Exhibit 4-C
MORTGAGE
FIFTY-THIRD SUPPLEMENTAL INDENTURE, dated as of the 1st day of October,
1999, made and entered into by and between JERSEY CENTRAL POWER & LIGHT COMPANY,
a corporation organized and existing under the laws of the State of New Jersey
(hereinafter called the "Company"), party of the first part, and UNITED STATES
TRUST COMPANY OF NEW YORK, a bank and trust company organized under the State of
New York bank law, with its principal corporate trust office at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as Successor Trustee under the Original
Indenture hereinafter mentioned (the Successor Trustee being hereinafter
sometimes called "Trustee"), party of the second part.
WHEREAS, the Company has heretofore executed and delivered to City Bank
Farmers Trust Company an Indenture dated as of March 1, 1946 (hereinafter called
the "Original Indenture"), to secure the principal of and the interest and
premium (if any) on all bonds at any time issued and outstanding thereunder, to
declare the terms and conditions upon which bonds are to be issued thereunder
and to subject to the lien thereof certain property therein described; and
WHEREAS, United States Trust Company of New York is now acting as
Successor Trustee under the Original Indenture and the indentures supplemental
thereto hereinafter enumerated; and
WHEREAS, the Original Indenture has heretofore been supplemented by a
First Supplemental Indenture dated as of December 1, 1948, a Second Supplemental
Indenture dated as of April 1, 1953, a Third Supplemental Indenture dated as of
June 1, 1954, a Fourth Supplemental Indenture dated as of May 1, 1955, a Fifth
Supplemental Indenture dated as of August 1, 1956, a Sixth Supplemental
Indenture dated as of July 1, 1957, a Seventh Supplemental Indenture dated as of
July 1, 1959, an Eighth Supplemental Indenture dated as of June 1, 1960, a Ninth
Supplemental Indenture dated as of November 1, 1962, a Tenth Supplemental
Indenture dated as of October 1, 1963, an Eleventh Supplemental Indenture dated
as of October 1, 1964, a Twelfth Supplemental Indenture dated as of November 1,
1965, a Thirteenth Supplemental Indenture dated as of August 1, 1966, a
Fourteenth Supplemental Indenture dated as of September 1, 1967, a Fifteenth
Supplemental Indenture dated as of October 1, 1968, a Sixteenth Supplemental
Indenture dated as of October 1, 1969, a Seventeenth Supplemental Indenture
dated as of June 1, 1970, an Eighteenth Supplemental Indenture dated as of
December 1, 1970, a Nineteenth Supplemental Indenture dated as of February 1,
1971, a Twentieth Supplemental Indenture dated as of November 1, 1971, a
Twenty-first Supplemental Indenture dated as of August 1, 1972, a Twenty-second
Supplemental Indenture dated as of August 1, 1973, a Twenty-third Supplemental
Indenture dated as of October 1, 1973, a Twenty-fourth Supplemental Indenture
dated as of December 1, 1973, a Twenty-fifth Supplemental Indenture dated as of
November 1, 1974, a Twenty-sixth Supplemental Indenture dated as of March 1,
1975, a Twenty-seventh
Supplemental Indenture dated as of July 1, 1975, a Twenty-eighth Supplemental
Indenture dated as of October 1, 1975, a Twenty-ninth Supplemental Indenture
dated as of February 1, 1976, a Supplemental Indenture No. 29A dated as of May
31, 1976, a Thirtieth Supplemental Indenture dated as of June 1, 1976, a
Thirty-first Supplemental Indenture dated as of May 1, 1977, a Thirty-second
Supplemental Indenture dated as of January 20, 1978, a Thirty-third Supplemental
Indenture dated as of January 1, 1979, a Thirty-fourth Supplemental Indenture
dated as of June 1, 1979, a Thirty-fifth Supplemental Indenture dated as of June
15, 1979, a Thirty-sixth Supplemental Indenture dated as of October 1, 1979, a
Thirty-seventh Supplemental Indenture dated as of September 1, 1984, a
Thirty-eighth Supplemental Indenture dated as of July 1, 1985, a Thirty-ninth
Supplemental Indenture dated as of April 1, 1988, a Fortieth Supplemental
Indenture dated as of June 14, 1988, a Forty-first Supplemental Indenture dated
as of April 1, 1989, a Forty-second Supplemental Indenture dated as of July 1,
1989, a Forty-third Supplemental Indenture dated as of March 1, 1991, a
Forty-fourth Supplemental Indenture dated as of March 1, 1992, a Forty-fifth
Supplemental Indenture dated as of October 1, 1992, a Forty-sixth Supplemental
Indenture dated as of April 1, 1993, a Forty-seventh Supplemental Indenture
dated as of April 10, 1993, a Forty-eighth Supplemental Indenture dated as of
April 15, 1993, a Forty-ninth Supplemental Indenture dated as of October 1,
1993, a Fiftieth Supplemental Indenture dated as of August 1, 1994, a
Fifty-first Supplemental Indenture dated as of August 15, 1996 and a
Fifty-second Supplemental Indenture dated as of July 1, 1999 (hereinafter
respectively called "First Supplemental Indenture," "Second Supplemental
Indenture," "Third Supplemental Indenture," "Fourth Supplemental Indenture,"
"Fifth Supplemental Indenture," "Sixth Supplemental Indenture," "Seventh
Supplemental Indenture," "Eighth Supplemental Indenture," "Ninth Supplemental
Indenture," "Tenth Supplemental Indenture," "Eleventh Supplemental Indenture,"
"Twelfth Supplemental Indenture," "Thirteenth Supplemental Indenture,"
"Fourteenth Supplemental Indenture," "Fifteenth Supplemental Indenture,"
"Sixteenth Supplemental Indenture," "Seventeenth Supplemental Indenture,"
"Eighteenth Supplemental Indenture," "Nineteenth Supplemental Indenture,"
"Twentieth Supplemental Indenture," "Twenty-first Supplemental Indenture,"
"Twenty-second Supplemental Indenture," "Twenty-third Supplemental Indenture,"
"Twenty-fourth Supplemental Indenture," "Twenty-fifth Supplemental Indenture,"
"Twenty-sixth Supplemental Indenture," "Twenty-seventh Supplemental Indenture,"
"Twenty-eighth Supplemental Indenture," "Twenty-ninth Supplemental Indenture,"
"Supplemental Indenture No. 29A," "Thirtieth Supplemental Indenture,"
