the Trustee and the Company of a written demand
for repurchase by the Indiana Authority Trustee stating that the
principal of all Indiana 1995 Series Bonds then outstanding under
the Indiana Authority Indenture have been declared to be
immediately due and payable pursuant to the provisions of the
first sentence of Section 8.02 thereof.
SECTION 1.07. The last sentence of Section 2.03 of the
Original Indenture shall not apply to bonds of each series of the
New Series. In case less than all of the bonds of any series of
the New Series at the time outstanding are called for redemption,
the Company shall not be required to transfer any bonds of such
series of the New Series, for a period of ten (10) days before
the mailing of a notice of redemption of bonds of such series of
the New Series selected for redemption, to transfer any bond of
such series of the New Series called for redemption in its
entirety or to transfer any portion of a bond of such series of
the New Series which portion has been called for redemption.
SECTION 1.08. 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 bond of any series of the New Series, 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.
19
ARTICLE II
FORM OF THE BONDS OF THE NEW SERIES
SECTION 2.01. The form of the bonds of the New Series
A 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 FACE OF NEW SERIES A BONDS]
PENNSYLVANIA ELECTRIC COMPANY
FIRST MORTGAGE BOND, 5.35% and 5.80% SERIES A DUE 2010 and 2020
$ No.
PENNSYLVANIA ELECTRIC 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 Trust Indenture dated
as of November 1, 1995 of the Cambria County Industrial
Development Authority, or registered assigns, _______________
Dollars on ________, _____, 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 interest payment date
to which interest has been paid or duly provided for, or unless
no interest has been paid or provided for on this bond, in which
case from November 1, 1995, or from the next interest payment
date in the case the date of authentication of this bond is after
the fifteenth day (whether or not a business day) of the calendar
month next preceding an interest payment date and prior to such
interest payment date, until said principal sum has been paid or
provided for, at the rate or rates per annum provided for in
Section 1.01(a) of the Supplemental Indenture dated as of
November 1, 1995, supplementing the Mortgage, on May 1 and
November 1 of each year, and, to the extent permitted by law, to
pay interest on overdue interest at the rate per annum above
specified.
Interest on this bond shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.
20
Reference is hereby made to the further provisions of
this bond set forth on the reverse hereof. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
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.
IN WITNESS WHEREOF, PENNSYLVANIA ELECTRIC 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:
PENNSYLVANIA ELECTRIC COMPANY
By
(Vice) President
Attest:
(Assistant) Secretary
21
[FORM OF REVERSE OF NEW SERIES A BONDS]
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, 5.35% and 5.80% Series A due 2010 and 2020 (herein called
the "bonds of the New Series A due 2010 and 2020"), 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 a Mortgage and Deed of Trust
(herein, together with any indentures supplemental thereto,
called the "Mortgage") dated as of January 1, 1942, executed by
the Company to UNITED STATES TRUST COMPANY OF NEW YORK, as
successor Trustee to BANKERS TRUST COMPANY (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 bonds of the New Series A due 2010 and 2020 are
described in the Supplemental Indenture dated as of November 1,
1995 between the Company and the Trustee.
The Mortgage 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 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 centum (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)
22
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 bonds of the New Series A due 2010 and 2020 of like
maturity and interest rate are issuable only in fully registered
form and shall be issued only as one single Bond.
The bonds of the New Series A due 2010 and 2020 may be
redeemed at the option of the Company and are otherwise subject
to redemption and mandatory repurchase by the Company at the
times and upon the terms and conditions set forth in the
Mortgage.
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 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 transferable as prescribed in and subject
to the limitations contained in the Mortgage by the registered
holder hereof in person, or by his duly authorized attorney, at
the office or agency of the Company in said Borough of Manhattan,
upon surrender and cancellation of this bond, and thereupon, a
new fully registered bond or bonds of authorized denominations of
the same series of like maturity and interest rate and for the
same aggregate principal amount will be issued to the transferee
in exchange herefor as provided in the Mortgage without charge
except for any tax or taxes or other governmental charges
incident to such transfer. 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.
23
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.
[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 BOND OF NEW SERIES A]
SECTION 2.02. The form of the bonds of the New Series
B 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.
