SEC FILE NO. 70-7926
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
In The Matter of )
)
General Public Utilities Corporation ) Certificate Pursuant
Jersey Central Power & Light Company ) to Rule 24 of Partial
Metropolitan Edison Company ) Completion of
Pennsylvania Electric Company ) Transactions
File No. 70-7926 )
(Public Utility Holding )
Company Act of 1935) )
----------------------------------------
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, General Public Utilities Corporation
("GPU"), Jersey Central Power & Light Company ("JCP&L"),
Metropolitan Edison Company ("Met-Ed") and Pennsylvania Electric
Company ("Penelec"), collectively referred to as the "Companies",
do hereby certify pursuant to Rule 24 of the General Rules and
Regulations under the Public Utility Holding Company Act of 1935
(the "Act"), that certain of the transactions proposed in the
Declaration, as amended, filed in the SEC File No. 70-7926, have
been carried out in accordance with the terms and conditions of,
and for the purposes requested in, said Declaration and pursuant
to the Commission's Order, dated March 18, 1992, and Supplemental
Order, dated October 26, 1994, with respect to said Declaration,
as follows:
1. On November 7, 1994, the Companies entered into a
First Amendment, dated as of November 1, 1994, to their Credit
Agreement, dated as of March 19, 1992 (the Credit Agreement as
amended by the First Amendment is referred to as the "Amended
1<PAGE>
Credit Agreement"), with a group of commercial banks (the
"Banks") for which Chemical Bank and Citibank, N.A. are Co-Agents
and Chemical Bank is Administrative Agent. The Amended Credit
Agreement provides, among other things, for borrowings by the
Companies from time to time thereunder through November 1, 1999
pursuant to their respective unsecured promissory notes issued to
the Banks in amounts not to exceed an aggregate of $250,000,000
outstanding at any one time, provided that a further Commission
Order is required for GPU to have outstanding borrowings in
excess of $200 million and for any Company to make a borrowing
after December 31, 1997 under the Amended Credit Agreement.
2. The annual interest rate on borrowings made by the
Companies under the Amended Credit Agreement is, as each Company
may determine, either (a) the Alternate Base Rate, as in effect
from time to time, (b) the CD Rate, as in effect from time to
time, plus an amount ranging from .375% to .625% depending upon
the senior secured non-credit enhanced long-term debt rating
issued by Standard & Poor's Corporation, Duff & Phelps and
Moody's Investor Services ("Debt Rating") for such Company and,
in the case of GPU, the Debt Rating of JCP&L, (c) the Eurodollar
Rate, as in effect from time to time, plus an amount ranging from
.25% to .50% depending upon the Debt Rating of such Company and,
in the case of GPU, the Debt Rating of JCP&L, or (d) a bid rate
offered by the Banks following a request for competitive bids by
the Companies for loans with requested maturities of up to six
months in such principal amounts as requested, subject to the
$250 million limitation of the Amended Credit Agreement. No Bank
2<PAGE>
is required to bid for any such loan and the Companies are not
obligated to accept any bids received.
3. At November 7, 1994, the Companies had no
borrowings outstanding under the Amended Credit Agreement.
4. The following exhibits are filed herewith in Item
6:
A-1(a) - Forms of Notes issued under the
Amended Credit Agreement -
incorporated by reference to
Exhibit B-1(a).
B-1(a) - First Amendment to the Credit
Agreement, dated November 1, 1994.