"Thirty-first Supplemental Indenture," "Thirty-second Supplemental Indenture,"
"Thirty-third Supplemental Indenture," "Thirty-fourth Supplemental Indenture,"
"Thirty-fifth Supplemental Indenture," "Thirty-sixth Supplemental Indenture,"
"Thirty-seventh Supplemental Indenture," "Thirty-eighth Supplemental Indenture,"
"Thirty-ninth Supplemental Indenture," "Fortieth Supplemental Indenture,"
"Forty-first Supplemental Indenture," "Forty-second Supplemental Indenture,"
"Forty-third Supplemental Indenture," "Forty-fourth Supplemental Indenture,"
"Forty-fifth Supplemental Indenture," "Forty-sixth Supplemental Indenture,"
"Forty-seventh
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Supplemental Indenture," "Forty-eighth Supplemental Indenture," "Forty-ninth
Supplemental Indenture," "Fiftieth Supplemental Indenture," "Fifty-first
Supplemental Indenture," and "Fifty-second Supplemental Indenture," collectively
called "the Supplemental Indentures"), for the purposes therein expressed; and
WHEREAS, the Original Indenture has been recorded in the proper recording
offices of the following counties in the State of New Jersey and the
Commonwealth of Pennsylvania in Books of Mortgages at the pages respectively
stated as follows:
NEW JERSEY
Mortgage
County Book Page
--------- --------- -----
Xxxxxxxxxx 000 0 &x
Xxxxxx 0000 00 &x
Xxxxx X-000 155 &c
Hunterdon 439 284 &c
Xxxxxx 732 280 &c
Middlesex 871 101 &c
Monmouth 1365 1 &c
Xxxxxx Z-16 1 &c
Ocean 385 33 &c
Passaic X-00 0 &x
Xxxxxxxx 000 0 &x
Xxxxxx 394 148 &c
Union 1474 1 &c
Xxxxxx 279 191 &c
PENNSYLVANIA
Xxxxxxxxx 213 421 &c
Bucks 2133 151 &c
Xxxxxxx X00 1 &c
Indiana 200 371 &c
Xxxxxxxxxx 7537 1287 &c
Northampton 1159 1 &c
; and
WHEREAS, the Supplemental Indentures have been recorded in the proper
recording offices of the appropriate counties in the State of New Jersey and the
Commonwealth of Pennsylvania; and
WHEREAS, the Original Indenture, as the same may be amended or
supplemented from time to time by indentures supplemental thereto, is
hereinafter referred to as "the Indenture"; and
WHEREAS, the Company has entered into an Indenture dated as of July 1,
1999 (the "Senior Note Indenture") with United States Trust Company of New York,
as trustee (the "Senior Note
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Trustee"), providing for the issuance of notes thereunder (the "Senior Notes")
from time to time, and pursuant to the Senior Note Indenture the Company has
agreed to issue to the Senior Note Trustee, as security for the Senior Notes, a
new series of bonds under the Indenture at the time of authentication of each
series of Senior Notes issued prior to the Release Date (as defined in the
Senior Note Indenture); and
WHEREAS, for such purposes the Company desires to issue a new series of
bonds and by appropriate corporate action in conformity with the terms of the
Indenture has duly determined to create a separate series of bonds, which shall
be designated as "First Mortgage Bonds, Senior Note Series E" (hereinafter
sometimes referred to as the "Senior Note Series E Bonds"), which said Senior
Note Series E Bonds are to be substantially in the form set forth in Article II
hereof with the insertion of numbers, denominations, date or dates from which
interest shall accrue, maturities, interest rates (or method of determination
thereof), interest payment dates and other terms as determined in accordance
with the terms of the Indenture; and
WHEREAS, the Senior Note Series E Bonds shall be issued to the Senior Note
Trustee in connection with the issuance by the Company of its Senior Notes,
Series E (the "Series E Notes"); and
WHEREAS, all acts and things prescribed by law and by the certificate of
incorporation and by-laws of the Company necessary to make the Senior Note
Series E Bonds, when executed by the Company and authenticated by the Trustee,
as in the Indenture provided, valid, binding and legal obligations of the
Company, entitled in all respects to the security of the Indenture, have been
performed or will have been performed prior to execution of such Senior Note
Series E Bonds by the Company and authentication thereof by the Trustee; and
WHEREAS, the Original Indenture authorizes the Company and the Trustee to
enter into supplemental indentures for the purpose, among others, of conveying,
transferring and assigning to the Trustee, and subjecting to the lien thereof,
additional properties thereafter acquired by the Company; and
WHEREAS, the Company desires to subject specifically to the lien of the
Indenture certain property acquired by the Company since July 1, 1999; and
WHEREAS, by the provisions of Article XVII of the Original Indenture,
indentures supplemental to the Original Indenture may be executed and delivered
for the purpose of setting forth the terms, provisions and form of the Senior
Note Series E Bonds and supplementing the Original Indenture in a manner which
is not inconsistent with the provisions thereof and does not adversely affect
the interests nor modify the rights of outstanding bonds and for the other
purposes therein more fully set forth; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of
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the Original Indenture and pursuant to appropriate action of its Board of
Directors, has fully resolved and determined to make, execute and deliver to the
Trustee a Fifty-third Supplemental Indenture in the form hereof for the purposes
herein provided; and
WHEREAS, the Company represents that all conditions and requirements
necessary to make this Fifty-third Supplemental Indenture, in the form and upon
the terms hereof, a valid, binding and legal instrument, in accordance with its
terms, and for the purposes herein expressed, have been done, performed and
fulfilled, and the execution and delivery hereof, in the form and upon the terms
hereof, have been in all respects duly authorized.