24
[FORM OF FACE OF NEW SERIES B BONDS]
PENNSYLVANIA ELECTRIC COMPANY
FIRST MORTGAGE BOND, 6.05% SERIES B DUE 2025
$ No.
PENNSYLVANIA ELECTRIC 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 Trust Indenture dated
as of November 1, 1995 of the Cambria County Industrial
Development Authority, or registered assigns, _______________
Dollars on ________, ____ 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 interest payment date
to which interest has been paid or duly provided for, or unless
no interest has been paid or provided for on this bond, in which
case from November 1, 1995, or from the next interest payment
date in the case the date of authentication of this bond is after
the fifteenth day (whether or not a business day) of the calendar
month next preceding an interest payment date and prior to such
interest payment date, until said principal sum has been paid or
provided for, at the rate or rates per annum provided for in
Section 1.01(b) of the Supplemental Indenture dated as of
November 1, 1995, supplementing the Mortgage, on May 1 and
November 1 of each year, and, to the extent permitted by law, to
pay interest on overdue interest at the rate per annum above
specified.
Interest on this bond shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.
Reference is hereby made to the further provisions of
this bond set forth on the reverse hereof. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
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.
25
IN WITNESS WHEREOF, PENNSYLVANIA ELECTRIC 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:
PENNSYLVANIA ELECTRIC COMPANY
By
(Vice) President
Attest:
(Assistant) Secretary
26
[FORM OF REVERSE OF NEW SERIES B BONDS]
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, 6.05% Series B due 2025 (herein called the "bonds of the
New Series B due 2025"), 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 a Mortgage and Deed of Trust (herein, together with
any indentures supplemental thereto, called the "Mortgage") dated
as of January 1, 1942, executed by the Company to UNITED STATES
TRUST COMPANY OF NEW YORK, as successor Trustee to BANKERS TRUST
COMPANY (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 bonds of the New Series B due 2025 are
described in the Supplemental Indenture dated as of November 1,
1995 between the Company and the Trustee.
The Mortgage 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 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 centum (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)
27
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 bonds of the New Series B due 2025 are issuable
only in fully registered form and shall be issued only as one
single Bond.
The bonds of the New Series B due 2025 may be redeemed
at the option of the Company and are otherwise subject to
redemption and mandatory repurchase by the Company at the times
and upon the terms and conditions set forth in the Mortgage.
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 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 transferable as prescribed in and subject
to the limitations contained in the Mortgage by the registered
holder hereof in person, or by his duly authorized attorney, at
the office or agency of the Company in said Borough of Manhattan,
upon surrender and cancellation of this bond, and thereupon, a
new fully registered bond or bonds of authorized denominations of
the same series and for the same aggregate principal amount will
be issued to the transferee in exchange herefor as provided in
the Mortgage without charge except for any tax or taxes or other
governmental charges incident to such transfer. 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.
28
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.
[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 BOND OF NEW SERIES B]
SECTION 2.03. The form of the bonds of the New Series
C 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.
29
[FORM OF FACE OF NEW SERIES C BONDS]
PENNSYLVANIA ELECTRIC COMPANY
FIRST MORTGAGE BOND, 5.35% SERIES C DUE 2010
$ No.
PENNSYLVANIA ELECTRIC 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 Trust Indenture dated
as of November 1, 1995 of the Indiana County Industrial
Development Authority, or registered assigns, _______________
Dollars on ________, ____ 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 interest payment date
to which interest has been paid or duly provided for, or unless
no interest has been paid or provided for on this bond, in which
case from November 1, 1995, or from the next interest payment
date in the case the date of authentication of this bond is after
the fifteenth day (whether or not a business day) of the calendar
month next preceding an interest payment date and prior to such
interest payment date, until said principal sum has been paid or
provided for, at the rate or rates per annum provided for in
Section 1.01(c) of the Supplemental Indenture dated as of
November 1, 1995, supplementing the Mortgage, on May 1 and
November 1 of each year, and, to the extent permitted by law, to
pay interest on overdue interest at the rate per annum above
specified.
Interest on this bond shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.
Reference is hereby made to the further provisions of
this bond set forth on the reverse hereof. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
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.