3<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
By:
T.G. Howson
Vice President and Treasurer
Date: November 16, 1994<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
B-1(a) - First Amendment to the Credit
Agreement, dated November 1, 1994.<PAGE>
Exhibit B-1(a)
[EXECUTION COPY]
FIRST AMENDMENT TO THE
CREDIT AGREEMENT
Dated as of November 1, 1994
This FIRST AMENDMENT (the "Amendment") is made by and among
GENERAL PUBLIC UTILITIES CORPORATION, a Pennsylvania corporation
("GPU"), JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey
corporation ("JC"), METROPOLITAN EDISON COMPANY, a Pennsylvania
corporation ("ME"), and PENNSYLVANIA ELECTRIC COMPANY, a
Pennsylvania corporation ("PE") (GPU, JC, ME and PE each being
individually a Borrower and being, collectively, the
"Borrowers"), the banks listed on the signature pages of this
Amendment, the ("Banks"), CHEMICAL BANK and CITIBANK, N.A., as
co-agents for the Banks (the "Co-Agents:), and CHEMICAL BANK, as
administrative agent for the Banks (the "Administrative Agent").
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Co-Agents, the Banks and the
Administrative Agent have entered into a Credit Agreement, dated
as of March 19, 1992 (the "Credit Agreement"). Capitalized terms
used but not defined herein shall have the meanings assigned such
terms in the Credit Agreement.
(2) The Borrowers have requested that the Banks (i) extend
the Termination Date from April 1, 1995 to November 1, 1999, (ii)
increase the amount of the Commitments from $150,000,000 to
$250,000,000 and (iii) make certain other modifications to the
terms of the Credit Agreement.
(3) The Banks, on the terms and conditions hereinafter set
forth, are willing to grant the request of the Borrowers.
NOW, THEREFORE, in consideration of the premises and in
order to induce the Banks to amend the Credit Agreement pursuant
to the terms below, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2
hereof, hereby amended as follows:
(a) The defined term "Applicable Margin" contained in
Section 1.01 is amended in full to read as follows:
1<PAGE>
"Applicable Margin" means, on any date, for a
Eurodollar Rate Advance or a CD Rate Advance, the basis
points per annum set forth, in the columns identified as
Level 1, Level 2, Level 3, Level 4 or Level 5 below,
opposite the rate applicable to such Advance.
Level 1 Level 2 Level 3 Level 4 Level 5
S&P A- or better BBB+ BBB BBB- BB+ or below*
Moody's A3 or better Baa1 Baa2 Baa3 Ba1 or below*
D&P A- or better BBB+ BBB BBB- BB+ or below*
Eurodollar
Rate 25.00 30.00 32.50 37.50 50.00
CD Rate 37.50 42.50 45.00 50.00 62.50
The Applicable Margin for a Borrower will be
based upon the lower of such Borrower's two
highest Senior Secured Debt Ratings at the
time of determination. Inasmuch as GPU has
no rated debt securities, the Applicable
Margin on any date of determination for JC
will also apply to GPU.
Any change in the Applicable Margin shall be
effective as of the Borrowing date following
the date on which the applicable rating
agency announces the applicable change in
ratings.
* or unrated
(b) The following new definitions are added to Section
1.01:
"EI" means Energy Initiatives, Inc., a Delaware
corporation, a wholly-owned subsidiary of GPU.
"EI Power" means EI Power, Inc., a Delaware
corporation, a wholly-owned subsidiary of GPU.
(c) The definition "Facility Fee" contained in Section 1.01
is amended in full to read as follows:
"Facility Fee" means a fee which shall be payable
on the full amount of the Facility, irrespective of
usage, quarterly in arrears, on a 365/366-day basis, to
each of the Banks pro rata on the amount of their
respective Commitments. As described below, the
Facility Fee will be based upon the Senior Secured Debt
Ratings as set forth in the columns identified as Level
1, Level 2, Level 3, Level 4 or Level 5.
2<PAGE>
Level 1 Level 2 Level 3 Level 4 Level 5
S&P A- or better BBB+ BBB BBB- BB+ or below*
Moody's A3 or better Baa1 Baa2 Baa3 Ba1 or below*
D&P A- or better BBB+ BBB BBB- BB+ or below*
(Basis Points Per Annum)
12.50 17.50 20.00 25.00 37.50
Solely for purposes of determining the
amount of the Facility Fee, the Senior
Secured Debt Rating of each Subsidiary
Borrower shall be deemed to be that
corresponding to the lower of such
Subsidiary Borrower's two highest Senior
Secured Debt Ratings at the time of
determination. The Facility Fee shall be
based on the Level corresponding to the
lowest Senior Secured Debt Rating of the
Subsidiary Borrowers. Any change in the
Facility Fee shall be effective as of the
date on which the applicable rating agency
announces the applicable change in
ratings.