NOW THEREFORE, THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE WITNESSETH: That
Jersey Central Power & Light Company, in consideration of the premises, and the
execution and delivery by the Trustee of this Fifty-third Supplemental Indenture
and for other good and valuable considerations, receipt of which is hereby
acknowledged, has granted, bargained, sold, aliened, enfeoffed, released,
conveyed, mortgaged, assigned, transferred, pledged, set over and confirmed, and
by these presents does grant, bargain, sell, alien, enfeoff, release, convey,
mortgage, assign, transfer, pledge, set over and confirm unto United States
Trust Company of New York, as Successor Trustee as aforesaid, and to its
successors in the trust created by the Original Indenture and to its and their
successors and assigns forever, all the following properties of the Company,
that is to say:
FIRST
All property additions, as defined in and by Section 1.03 of the Original
Indenture, acquired by the Company on or after July 1, 1999, and prior to
October 1, 1999, and now owned by the Company.
SECOND
Also all property of the character and nature specified in the "Second,"
"Third," "Fourth," "Fifth," and "Sixth" subdivisions of the granting clauses of
the Original Indenture.
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this Fifty-third
Supplemental Indenture and from the lien and operation of the Indenture, all
property which, prior to the date of this Fifty-third Supplemental Indenture,
shall have been released from the lien of, or disposed of by the Company in
accordance with the provisions of the Indenture; and all the tracts or parcels
of land and premises and all property of every kind and type excepted and
excluded from, and not heretofore or hereby expressly subjected to, the lien of
the Original Indenture by the terms thereof whether such property was owned by
the Company at the date thereof or has been acquired since that date.
SUBJECT, HOWEVER, except as otherwise expressly provided in this
Fifty-third Supplemental Indenture, to the exceptions, reservations and matters
recited in the Indenture, to the
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reservations, exceptions, limitations and restrictions contained in the several
deeds, grants, franchises and contracts or other instruments through which the
Company acquired or claims title to the aforesaid property; and subject also to
existing leases, to liens on easements or rights-of-way for transmission or
distribution line purposes, to taxes and assessments not in default, to
easements for alleys, streets, highways, rights-of-way and railroads that may
run across or encroach upon said lands, to joint pole and similar agreements, to
undetermined liens and charges, if any, incidental to the construction and other
permissible encumbrances, as defined in the Original Indenture, and subject also
to the provisions of Section 13.03 of the Original Indenture.
In trust, nevertheless, upon the terms and trusts set forth in the
Indenture.
AND THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE FURTHER WITNESSETH: That the
Company, for the considerations aforesaid, hereby covenants and agrees to and
with the Trustee and its successors in the trust under the Indenture, as
follows:
ARTICLE I.
CONCERNING THE TRUSTEE.
SECTION 1.01. The Trustee hereby accepts the properties hereby mortgaged
and conveyed to it upon the trusts hereinbefore referred to and agrees to
perform the same upon the terms and conditions set forth in the Indenture.
SECTION 1.02. The Trustee shall not be responsible in any manner for or
with respect to the validity or sufficiency of this Fifty-third Supplemental
Indenture, or the due execution hereof by the Company, or for or with respect to
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
ARTICLE II.
CREATION, DESCRIPTION AND FORM OF THE
SENIOR NOTE SERIES E BONDS
SECTION 2.01. The Company hereby creates a series of bonds to be issued
under and secured by the Indenture, to be designated and to be distinguished
from bonds of all other series by the title "First Mortgage Bonds, Senior Note
Series E."
SECTION 2.02. An aggregate principal amount of Two Hundred Million Dollars
($200,000,000) of Senior Note Series E Bonds, being authenticated and delivered
from time to time, may forthwith be executed by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered (either before
or after the filing or recording hereof) to or upon the order of the designated
officer or officers of the Company
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specifying, among other things, the principal amount of the Senior Note Series E
Bonds to be issued on the specified date of issuance, the numbers,
denominations, date or dates from which interest shall accrue, maturities,
interest rates (or method of determination thereof), interest payment dates and
other terms of such Senior Note Series E Bonds, upon receipt by the Trustee of
the cash, resolutions, certificates, opinions and documents required to be
delivered upon the issue of bonds from time to time as provided in the
Indenture.
SECTION 2.03. Each Senior Note Series E Bond shall be dated the date of
its authentication ("issue date") and shall bear interest from the issue date of
said bond or from the most recent interest payment date to which interest has
been paid or duly provided for with respect to the Senior Note Series E Bonds,
except that so long as there is no existing default in the payment of interest
on the Senior Note Series E Bonds, any Senior Note Series E Bond authenticated
by the Trustee between the record date (as hereinafter defined) for any interest
payment date for such bond and such interest payment date shall bear interest
from such interest payment date; provided, however, that if and to the extent
the Company shall default in payment of the interest due on such interest
payment date, then any such Senior Note Series E Bond shall bear interest from
the most recent interest payment date to which interest has been paid or duly
provided for with respect to the Senior Note Series E Bonds, or, if no interest
has been paid on the Senior Note Series E Bonds, then from its issue date. All
Senior Note Series E Bonds shall be payable on their respective maturity dates
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts, and shall
bear interest payable in like coin or currency, (i) at the interest rate
specified on such Senior Note Series E Bonds, or in accordance with the method
for determining such rate set forth therein, payable on the interest payment
dates specified pursuant to Section 2.02, and on the maturity date, according to
the terms of the Senior Note Series E Bonds or on prior redemption or by
declaration or otherwise, commencing with the interest payment date first
following the issue date of said bond; provided, however, if the issue date of a
Senior Note Series E Bond is between the record date for an interest payment
date and the interest payment date, interest payments on said bond will commence
on the second interest payment date following the issue date, and (ii) at the
highest rate of interest borne by any of the bonds outstanding under the
Indenture from such date of maturity until they shall be paid or payment thereof
shall have been duly provided for, and (to the extent that payment of such
interest is enforceable under applicable law) interest on any overdue
installment of interest shall be payable at the highest rate of interest borne
by any of the bonds outstanding under the Indenture. Principal of and interest
on the Senior Note Series E Bonds shall be payable at the office or agency of
the Company in the Borough of Manhattan, The City of New York.