30
IN WITNESS WHEREOF, PENNSYLVANIA ELECTRIC 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:
PENNSYLVANIA ELECTRIC COMPANY
By
(Vice) President
Attest:
(Assistant) Secretary
31
[FORM OF REVERSE OF NEW SERIES C BONDS]
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, 5.35% Series C due 2010 (herein called the "bonds of the
New Series C due 2010"), 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 a Mortgage and Deed of Trust (herein, together with
any indentures supplemental thereto, called the "Mortgage") dated
as of January 1, 1942, executed by the Company to UNITED STATES
TRUST COMPANY OF NEW YORK, as successor Trustee to BANKERS TRUST
COMPANY (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 bonds of the New Series C due 2010 are
described in the Supplemental Indenture dated as of November 1,
1995 between the Company and the Trustee.
The Mortgage 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 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 centum (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.
32
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 bonds of the New Series C due 2010 are issuable
only in fully registered form and shall be issued only as one
single Bond.
The bonds of the New Series C due 2010 may be redeemed
at the option of the Company and are otherwise subject to
redemption and mandatory repurchase by the Company at the times
and upon the terms and conditions set forth in the Mortgage.
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 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 transferable as prescribed in and subject
to the limitations contained in the Mortgage by the registered
holder hereof in person, or by his duly authorized attorney, at
the office or agency of the Company in said Borough of Manhattan,
upon surrender and cancellation of this bond, and thereupon, a
new fully registered bond or bonds of authorized denominations of
the same series and for the same aggregate principal amount will
be issued to the transferee in exchange herefor as provided in
the Mortgage without charge except for any tax or taxes or other
governmental charges incident to such transfer. 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.
33
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.
[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 BOND OF NEW SERIES C]
ARTICLE III
USE OF FACSIMILE SIGNATURES AND CORPORATE SEAL
Any or all signatures of the officers of the Company
upon any series of the bonds of the New Series may be either
manual or facsimile signatures. The corporate seal of the
Company to be affixed on any bond of the New Series may be
facsimile seal.
34
ARTICLE IV
CREDITS WITH RESPECT TO PRINCIPAL OF AND
INTEREST ON BONDS OF EACH SERIES OF THE NEW SERIES
SECTION 4.01. (a) In addition to any other credit,
payment or satisfaction to which the Company is entitled with
respect to the bonds of the New Series A of like maturity and
interest rate, the Company shall be entitled to credits against
amounts otherwise payable in respect of bonds of such New Series
A of like maturity and interest rate in an amount corresponding
to (i) the principal amount of any Cambria 1995 Series A Bonds of
such like maturity and interest rate surrendered to the Cambria
Authority Trustee by the Company or by the Cambria Authority or
purchased by the Cambria Authority Trustee for cancellation and
(ii) the amount of money held by the Cambria Authority Trustee
and available and irrevocably designated for the payment of
principal or redemption price of, and/or interest on, the Cambria
1995 Series A Bonds of such like maturity and interest rate
regardless of the source of payment to the Cambria Authority
Trustee of such moneys, and the Cambria Authority Trustee shall
make notation on such bonds of the New Series A of any such
credit; provided, however, that the Company shall not be entitled
to any such credit with respect to payment of principal or
redemption price of, and/or interest on, the Cambria 1995 Series
A Bonds of such like maturity and interest rate made by the Bond
Insurer (as such term is defined in the Cambria Authority
Indenture) pursuant to the terms of the 1995 Series A Bond
Insurance Policy (as such term is defined in the Cambria
Authority Indenture).
(b) The Company shall be entitled to a cash credit
against its obligation to pay interest on the bonds of the New
Series A of like maturity and interest rate equal to interest
paid on the Cambria 1995 Series A Bonds of such like maturity and
interest rate out of (i) the proceeds of the original issuance of
such Cambria 1995 Series A Bonds of such like maturity and
interest rate and the earnings on the investment of such
proceeds, as provided in the Cambria Authority Indenture which
are held by the Cambria Authority Trustee at the time of the
interest payment date, and (ii) such other moneys held at the
time of an interest payment date by the Cambria Authority Trustee
and available for the payment of interest on the Cambria 1995
Series A Bonds of such like maturity and interest rate and the
Cambria Authority Trustee shall make notation on the bonds of the
New Series A of any such credit.