* or unrated
(d) The defined term "Termination Date" contained in Section
1.01 is amended in full to read as follows:
"Termination Date" means the earlier to occur of
(i) November 1, 1999 and (ii) the date of termination in
whole of the Commitments pursuant to Section 2.06 or 6.02.
(e) The Commitment amounts set forth opposite each Bank's
name on the signature pages to the Credit Agreement are hereby
deleted and the Commitment amounts set forth opposite each Bank's
name on the signature pages hereof are substituted therefor,
respectively. The defined term "Commitment" contained in Section
2.01(a) of the Credit Agreement shall mean and be a reference to
the Commitment amount of each Bank set forth on the signature
pages hereof, as each such amount may be reduced pursuant to
Section 2.06 or 6.02 of the Credit Agreement.
(f) Section 2.05(b) is amended by deleting the phrase
"entered into separately herefrom and dated the date hereof" in
its entirety and substituting the new phrase "entered into
separately herefrom and dated November 1, 1994".
(g) Section 3.02(a) is amended by adding the following new
paragraphs (iii) and (iv) at the end thereof:
3<PAGE>
"(iii) With respect to (A) any Borrowing made after
December 31, 1997 and (B) any Borrowing by GPU that, after
giving effect thereto, would result in the aggregate
outstanding principal amount of all Advances made to GPU
hereunder to exceed $200,000,000, the Borrower has duly
obtained an appropriate order (a copy of which has been
delivered to the Co-Agents) of the SEC under the Utility Act
to permit such Borrowing, which order is in full force and
effect, is sufficient for its purpose and is not subject to
any pending or, to the knowledge of the Borrowers,
threatened appeal or other proceeding seeking
reconsideration or review thereof;
(iv) After giving effect to such Borrowing and the
application of the proceeds therefrom, such Borrower is in
compliance with the applicable limitations (if any) on the
amount of indebtedness that may be incurred by such Borrower
contained in its charter; and"
(h) Section 4.01(b)(ii) is amended by deleting the phrase
"law or any contractual restriction" in its entirety and
substituting therefor the new phrase "law or any material
contractual restriction".
(i) Sections 4.01(c) and 4.01(d) are amended by adding the
following proviso immediately preceding the period at the end of
each of such sections:
"; provided, however, that the Borrowers are required to
obtain an additional order of the SEC under the Utility Act
in order to obtain any Borrowing after December 31, 1997,
and GPU is required to obtain an additional order of the SEC
under the Utility Act in order for GPU to obtain Borrowings
hereunder in excess of $200,000,000 in the aggregate at any
one time outstanding"
(j) Section 4.01(c) is further amended by deleting the
phrase "is in full force and effect and is sufficient for its
purpose" in its entirety and substituting therefor the following
new phrase:
"is in full force and effect, is sufficient for its purpose
and is not subject to any pending or, to the knowledge of
the Borrowers, threatened appeal or other proceeding seeking
reconsideration or review thereof"
(k) Section 4.01(e) is amended (i) by deleting the date
"September 30, 1991" in each place in which it appears therein
and substituting therefor in each case the date "June 30, 1994"
and (ii) by deleting the phrase "nine-month period then ended" in
its entirety and substituting therefor the new phrase "six-month
period then ended".
(l) Section 4.01(h) is amended in full to read as follows:
4<PAGE>
(h) Such Borrower is not in default, and no
condition exists which with notice or lapse of time or
both would constitute a default, under any agreement to
which such Borrower is a party evidencing Debt with a
principal amount equal to or in excess of $20,000,000.