The persons in whose names the Senior Note Series E Bonds
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are registered at the close of business on any record date (as hereinafter
defined) with respect to any interest payment date shall be entitled to receive
the interest payable on such interest payment date (except that in case of any
redemption of the Senior Note Series E Bonds as provided for herein on a date
subsequent to the record date and prior to such interest payment date, interest
on such redeemed bonds shall be payable only to the date fixed for redemption
thereof and only against surrender of such bonds for redemption in accordance
with the notice of such redemption) notwithstanding the cancellation of any
Senior Note Series E Bonds upon any registration of transfer or exchange
subsequent to the record date and prior to such interest payment date; provided,
however, that if, and to the extent, the Company shall default in the payment of
the interest due on any interest payment date, such defaulted interest shall be
paid to the persons in whose names outstanding Senior Note Series E Bonds are
registered on the day immediately preceding the date of payment of such
defaulted interest or, at the election of the Company, on a subsequent record
date established by notice given by mail by or on behalf of the Company to the
holders of Senior Note Series E Bonds not less than fifteen days preceding such
subsequent record date.
Unless otherwise specified in the written order of the Company delivered
pursuant to Section 4.07(a) of the Original Indenture with respect to any Senior
Note Series E Bonds, the term "record date" shall mean, with respect to any
regular interest payment date, the close of business on the 15th day of the
calendar month next preceding such interest payment date or, in the case of
defaulted interest, the close of business on any subsequent record date
established as provided above.
SECTION 2.04. Upon any payment of the principal of, premium, if any, and
interest on, all or any portion of the Series E Notes, whether at maturity or
prior to maturity by redemption or otherwise or upon provision for the payment
thereof having been made in accordance with Section 5.01(a) of the Senior Note
Indenture, Senior Note Series E Bonds in a principal amount equal to the
principal amount of such Series E Notes and having both a corresponding maturity
date and interest rate shall, to the extent of such payment of principal,
premium, if any, and interest, be deemed paid and the obligation of the Company
thereunder to make such payment shall be discharged to such extent and, in the
case of the payment of principal (and premium, if any), Senior Note Series E
Bonds in a principal amount equal to the related Series E Notes shall be
surrendered to the Company for cancellation as provided in Section 4.06 of the
Senior Note Indenture. The Trustee may at any time and all times conclusively
assume that the obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on the Senior Note Series E
Bonds, so far as such payments at the time have become due, has been fully
satisfied and discharged pursuant to the foregoing sentence unless and until the
Trustee shall have received a written notice from the Senior Note Trustee signed
by one of its officers stating
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(i) that timely payment of principal of, or premium or interest on, the Series E
Notes has not been so made, (ii) that the Company is in arrears as to the
payments required to be made by it to the Senior Note Trustee pursuant to the
Senior Note Indenture, and (iii) the amount of the arrearage.
SECTION 2.05. Each Senior Note Series E Bond is to be issued to and
registered in the name of United States Trust Company of New York, as the Senior
Note Trustee, or a successor trustee thereto, under the Senior Note Indenture to
secure any and all obligations of the Company under the Series E Notes and any
other series of Senior Notes from time to time outstanding under the Senior Note
Indenture.
SECTION 2.06. Except (i) as required to effect an assignment to a
successor Trustee under the Senior Note Indenture, (ii) pursuant to Section 4.03
or Section 4.06 of the Senior Note Indenture, or (iii) in compliance with a
final order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company, the Senior Note Series E
Bonds are not transferable. The Senior Note Series E Bonds shall be exchangeable
for other registered bonds of the same series and for the same aggregate
principal amount, in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such bonds at the office or agency of the
Company in the Borough of Manhattan, The City of New York. The Company covenants
and agrees that, notwithstanding Section 2.03 of the Original Indenture, it will
not charge any sum for or in connection with any exchange or transfer of any
Senior Note Series E Bond.
SECTION 2.07. (a) Senior Note Series E Bonds shall not be redeemed except
(i) as set forth in Section 2.08 hereof; and (ii) by the surrender thereof by
the Senior Note Trustee to the Trustee for cancellation at a redemption price of
zero upon redemption of all other series of bonds pursuant to Section 8.08 of
the Indenture.
(b) In the event the Company redeems any Series E Notes prior to
maturity in accordance with the provisions of the Senior Note Indenture, the
Senior Note Trustee shall on the same date deliver to the Company Senior Note
Series E Bonds in principal amounts corresponding to the Series E Notes so
redeemed, as provided in Section 4.06 of the Senior Note Indenture.
(c) Senior Note Series E Bonds are not redeemable by the operation
of the improvement fund pursuant to Section 5.22 and Section 9.06 of the
Indenture or otherwise or by operation of the maintenance and replacement
provisions of Section 5.07 and Section 9.06 of the Indenture or otherwise or
with the proceeds of released property pursuant to Section 9.06 of the Indenture
or otherwise.
SECTION 2.08. The Senior Note Series E Bonds shall be immediately
redeemed at a redemption price of 100% of the
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principal amount thereof, plus interest accrued to the redemption date, in
whole, upon a written demand for redemption by the Senior Note Trustee stating
that the principal of all Senior Notes then outstanding under the Senior Note
Indenture has been declared to be immediately due and payable pursuant to the
provisions of the first sentence of Section 8.01(a) thereof.