(c) A certificate of the Company signed by the
President or any Vice President, and by the Secretary or any
Assistant Secretary, and consented to by the Cambria Authority
Trustee stating that the Company is entitled to a credit under
this Section 4.01 and setting forth the basis therefor in
reasonable detail, shall be conclusive evidence of such
entitlement, and the Trustee shall accept such certificate
without further investigation or verification of the matters
stated therein.
35
SECTION 4.02. (a) In addition to any other credit,
payment or satisfaction to which the Company is entitled with
respect to the bonds of the New Series B, the Company shall be
entitled to credits against amounts otherwise payable in respect
of bonds of such New Series B in an amount corresponding to (i)
the principal amount of any Cambria 1995 Series B Bonds
surrendered to the Cambria Authority Trustee by the Company or by
the Cambria Authority or purchased by the Cambria Authority
Trustee for cancellation and (ii) the amount of money held by the
Cambria Authority Trustee and available and irrevocably
designated for the payment of principal or redemption price of,
and/or interest on, the Cambria 1995 Series B Bonds regardless of
the source of payment to the Cambria Authority Trustee of such
moneys, and the Cambria Authority Trustee shall make notation on
the bonds of the New Series B of any such credit; provided,
however, that the Company shall not be entitled to any such
credit with respect to payment of principal or redemption price
of, and/or interest on, the Cambria 1995 Series B Bonds made by
the Bond Insurer (as such term is defined in the Cambria
Authority Indenture) pursuant to the terms of the 1995 Series B
Bond Insurance Policy (as such term is defined in the Cambria
Authority Indenture).
(b) The Company shall be entitled to a cash credit
against its obligation to pay interest on the bonds of the New
Series B equal to interest paid on the Cambria 1995 Series B
Bonds out of (i) the proceeds of the original issuance of such
Cambria 1995 Series B Bonds and the earnings on the investment of
such proceeds, as provided in the Cambria Authority Indenture
which are held by the Cambria Authority Trustee at the time of
the interest payment date, and (ii) such other moneys held at the
time of an interest payment date by the Cambria Authority Trustee
and available for the payment of interest on the Cambria 1995
Series B Bonds and the Cambria Authority Trustee shall make
notation on the bonds of the New Series B of any such credit.
(c) A certificate of the Company signed by the
President or any Vice President, and by the Secretary or any
Assistant Secretary, and consented to by the Cambria Authority
Trustee stating that the Company is entitled to a credit under
this Section 4.02 and setting forth the basis therefor in
reasonable detail, shall be conclusive evidence of such
entitlement, and the Trustee shall accept such certificate
without further investigation or verification of the matters
stated therein.
36
SECTION 4.03. (a) In addition to any other credit,
payment or satisfaction to which the Company is entitled with
respect to the bonds of the New Series C, the Company shall be
entitled to credits against amounts otherwise payable in respect
of bonds of such New Series C in an amount corresponding to (i)
the principal amount of any Indiana 1995 Series Bonds surrendered
to the Indiana Authority Trustee by the Company or by the Indiana
Authority or purchased by the Indiana Authority Trustee for
cancellation and (ii) the amount of money held by the Indiana
Authority Trustee and available and irrevocably designated for
the payment of principal or redemption price of, and/or interest
on, the Indiana 1995 Series Bonds regardless of the source of
payment to the Indiana Authority Trustee of such moneys, and the
Indiana Authority Trustee shall make notation on the bonds of the
New Series C of any such credit; provided, however, that the
Company shall not be entitled to any such credit with respect to
payment of principal or redemption price of, and/or interest on,
the Indiana 1995 Series Bonds made by the Bond Insurer (as such
term is defined in the Indiana Authority Indenture) pursuant to
the terms of the Bond Insurance Policy (as such term is defined
in the Indiana Authority Indenture).