(m) Section 4.01(m) is amended in full to read as follows:
(m) Neither any Borrower nor any of such Borrower's
ERISA Affiliates has incurred or reasonably expects to
incur any material withdrawal liability under ERISA to
any Multiemployer Plan.
(n) Section 4.01(n) is amended in full to read as follows:
(n) Except as disclosed in such Borrower's Annual
Report on Form 10-K for the fiscal year ended December
31, 1993 or such Borrower's Quarterly Reports on Form
10-Q for the fiscal quarters ended March 31, 1994 and
June 30, 1994, copies of which have been delivered to
the Co-Agents, there is no pending or, to such
Borrower's knowledge, threatened action or proceeding
affecting such Borrower or any of its Subsidiaries
before any court, governmental agency or arbitrator,
which, in the case of GPU, could reasonably be expected
to materially adversely affect the financial condition
or operations of GPU or of GPU and its Subsidiaries,
taken as a whole, or, in the case of a Subsidiary
Borrower, could reasonably be expected to materially
adversely affect the financial condition or operations
of such Borrower or such Borrower and its Subsidiaries,
taken as a whole.
(o) Section 5.01(c) is amended in full to read as follows:
(c) Preservation of Corporate Existence, Etc.
Preserve and maintain its corporate existence in the
jurisdiction of its incorporation, and qualify and
remain qualified as a foreign corporation in good
standing in each jurisdiction in which such
qualification is necessary or desirable in view of its
business and operations or the ownership of its
properties, except where the failure to be so qualified
would not materially adversely affect its financial
condition, operations, properties or business, and
preserve its material rights, franchises and privileges
to conduct its business substantially as conducted on
the date hereof.
(p) Section 5.01(e) is amended in full to read as follows:
(e) Maintenance of Insurance. Maintain insurance in
effect at all times in such amounts as are available to
such Borrower and covering such risks as is usually
carried by companies of a similar size, engaged in
5<PAGE>
similar businesses and owning similar properties
(including, without limitation, the operation and
ownership of nuclear generating facilities) in the same
general geographical area in which such Borrower
operates, either with responsible and reputable
insurance companies or associations, or, in whole or in
part, by establishing reserves of one or more insurance
funds, either alone or with other corporations or
associations.
(q) Section 5.02(a) is amended by deleting the phrase "or
assign any right to receive income, services or property" in its
entirety and substituting therefor the new phrase "or assign any
right to receive income".
(r) Section 5.02(a)(v) is amended in full to read as
follows:
(v) arising out of pledges or deposits (A) under
workmen's compensation laws, unemployment insurance, or
other social security, or similar legislation, or (B) to
secure the performance of bids, tenders, contracts
(other than contracts for the payment of money), leases,
surety or similar bonds or other similar obligations, in
each case under this clause (B) made in the ordinary
course of business in an amount not to exceed
$12,000,000 in the aggregate for all Borrowers at any
one time outstanding.
(s) Section 5.02(a)(viii) is deleted in its entirety and
replaced with the following:
(viii) attachment, judgment and other similar Liens
arising in connection with court proceedings, provided
that the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are
being actively contested in good faith by proper
proceedings or the payment of which is covered in full
(subject to customary deductible amounts) by insurance
maintained with responsible and reputable insurance
companies or associations and such applicable insurance
company or association has acknowledged its liability
therefor in writing;
(ix) easements, restrictions and other similar
encumbrances arising in the ordinary course of business,
which in the aggregate do not materially adversely
affect such Borrower's use of its properties; or
(x) in addition to the foregoing, securing amounts
not to exceed in the aggregate $75,000,000 for each
Borrower at any one time outstanding.
(t) Section 5.02(b)(xi) is amended in full to read as
follows:
6<PAGE>
(xi) any other unsecured Debt not to exceed, in the
case of GPU, the aggregate amount of $125,000,000 at any
one time outstanding and, in the case of each of JC, PE
and ME, the aggregate amount of $200,000,000 at any one
time outstanding.