SECTION 2.09. For purposes of Section 4.07 of the Senior Note Indenture,
the Senior Note Series E Bonds shall be deemed to be the "Related Senior Note
First Mortgage Bonds" in respect of the Series E Notes.
SECTION 2.10. At any time a Series E Note shall cease to be entitled to
any lien, benefit or security under the Senior Note Indenture pursuant to
Section 5.01(b) thereof and the Company shall have provided the Senior Note
Trustee with notice thereof, the Senior Note Trustee shall surrender an equal
principal amount of the Related Senior Note First Mortgage Bonds, subject to the
limitations of Section 4.06 of the Senior Note Indenture, to the Company for
cancellation.
SECTION 2.11. As provided in Section 4.09 of the Senior Note Indenture,
from and after the Release Date, the obligations of the Company with respect to
the Senior Note Series E Bonds shall be deemed to be satisfied and discharged,
the Senior Note Series E Bonds shall cease to secure in any manner any Senior
Notes outstanding under the Senior Note Indenture, and, pursuant to Section 4.06
of the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver
the Senior Note Series E Bonds to the Company for cancellation.
SECTION 2.12. Unless otherwise specified in the written order of the
Company delivered pursuant to Section 4.07(a) of the Original Indenture with
respect to any Senior Note Series E Bonds, the form of the Senior Note Series E
Bonds and the Trustee's authentication certificate to be endorsed thereon shall
be substantially as follows, the maturity date or dates, denominations, interest
rates (or method of determination thereof), interest payment dates and other
terms thereof to be appropriately inserted as provided in Section 2.01 of the
Original Indenture.
[FORM OF SENIOR NOTE SERIES E BONDS]
JERSEY CENTRAL POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, SENIOR NOTE SERIES E
$-------------- No. -------
Issue Date Interest Rate Maturity Date
---------- ------------- -------------
Interest Payment Dates:
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XXXXXX XXXXXXX POWER & LIGHT COMPANY, a corporation organized and existing
under the laws of the State of New Jersey (hereinafter called the "Company"),
for value received, hereby promises to pay to United States Trust Company of New
York, as Trustee under the Company's Indenture dated as of October 1, 1999, or
registered assigns, --------------- Dollars on the Maturity Date specified
above, unless this Bond shall have been duly called for previous redemption in
whole or in part and payment of the redemption price shall have been duly made
or provided for, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay to the registered holder hereof interest
thereon, at said office or agency, in like coin or currency, from the Issue Date
specified above, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, until said principal sum has been paid or
provided for, at the Interest Rate per annum specified above, on the Interest
Payment Dates specified above and on the maturity date specified above;
provided, however, if the Issue Date is between the record date for an Interest
Payment Date and the Interest Payment Date, interest payments will commence on
the second Interest Payment Date following the Issue Date; and, to the extent
permitted by law, to pay interest on overdue interest at the highest rate of
interest borne by any of the bonds outstanding under the Mortgage hereinafter
mentioned.
This bond is one of an issue of bonds of the Company (hereinafter referred
to as the "bonds"), not limited in principal amount except as provided in the
Mortgage hereinafter mentioned, which may mature at different times, may bear
interest at different rates, and may otherwise vary as in the Mortgage
hereinafter mentioned provided, and is one of a series known as its First
Mortgage Bonds, Senior Note Series E (herein called the "Senior Note Series E
Bonds"), all bonds issued and to be issued under and equally and ratably secured
(except insofar as any sinking fund or analogous fund, established in accordance
with the provisions of the Mortgage hereinafter mentioned, may afford additional
security for the bonds of any particular series) by an Indenture, dated as of
March 1, 1946, executed by the Company to City Bank Farmers Trust Company,
Trustee (herein, together with any indentures supplemental thereto, including,
but not by way of limitation, the Fifty-third Supplemental Indenture, dated as
of October 1, 1999, called the "Mortgage"), under which United States Trust
Company of New York is Successor Trustee (herein called the "Trustee"), to which
Mortgage reference is made for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights and limitations of
rights of the holders of the bonds and of the Company in respect thereof, the
rights, duties and immunities of the Trustee, and the terms and conditions upon
which the bonds are, and are to be, issued and secured. The Senior Note Series E
Bonds are described in the Fifty-third Supplemental Indenture dated as of
October 1, 1999 between the Company and the Trustee (the "Fifty-third
Supplemental Indenture").
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Under an Indenture dated as of July 1, 1999 (hereinafter sometimes
referred to as the "Senior Note Indenture"), between the Company and United
Trust Company of New York, as trustee (hereinafter sometimes called the "Senior
Note Trustee"), the Company will issue, concurrently with the issuance of this
bond, an issue of notes under the Senior Note Indenture entitled Senior Notes,
Series E (the "Series E Notes"). Pursuant to Article IV of the Senior Note
Indenture, this bond is issued to the Senior Note Trustee to secure any and all
obligations of the Company under the Series E Notes and any other series of
senior notes from time to time outstanding under the Senior Note Indenture.
Payment of principal of, or premium, if any, or interest on, the Series E Notes
shall constitute payments on this bond as further provided herein and in the
Fifty-third Supplemental Indenture.
As provided in Section 4.09 of the Senior Note Indenture, from and after
the Release Date (as defined in the Senior Note Indenture), the obligations of
the Company with respect to this bond shall be deemed to be satisfied and
discharged, this bond shall cease to secure in any manner any senior notes
outstanding under the Senior Note Indenture, and, pursuant to Section 4.06 of
the Senior Note Indenture, the Senior Note Trustee shall forthwith deliver this
bond to the Company for cancellation.
