0001407703-09-000023 Sample Contracts

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE Among THE BANK OF NEW YORK MELLON, as Resigning Trustee THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Successor Trustee And PENNSYLVANIA ELECTRIC COMPANY Dated as of October 1, 2009
Agreement of Resignation, Appointment and Acceptance • October 6th, 2009 • Pennsylvania Electric Co • Electric services • New York

This AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of October 1, 2009, among The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York (the “Resigning Trustee”), The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”) and Pennsylvania Electric Company, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”).

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SUPPLEMENTAL INDENTURE NO. 2 Dated as of October 1, 2009 PENNSYLVANIA ELECTRIC COMPANY With THE BANK OF NEW YORK MELLON, as Successor Trustee
Indenture • October 6th, 2009 • Pennsylvania Electric Co • Electric services

THIS SUPPLEMENTAL INDENTURE NO. 2 (the "Supplemental Indenture") dated as of October 1, 2009, between PENNSYLVANIA ELECTRIC COMPANY, a corporation organized and validly existing under the laws of the Commonwealth of Pennsylvania (the "Company") and THE BANK OF NEW YORK MELLON, a banking corporation organized and validly existing under the laws of the State of New York ("BNY Mellon").

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