(u) Section 5.02(c)(viii) is amended in full to read as
follows:
(viii) guaranties by GPU of obligations of any
Subsidiary of GPU, including, without limitation, EI, EI
Power and their respective Subsidiaries (but, in the
case of EI, EI Power and their respective Subsidiaries,
only for so long as such Person is a Subsidiary of GPU),
not to exceed the aggregate amount of $175,000,000 at
any one time outstanding.
(v) Section 5.03(f) is amended in full to read as follows:
(f) as soon as possible and in any event within
three days after any Borrower acquires knowledge of the
filing of any appeal of, or petition seeking
modification or setting aside of, the order of the SEC
under the Utility Act obtained by the Borrowers in
connection with this Agreement, notice of such appeal or
petition together with a copy thereof, if available;
(w) Section 6.01(b) is amended by deleting the phrase "or
statement made by such Borrower" in its entirety and substituting
therefor the new phrase "or written statement made by such
Borrower".
(x) Section 6.01(d) is amended by deleting the amount
"$10,000,000" and substituting therefor the new amount
"$20,000,000".
(y) Section 6.01(f) is amended by adding the following new
phrase immediately following the phrase "any substantial part of
its property":
"and such proceeding shall remain undismissed or
unstayed for a period of 60 days"
(z) Section 6.01(g) is amended by deleting the amount
"$10,000,000" and substituting therefor the new amount
"$20,000,000".
(aa) Schedule II to the Credit Agreement is deleted in its
entirety and Schedule II attached hereto is substituted therefor.
(ab) Exhibits A-1, A-2, A-3 and A-4 to the Credit
Agreement are deleted in their entirety and Exhibits A-1, A-2, A-
3 and A-4 attached hereto are substituted therefor respectively.
7<PAGE>
SECTION 2. Conditions of Effectiveness. This Amendment
shall become effective when, and only when, the Administrative
Agent shall have received (a) counterparts of this Amendment
executed by the Borrowers and all of the Banks, and (b) all of
the following documents, each (unless otherwise indicated) being
dated the date of receipt thereof by the Administrative Agent
(which date shall be the same for all such documents) and (except
for the Notes) in sufficient copies for each Bank:
(i) New Committed Advance Notes (the "Replacement
Notes") of each Borrower, in substantially the form of
Exhibits A-1, A-2, A-3 and A-4 hereto, payable to the order
of each Bank.
(ii) Certified copies of the resolutions of the Board of
Directors of each Borrower approving this Amendment and the
Replacement Notes to be delivered by such Borrower
hereunder, and of all documents evidencing other necessary
corporate action with respect to the execution, delivery and
performance by each Borrower of this Amendment and all
governmental approvals, including, without limitation,
appropriate orders of the SEC under the Utility Act and of
the PaPUC with respect to this Amendment and the Replacement
Notes.
(iii) A certificate of the Secretary or an Assistant
Secretary of each Borrower certifying (A) the names and true
signatures of the officers of such Borrower authorized to
sign this Amendment and the Replacement Notes of such
Borrower to be delivered hereunder and (B) that attached
thereto are true and correct copies of the Articles of
Incorporation of such Borrower, and all amendments thereto,
and the Bylaws of such Borrower, in each case as in effect
on such date.
(iv) A favorable opinion of Berlack, Israels & Liberman,
counsel for the Borrowers, substantially in the form of
Exhibit B hereto.
(v) A favorable opinion of King & Spalding, special
counsel for the Co-Agents, substantially in the Form of
Exhibit C hereto.
(vi) Such other approvals, opinions and documents as any
Bank, through the Administrative Agent, may reasonably
request as to the legality, validity, binding effect or
enforceability of this Amendment or the Replacement Notes or
the financial condition, properties, operations or prospects
of any Borrower.
SECTION 3. Representations and Warranties of the Borrower.