Upon any payment of the principal of, premium, if any, and interest on,
all or any portion of the Series E Notes, whether at maturity or prior to
maturity by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Section 5.01(a) of the Senior Note
Indenture, Senior Note Series E Bonds in a principal amount equal to the
principal amount of such Series E Notes and having both a corresponding maturity
date and interest rate shall, to the extent of such payment of principal,
premium, if any, and interest, be deemed paid and the obligation of the Company
thereunder to make such payment shall be discharged to such extent and, in the
case of the payment of principal (and premium, if any), Senior Note Series E
Bonds in principal amount equal to the related Series E Notes shall be
surrendered to the Company for cancellation as provided in Section 4.06 of the
Senior Note Indenture. The Trustee may at anytime and all times conclusively
assume that the obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on the Senior Note Series E
Bonds, so far as such payments at the time have become due, has been fully
satisfied and discharged pursuant to the foregoing sentence unless and until the
Trustee shall have received a written notice from the Senior Note Trustee signed
by one of its officers stating (i) that timely payment of principal of, or
premium or interest on, the Series E Notes has not been made, (ii) that the
Company is in arrears as to the payments required to be made by it to the Senior
Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the
arrearage.
For purposes of Section 4.07 of the Senior Note Indenture, this bond shall
be deemed to be the "Related Senior Note First Mortgage Bonds" in respect of the
Series E Notes.
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The Mortgage contains provisions permitting the holders of not less than
seventy-five per centum (75%) in principal amount of all the bonds at the time
outstanding, determined and evidenced as provided in the Mortgage, or in case
the rights under the Mortgage of the holders of bonds of one or more, but less
than all, of the series of bonds outstanding shall be affected, the holders of
not less than seventy-five per centum (75%) in principal amount of the
outstanding bonds of such one or more series affected, except that if any such
action would affect the bonds of two or more series, the holders of not less
than seventy-five per centum (75%) in principal amount of outstanding bonds of
such two or more series, which need not include seventy-five per centum (75%) in
principal amount of outstanding bonds of each of such series, determined and
evidenced as provided in the Mortgage, on behalf of the holders of all the
bonds, to waive any past default under the Mortgage and its consequences except
a completed default, as defined in the Mortgage, in respect of the payment of
the principal of or interest on any bond or except a default arising from the
creation of any lien ranking prior to or equal with the lien of the Mortgage on
any of the mortgaged property, subject to the condition that, in case the rights
of the holders of less than all of the series of bonds outstanding shall be
affected, no waiver of any past default or its consequences shall be effective
unless approved by the holders of not less than a majority of all the bonds at
the time outstanding. The Mortgage also contains provisions permitting the
Company and the Trustee, with the consent of the holders of not less than
seventy-five per centum (75%) in principal amount of all the bonds at the time
outstanding, determined and evidenced as provided in the Mortgage, or in case
the rights under the Mortgage of the holders of bonds of one or more, but less
than all, of the series of bonds outstanding shall be affected, then with the
consent of the holders of not less than seventy-five per centum (75%) in
principal amount of the outstanding bonds of such one or more series affected,
except that if any such action would affect the bonds of two or more series, the
holders of not less than seventy-five per centum (75%) in principal amount of
outstanding bonds of such two or more series, which need not include
seventy-five per centum (75%) in principal amount of outstanding bonds of each
of such series, determined and evidenced as provided in the Mortgage, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Mortgage or modifying in any manner the
rights of the holders of the bonds and coupons thereunto appertaining; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any bonds, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof, or, subject to the provisions
of the Mortgage, limit the right of a bondholder to institute suit for the
enforcement of payment of principal or interest in accordance with the terms of
the bonds, without the consent of the holder of each bond so affected, or (ii)
reduce the aforesaid percentage of bonds, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all bonds then outstanding, or (iii) permit the creation of any lien ranking
prior to or equal with the lien of the Mortgage on any of
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the mortgaged property without the consent of the holders of all bonds then
outstanding, or (iv) deprive the holder of any outstanding bond of the lien of
the Mortgage on any of the mortgaged property. Any such waiver or consent by the
holder of this bond (unless effectively revoked as provided in the Mortgage)
shall be conclusive and binding upon such holder and upon all future holders of
this bond, irrespective of whether or not any notation of such waiver or consent
is made upon this bond.
No reference herein to the Mortgage and no provision of this bond or of
the Mortgage shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this bond at
the time and place and at the rate and in the coin or currency herein
prescribed.
The Senior Note Series E Bonds are issuable only in fully registered form
and in denominations of $1,000 or any higher integral multiple of $1,000.
Senior Note Series E Bonds shall not be redeemed except as set forth below
and except by the surrender thereof by the Senior Note Trustee to the Trustee
for cancellation at a redemption price of zero upon redemption of all other
series of bonds pursuant to Section 8.08 of the Mortgage. In the event the
Company redeems any Series E Notes prior to maturity in accordance with the
provisions of the Senior Note Indenture, the Senior Note Trustee shall on the
same date deliver to the Company Senior Note Series E Bonds in principal amounts
corresponding to the Series E Notes so redeemed, as provided in Section 4.06 of
the Senior Note Indenture. Senior Note Series E Bonds are not redeemable by the
operation of the improvement fund pursuant to Section 5.22 and Section 9.06 of
the Indenture or otherwise or by operation of the maintenance and replacement
provisions of Section 5.07 and Section 9.06 of the Indenture or otherwise or
with the proceeds of released property pursuant to Section 9.06 of the Indenture
or otherwise.
The Senior Note Series E Bonds shall be immediately redeemed at a
redemption price of 100% of the principal amount thereof, plus interest accrued
to the redemption date, in whole, upon a written demand for redemption by the
Senior Note Trustee stating that the principal of all Senior Notes then
outstanding under the Senior Note Indenture have been declared to be immediately
due and payable pursuant to the provisions of the first sentence of Section
8.01(a) thereof.