(b) The Company shall be entitled to a cash credit
against its obligation to pay interest on the bonds of the New
Series C equal to interest paid on the Indiana 1995 Series Bonds
out of (i) the proceeds of the original issuance of such Indiana
1995 Series Bonds and the earnings on the investment of such
proceeds, as provided in the Indiana Authority Indenture which
are held by the Indiana Authority Trustee at the time of the
interest payment date, and (ii) such other moneys held at the
time of an interest payment date by the Indiana Authority Trustee
and available for the payment of interest on the Indiana 1995
Series Bonds and the Indiana Authority Trustee shall make
notation on the bonds of the New Series C of any such credit.
(c) A certificate of the Company signed by the
President or any Vice President, and by the Secretary or any
Assistant Secretary, and consented to by the Indiana Authority
Trustee stating that the Company is entitled to a credit under
this Section 4.03 and setting forth the basis therefor in
reasonable detail, shall be conclusive evidence of such
entitlement, and the Trustee shall accept such certificate
without further investigation or verification of the matters
stated therein.
37
ARTICLE V
MISCELLANEOUS
SECTION 5.01. The Company covenants and agrees that,
so long as any of the bonds of the New Series A, of the New
Series B and of the New Series C shall be secured by the lien of
the Mortgage, the following provisions of the following aforesaid
Supplemental Indentures shall be effective, and the Company will
observe and perform each and all of the conditions and of its
covenants and agreements therein set forth, as if the bonds of
the New Series A, of the New Series B and of the New Series C
were specified therein:
(a) Section 1 of Article II of the Supplemental
Indenture dated as of November 1, 1949, as amended by paragraph
(a) of Section 2.01 of Article II of the Supplemental Indenture
dated as of August 1, 1959.
(b) Section 2 of Article II of the Supplemental
Indenture dated as of November 1, 1949.
(c) Section 1 of Article III of the Supplemental
Indenture dated as of October 1, 1951.
(d) Section 2 of Article II of the supplemental
Indenture dated as of June 1, 1953. Subsection (D) thereof as
heretofore amended is hereby further amended to read as follows:
"(D) the provisions of this Section shall be
effective only so long as any of the 1996 Series or of the
1997 Series or of the July 1, 2006 Series or of the December
1, 2007 Series A or of the December 1, 2007 Series B or of
the Series A due 2015 or of the Series due 2016 or of the
Secured Medium-Term Notes, Series B or of the Secured
Medium-Term Notes, Series C or of the Secured Medium-Term
Notes, Series D bonds shall be outstanding, and may be
waived by the holders of not less than 75% in aggregate
principal amount of all bonds specifically entitled to the
benefit of the covenants set forth in this Section (which
need not include 75% in principal amount of the then
outstanding 1996 Series or the 1997 Series or the July 1,
2006 Series or the December 1, 2007 Series A or the December
1, 2007 Series B or the Series A due 2015 or the Series due
2016 or the Secured Medium-Term Notes, Series B or the
Secured Medium-Term Notes, Series C or the Secured Medium-
Term Notes, Series D bonds or any other series of bonds
specifically entitled to the benefit of such covenants),
outstanding at the time of such acquisition, by a consent
given in writing or given at a meeting of the holders of the
1996 Series and the 1997 Series and the July 1, 2006 Series
and the December 1, 2007 Series A and the December 1, 2007
Series B and the Series A due 2015 and the Series due 2016
and the Secured Medium-Term Notes, Series B and the Secured
Medium-Term Notes, Series C and the Secured Medium-Term
38
Notes, Series D bonds and such other bonds, if any, held
pursuant to the applicable provisions of Article XVI of the
Original Indenture. Moreover, none of the provisions of
subsection (B) of this Section shall be applicable to any
acquisition of property ordered, approved or permitted by
the Securities and Exchange Commission under the provisions
of the Public Utility Holding Company Act of 1935 as then in
force, or by any successor regulatory body of the United
States of America having jurisdiction in the premises."
(e) Section 2 of Article II of the Supplemental
Indenture dated as of May 1, 1956.
SECTION 5.02. The Trustee shall be entitled to rely
conclusively on each notice delivered to it by the Cambria
Authority Trustee or the Indiana Authority Trustee, as the case
may be, 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 bonds of the New Series A, of the New Series B and
of the New Series C 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 bonds of the New
Series A, of the New Series B and of the New Series C.
SECTION 5.03. The table of contents and the titles of
the Articles of this Supplemental Indenture shall not be deemed
to be any part thereof.