Each Borrower represents and warrants with respect to itself as
follows:
8<PAGE>
(a) The representations and warranties of such Borrower
contained in Section 4.01 of the Credit Agreement, as amended
hereby, are true and correct on and as of the date hereof as
though made on and as of such date.
(b) The execution, delivery and performance by the Borrowers
of this Amendment and the Replacement Notes are within such
Borrower's corporate powers, have been duly authorized by all
necessary corporate action and do not contravene (i) such
Borrower's charter or by-laws or (ii) law or any material
contractual restriction binding on or affecting such Borrower,
and do not result in or require the creation of any Lien upon or
with respect to any of its properties.
(c) No authorization or approval or other action by, and
no notice to, or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and
performance by such Borrower of this Amendment and the
Replacement Notes, except for (i) in the case of each Borrower,
an appropriate order of the SEC under the Utility Act and (ii) in
the case of each of ME and PE, an appropriate order or orders of
the PaPUC, each of which orders has been duly obtained, is in
full force and effect and is sufficient for its purpose;
provided, however, that the Borrowers are required to obtain an
additional order of the SEC under the Utility Act in order to
obtain any Borrowing after December 31, 1997, and GPU is required
to obtain an additional order of the SEC under the Utility Act in
order for GPU to obtain Borrowings hereunder in excess of
$200,000,000 in the aggregate at any one time outstanding.
(d) This Amendment and the Credit Agreement, as amended
by this Amendment, constitute, and the Replacement Notes when
delivered hereunder by each Borrower will constitute, the legal,
valid and binding obligations of such Borrower, enforceable
against such Borrower in accordance with their respective terms;
provided, however, that the Borrowers are required to obtain an
additional order of the SEC under the Utility Act in order to
obtain any Borrowing after December 31, 1997, and GPU is required
to obtain an additional order of the SEC under the Utility Act in
order for GPU to obtain Borrowings hereunder in excess of
$200,000,000 in the aggregate at any one time outstanding.
(e) There is no pending or, to the knowledge of such
Borrower, threatened action or proceeding affecting such Borrower
before any court, governmental agency or arbitrator, which could
reasonably be expected to materially adversely affect the ability
of such Borrower to perform its obligations under this Amendment,
the Replacement Notes or the Credit Agreement, as amended by this
Amendment.
(f) No event has occurred and is continuing that constitutes
an Unmatured Default or an Event of Default.
SECTION 4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of this Amendment, on and after the
9<PAGE>
date hereof: (i) each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby, and (ii) each
reference in the Credit Agreement to the "Committed Advance
Notes", "thereunder", "thereof" or words of like import referring
to the Committed Advance Notes shall mean and be a reference to
the Replacement Notes.
(b) Except as specifically amended above, the Credit
Agreement shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of the Banks, the Co-
Agents or the Administrative Agent under the Credit Agreement and
the Notes, nor constitute a waiver of any provision of the Credit
Agreement.
SECTION 5. Costs, Expenses and Taxes. The Borrowers agree
to pay on demand all reasonable costs and expenses in connection
with the preparation, execution and delivery of this Amendment
and the other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of King & Spalding, special counsel for
the Co-Agents with respect thereto and with respect to advising
the Co-Agents and the Administrative Agent as to their respective
rights and responsibilities hereunder and under the Credit
Agreement, and all costs and expenses (including, without
limitation, reasonable counsel fees and expenses), if any, in
connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Amendment and the
Replacement Notes. In addition, the Borrowers shall pay any and
all stamp and other taxes payable or determined to be payable in
connection with the execution and delivery of this Amendment, the
Replacement Notes and the other instruments and documents to be
delivered hereunder, and agree to save the Co-Agents, the
Administrative Agent and each Bank harmless from and against any
and all liabilities with respect to, or resulting from, any delay
in paying or omission to pay such taxes.
SECTION 6. Execution in Counterparts. This Amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument.
SECTION 7. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of
New York.