The Mortgage provides that if the Company shall deposit with the Trustee
in trust for the purpose funds sufficient to pay the principal of all of the
bonds of any series, or such of the bonds of any series as have been or are to
be called for redemption, and premium, if any, thereon, and all interest payable
on such bonds to the date on which they become due and payable, at maturity or
upon redemption or otherwise, and complies with the other provisions of the
Mortgage in respect thereof, then from the date of such deposit such bonds shall
no longer be secured by the lien of the Mortgage.
-14-
The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Mortgage, upon the occurrence of a completed default as in
the Mortgage provided.
This bond is not transferable except (i) as required to effect an
assignment to a successor Trustee under the Senior Note Indenture, (ii) pursuant
to Section 4.03 or Section 4.06 of the Senior Note Indenture, or (iii) in
compliance with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company. This bond shall
be exchangeable for other registered bonds of the same series and for the same
aggregate principal amount, in the manner and upon the conditions prescribed in
the Mortgage, upon the surrender of such bonds at the office or agency of the
Company in the Borough of Manhattan, the City of New York. However,
notwithstanding the provisions of Section 2.03 of the Mortgage, no charge shall
be made upon any registration of transfer or exchange of bonds of said series.
The Company and the Trustee, any paying agent and any bond registrar may deem
and treat the person in whose name this bond is registered as the absolute owner
hereof, whether or not this bond shall be overdue, for the purpose of receiving
payment and for all other purposes and neither the Company nor the Trustee nor
any paying agent nor any bond registrar shall be affected by any notice to the
contrary.
No recourse under or upon any obligation, covenant or agreement contained
in the Mortgage, or in any bond or coupon thereby secured, or because of any
indebtedness thereby secured, shall be had against any incorporator, or against
any past, present or future stockholder, officer or director, as such, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation under any rule of law, statute or constitution, or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise; it being expressly agreed and understood that the Mortgage, and the
obligations thereby secured, are solely corporate obligations, and that no
personal liability whatever shall attach to, or be incurred by, such
incorporators, stockholders, officers or directors, as such, of the Company or
of any successor corporation, or any of them because of the incurring of the
indebtedness thereby authorized or under or by reason of any of the obligations,
covenants or agreements contained in the Mortgage or in any of the bonds or
coupons thereby secured, or implied therefrom.
This bond shall not become valid or obligatory for any purpose until
UNITED STATES TRUST COMPANY OF NEW YORK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the certificate of authentication
endorsed hereon.
IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY has caused this
bond to be signed in its name by the manual or facsimile signature of its
President or one of its Vice Presidents and its corporate seal, or a facsimile
thereof, to be
-15-
affixed hereto and attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries.
Dated:
JERSEY CENTRAL POWER & LIGHT COMPANY
By: /s/ X. X. Xxxxxx
----------------------------------
X. X. Xxxxxx
Vice President and Treasurer
Attest:
-------------------------
Assistant Secretary
-16-
[FORM OF TRUSTEE'S CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds of the series herein designated, provided
for in the within-mentioned Mortgage.
UNITED STATES TRUST COMPANY OF NEW YORK
By: ------------------------------------
Authorized Officer
[END OF FORM OF SENIOR NOTE SERIES E BOND]
ARTICLE III.
MISCELLANEOUS
SECTION 3.01. For all purposes hereof, except as the context may otherwise
require, (a) all terms contained herein shall have the meanings given such terms
in, and (b) all references herein to sections of the Original Indenture shall be
deemed to be to such sections of, the Original Indenture as the same heretofore
has been or hereafter may be amended by an indenture or indentures supplemental
thereto.
SECTION 3.02. As amended and supplemented by the aforesaid indentures
supplemental thereto and by this Fifty-third Supplemental Indenture, the
Original Indenture is in all respects ratified and confirmed and the Original
Indenture and the aforesaid indentures supplemental thereto and this Fifty-third
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
SECTION 3.03. This Fifty-third Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY, party of the
first part, has caused this instrument to be signed in its name and behalf by
its President or a Vice President, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary and United States Trust
Company of New York, as Successor Trustee as aforesaid, the party of the second
part, in token of its acceptance of the trust hereby created, has caused this
instrument to be signed in its name and behalf by an Authorized Officer and its
corporate seal to be hereunto affixed
-17-
and attested by an Authorized Officer, all as of the day and year first above
written.
JERSEY CENTRAL POWER & LIGHT COMPANY
By:------------------------------------
(Vice) President
ATTEST:
------------------------------------
(Assistant) Secretary
Signed, sealed and delivered by
JERSEY CENTRAL POWER & LIGHT COMPANY
in the presence of:
------------------------------------
------------------------------------
UNITED STATES TRUST COMPANY
OF NEW YORK
As Successor Trustee as aforesaid
By:------------------------------------
Vice President
ATTEST:
Assistant Secretary
------------------------------------
Signed, sealed and delivered by
UNITED STATES TRUST COMPANY
OF NEW YORK in the presence of:
------------------------------------
------------------------------------
-00-
XXXXX XX XXX XXXXXX )
ss.:
COUNTY OF XXXXXX )
BE IT REMEMBERED that on this ----------- day of ------, 1999 before me,
the subscriber, a notary public in and for said County and State, personally
appeared ,----------------an (Assistant) Secretary of JERSEY CENTRAL POWER &
LIGHT COMPANY, the corporation named in and which executed the foregoing
instrument, who, being by me duly sworn according to law, does depose and say
and make proof to my satisfaction that he resides at ------------------------- ;
that she is an (Assistant) Secretary of JERSEY CENTRAL POWER & LIGHT COMPANY;
that the seal affixed to said instrument is the corporate seal of said
corporation, the same being well known to him; that it was so affixed by the
order of the Board of Directors of said corporation; that ------------------- is
a Vice President of said corporation; that he saw said ----------------------as
such Vice President sign such instrument, and affix said seal thereto and
deliver said instrument and heard him declare that he signed, sealed and
delivered said instrument as the voluntary act and deed of said corporation by
its order and by order of its Board of Directors, for the uses and purposes
therein expressed; and that the said------------------ signed her name thereto
at the same time as subscribing witness, and that Jersey Central Power & Light
Company, the mortgagor, has received a true copy of said instrument.