SECTION 5.04. As amended and supplemented by the
aforesaid indentures supplemental thereto and by this
Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed and the Original Indenture and the
aforesaid indentures supplemental thereto and this Supplemental
Indenture shall be read, taken and construed as one and the same
instrument.
SECTION 5.05. 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 Pennsylvania
Electric Company, 0000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx
00000. 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,
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
39
IN WITNESS WHEREOF, PENNSYLVANIA ELECTRIC COMPANY,
party of the first part, has caused this instrument to be signed
in its name and behalf by its President or a Vice President, and
its corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary, and UNITED STATES TRUST
COMPANY OF NEW YORK, party of the second part, has caused this
instrument to be signed in its name and behalf by a Senior Vice
President or a Vice President and its corporate seal to be
hereunto affixed and attested by a Vice President or an Assistant
Vice President, all as of the day and year first above written.
ATTEST: PENNSYLVANIA ELECTRIC COMPANY
______________________________ By:___________________________
(Assistant) Secretary (Vice) President
[CORPORATE SEAL]
ATTEST: UNITED STATES TRUST COMPANY OF
NEW YORK
______________________________ By:___________________________
(Assistant) Vice President (Senior) Vice President
[CORPORATE SEAL]
40
STATE OF NEW JERSEY :
: ss:
COUNTY OF XXXXXX :
On this ____ day of November, 1995, before me,
______________________, a Notary Public for the State and County
aforesaid, the undersigned officer, personally appeared
______________________, who acknowledged himself to be a (Vice)
President of Pennsylvania Electric Company, a corporation, and
that he as such (Vice) President, being authorized to do so,
executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as
(Vice) President.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
______________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK :
: ss:
COUNTY OF NEW YORK :
On this ____ day of November, 1995, before me,
_______________________, a Notary Public for the State and County
aforesaid, the undersigned officer, personally appeared
_______________________, who acknowledged herself to be a
(Senior) Vice President of United States Trust Company of New
York, a corporation, and that he as such (Senior) 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 (Senior) Vice President.
I am not a director or officer of said United States
Trust Company of New York.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
______________________________
Notary Public
[NOTARIAL SEAL]
41
CERTIFICATE OF RESIDENCE
United States Trust Company of New York, Mortgagee and
Trustee within named, hereby certifies that its precise residence
is 000 Xxxx 00xx Xxxxxx, 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
42
SCHEDULE A
XXXXXXXX COUNTY
All that certain lot or parcel of land situate in West
Xxxx Township, Xxxxxxxx County, Pennsylvania, as and to the
extent conveyed to Pennsylvania Electric Company by Deed dated
June 16, 1993, from Keson, Inc., a Pennsylvania corporation, and
recorded in the Xxxxxxxx County Recorder of Deeds Office on
June 23, 1993 in Record Book 195, page 204.
ERIE COUNTY
All that certain lot or parcel of land situate in the
First Xxxx of the City of Corry, Erie County, Pennsylvania, as
and to the extent conveyed to Pennsylvania Electric Company by
Deed dated March 9, 1994, from Xxxxxx X. Xxxx and Xxxxxx Xxxx,
husband and wife and Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx, husband
and wife, and recorded in the Erie County Recorder of Deeds
Office on March 9, 1994 in Book 0322, page 1903.
All that certain lot or parcel of land situate in the
Second Xxxx of the Borough of Union City, Erie County,
Pennsylvania, as and to the extent conveyed to Pennsylvania
Electric Company by Deed dated August 5, 1993, from Xxxxxx X.
Xxxxxx and Xxxxx Xxx Xxxxxx, husband and wife, and recorded in
the Erie County Recorder of Deeds Office on August 9, 1993 in
Book 0284, page 1742.
INDIANA COUNTY
All that certain lot or parcel of land situate in the
Township of White, Indiana County, Pennsylvania as and to the
extent conveyed to Pennsylvania Electric Company by Deed dated
April 26, 1994, from Xxxxx X. Xxxxxx, Executor of the Estate of
Xxxxx Xxxxx, deceased, and recorded in the Indiana Recorder of
Deeds Office on May 6, 1994 in Book 1042, page 811.
A-1