10<PAGE>
Amendment S-1
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
GENERAL PUBLIC UTILITIES
CORPORATION
By:
Name:
Title:
JERSEY CENTRAL POWER & LIGHT
COMPANY
By:
Name:
Title:
METROPOLITAN EDISON COMPANY
By:
Name:
Title:
PENNSYLVANIA ELECTRIC
COMPANY
By:
Name:
Title:<PAGE>
Amendment S-2
CHEMICAL BANK, as a Co-Agent and
Administrative Agent
By:
Name:
Title:
CITIBANK, N.A., as a Co-Agent
By:
Name:
Title:<PAGE>
EXHIBIT A-1
FORM OF GPU COMMITTED ADVANCE NOTE
U.S. $ Dated: , 19
FOR VALUE RECEIVED, the undersigned, GENERAL PUBLIC
UTILITIES CORPORATION, a Pennsylvania corporation (the
"Borrower"), HEREBY PROMISES TO PAY to the order of
(the "Bank") for the account of its Applicable
Lending Office (as defined in the Credit Agreement referred to
below) the principal amount of each Committed Advance (as defined
below) made by the Bank to the Borrower pursuant to the Credit
Agreement (as defined below) on the last day of the Interest
Period (as defined in the Credit Agreement) for such Advance.
The Borrower promises to pay interest on the unpaid
principal amount of each Committed Advance from the date of such
Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in
the Credit Agreement.
Both principal and interest are payable in lawful money of
the United States of America to Chemical Bank, as Administrative
Agent, for the account of the Bank at the office of Chemical
Bank, at 277 Park Avenue, New York, New York 10172, in same day
funds. Each Committed Advance made by the Bank to the Borrower
and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Bank and, prior to
any transfer hereof, endorsed on the grid attached hereto which
is part of this Promissory Note, provided that the failure to so
record any Committed Advance or any payment on account thereof
shall not affect the payment obligations of the Borrower
hereunder or under the Credit Agreement.
This Promissory Note is one of the Committed Advance Notes
referred to in, and is entitled to the benefits of, the Credit
Agreement, dated as of March 19, 1992, as amended by the First
Amendment to the Credit Agreement, dated as of November ___, 1994
(as so amended, and as the same may be further amended, modified
or supplemented, the Credit "Agreement") among the Borrower, the
other Borrowers, the Bank and certain other banks parties
thereto, Chemical Bank and Citibank, N.A., as Co-Agents for the
Bank and such other banks, and Chemical Bank, as Administrative
Agent for the Bank and such other banks. The Credit Agreement,
among other things, (i) provides for the making of advances (the
"Committed Advances") by the Bank to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding
the U.S. dollar amount first above mentioned, the indebtedness of
the Borrower resulting from each such Advance being evidence by
this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal
1<PAGE>
hereof prior to the maturity hereof upon the terms and conditions
therein specified.
The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York, United
States.
GENERAL PUBLIC UTILITIES
CORPORATION
By
Title:
2<PAGE>
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Amount Maturity Principal Unpaid
of of Interest Paid or Principal Notation
Date Advance Advance Rate Prepaid Balance Made By
3<PAGE>
EXHIBIT A-2
FORM OF JC COMMITTED ADVANCE NOTE
U.S. $ Dated: , 19
FOR VALUE RECEIVED, the undersigned, JERSEY CENTRAL POWER &
LIGHT COMPANY, a New Jersey corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of (the "Bank") for the account of
its Applicable Lending Office (as defined in the Credit Agreement
referred to below) the principal amount of each Committed Advance
(as defined below) made by the Bank to the Borrower pursuant to
the Credit Agreement (as defined below) on the last day of the
Interest Period (as defined in the Credit Agreement) for such
Advance.
The Borrower promises to pay interest on the unpaid
principal amount of each Committed Advance from the date of such
Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in
the Credit Agreement.