------------------------------------
(Assistant) Secretary
Subscribed and sworn to
before me the day and
year aforesaid
[NOTARIAL SEAL]
-00-
XXXXX XX XXX XXXX )
ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this --------------- day of -----------, 1999
before me, the subscriber, a notary public in and for said County and State,
personally appeared ------------------, an Assistant Secretary of UNITED STATES
TRUST COMPANY OF NEW YORK, the corporation named in and which executed the
foregoing instrument, who, being by me duly sworn according to law, does depose
and say and make proof to my satisfaction that he resides at
---------------------------; that he is an Assistant Secretary of UNITED STATES
TRUST COMPANY OF NEW YORK; that the seal affixed to said instrument is the
corporate seal of said corporation, the same being well known to him; that it
was so affixed by him pursuant to authority granted by the Board of Directors of
said corporation; that ----------------- is a Vice President of said
corporation; that he saw said ----------------- as such Vice President sign and
deliver said instrument and heard him declare that he signed and delivered said
instrument as the voluntary act and deed of said corporation pursuant to
authority granted by its Board of Directors, for the uses and purposes therein
expressed; and that the said --------------- signed his name thereto at the same
time as subscribing witness.
Assistant Secretary
------------------------------------
Subscribed and sworn to
before me the day and
year aforesaid
------------------------------------
[NOTARIAL SEAL]
-00-
XXXXX XX XXX XXXXXX )
ss.:
COUNTY OF XXXXXX )
On this ----------- day of ----------, 1999, before me came X.X. Xxxxxx, to
me known, who, being by me duly sworn, did say that he resides at
------------------------------; that he is a (Vice) President of JERSEY CENTRAL
POWER & LIGHT COMPANY, one of the corporations described in and which executed
the above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that said seal was so affixed
by order of the Board of Directors of said corporation; and that he signed his
name to said instrument by like order.
------------------------------------
Subscribed and sworn to
before me the day and
year aforesaid
[NOTARIAL SEAL]
-00-
XXXXX XX XXX XXXX )
ss.:
COUNTY OF NEW YORK )
On this ------------ day of -----------, 1999, before me came
------------------------, to me known, who, being by me duly sworn, did say that
he resides at -----------------------------; that he is a Vice President of
UNITED STATES TRUST COMPANY OF NEW YORK, one of the corporations described in
and which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that said seal was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name to said instrument by like authority.
Subscribed and sworn to
before me the day and
year aforesaid
------------------------------------
[NOTARIAL SEAL]
-00-
XXXXXXXXXXX XX XXXXXXXXX
------------------------
Xxxxxx Xxxxxx Trust Company of New York, Successor 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
-23-
-----------------------------------
Executed in 50 Counterparts of which
this is Counterpart No. ------
-----------------------------------
-------------------------------------------------------
MORTGAGE
JERSEY CENTRAL POWER & LIGHT COMPANY
to
UNITED STATES TRUST COMPANY OF NEW YORK,
Successor Trustee
---------------------
FIFTY-THIRD SUPPLEMENTAL INDENTURE
FIRST MORTGAGE BONDS,
DESIGNATED SENIOR NOTE SERIES E BONDS
---------------------
Dated as of October 1, 1999
--------------------------------------------------------
This instrument prepared by:
-----------------------
Xxxx X. Xxxxx, Esq.
TABLE OF CONTENTS
PARTIES........................................................... 1
RECITALS.......................................................... 1
GRANT............................................................. 5
EXCEPTED PROPERTY................................................. 5
GENERAL SUBJECT CLAUSES........................................... 6
ARTICLE I.
CONCERNING THE TRUSTEE
SECTION 1.01 Acceptance by Trustee of Property
in Trust........................................ 6
SECTION 1.02 Recitals by Company............................. 6
ARTICLE II.
CREATION, DESCRIPTION AND FORM OF THE SENIOR NOTE SERIES E BONDS
SECTION 2.01 Creation of Senior Note Series E
Bonds........................................... 6
SECTION 2.02 $200,000,000 of Senior Note Series E
Bonds issuable.................................. 6
SECTION 2.03 Dating, maturity and payment of
principal and interest of Senior
Note Series E Bonds............................. 7
SECTION 2.04 Payment on Series E Notes
sufficient...................................... 8
SECTION 2.05 Registered in name of Senior Note
Trustee......................................... 9
SECTION 2.06 Senior Note Series E Bonds not
transferable.................................... 9
SECTION 2.07 Redemption provisions........................... 9
SECTION 2.08 Redemption on demand of Senior
Note Trustee.................................... 9
SECTION 2.09 Senior Note Series E Bonds as
"Related Senior Note First
Mortgage Bonds"................................. 10
SECTION 2.10 Surrender of Senior Note Series E
Bonds........................................... 10
-i-
SECTION 2.11 Discharge from and after Release
Date............................................ 10
SECTION 2.12 Form of Senior Note Series E Bonds.............. 10
ARTICLE III.
MISCELLANEOUS
SECTION 3.01 Meaning of Certain Terms........................ 17
SECTION 3.02 Original Indenture and
Supplemental Indentures Ratified
and Confirmed................................... 17
SECTION 3.03 Execution in Counterparts....................... 17
TESTIMONIUM ................................................ 17
SIGNATURES AND SEALS.............................................. 18
ACKNOWLEDGMENTS ................................................ 19
CERTIFICATE OF RESIDENCE.......................................... 23
-ii-