Both principal and interest are payable in lawful money of
the United States of America to Chemical Bank, as Administrative
Agent, for the account of the Bank at the office of Chemical
Bank, at 277 Park Avenue, New York, New York 10172, in same day
funds. Each Committed Advance made by the Bank to the Borrower
and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Bank and, prior to
any transfer hereof, endorsed on the grid attached hereto which
is part of this Promissory Note, provided that the failure to so
record any Committed Advance or any payment on account thereof
shall not affect the payment obligations of the Borrower
hereunder or under the Credit Agreement.
This Promissory Note is one of the Committed Advance Notes
referred to in, and is entitled to the benefits of, the Credit
Agreement, dated as of March 19, 1992, as amended by the First
Amendment to the Credit Agreement, dated as of November ___, 1994
(as so amended, and as the same may be further amended, modified
or supplemented, the "Credit Agreement") among the Borrower, the
other Borrowers, the Bank and certain other banks parties
thereto, Chemical Bank and Citibank, N.A., as Co-Agents for the
Bank and such other banks, and Chemical Bank, as Administrative
Agent for the Bank and such other banks. The Credit Agreement,
among other things, (i) provides for the making of advances (the
"Committed Advances") by the Bank to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding
the U.S. dollar amount first above mentioned, the indebtedness of
the Borrower resulting from each such Advance being evidence by
this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal
1<PAGE>
hereof prior to the maturity hereof upon the terms and conditions
therein specified.
The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York, United
States.
JERSEY CENTRAL POWER & LIGHT
COMPANY
By
Title:
2<PAGE>
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Amount Maturity Principal Unpaid
of of Interest Paid or Principal Notation
Date Advance Advance Rate Prepaid Balance Made By
3<PAGE>
EXHIBIT A-3
FORM OF ME COMMITTED ADVANCE NOTE
U.S. $ Dated: , 19
FOR VALUE RECEIVED, the undersigned, METROPOLITAN EDISON
COMPANY, a Pennsylvania corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of
(the "Bank") for the account of its Applicable Lending Office (as
defined in the Credit Agreement referred to below) the principal
amount of each Committed Advance (as defined below) made by the
Bank to the Borrower pursuant to the Credit Agreement (as defined
below) on the last day of the Interest Period (as defined in the
Credit Agreement) for such Advance.
The Borrower promises to pay interest on the unpaid
principal amount of each Committed Advance from the date of such
Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in
the Credit Agreement.
Both principal and interest are payable in lawful money of
the United States of America to Chemical Bank, as Administrative
Agent, for the account of the Bank at the office of Chemical
Bank, at 277 Park Avenue, New York, New York 10172, in same day
funds. Each Committed Advance made by the Bank to the Borrower
and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Bank and, prior to
any transfer hereof, endorsed on the grid attached hereto which
is part of this Promissory Note, provided that the failure to so
record any Committed Advance or any payment on account thereof
shall not affect the payment obligations of the Borrower
hereunder or under the Credit Agreement.
This Promissory Note is one of the Committed Advance Notes
referred to in, and is entitled to the benefits of, the Credit
Agreement, dated as of March 19, 1992, as amended by the First
Amendment to the Credit Agreement, dated as of November ___, 1994
(as so amended, and as the same may be further amended, modified
or supplemented, the "Credit Agreement") among the Borrower, the
other Borrowers, the Bank and certain other banks parties
thereto, Chemical Bank and Citibank, N.A., as Co-Agents for the
Bank and such other banks, and Chemical Bank, as Administrative
Agent for the Bank and such other banks. The Credit Agreement,
among other things, (i) provides for the making of advances (the
"Committed Advances") by the Bank to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding
the U.S. dollar amount first above mentioned, the indebtedness of
the Borrower resulting from each such Advance being evidence by
this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain
1<PAGE>
stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions
therein specified.
The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York, United
States.
METROPOLITAN EDISON COMPANY
By
Title:
2<PAGE>
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Amount Maturity Principal Unpaid
of of Interest Paid or Principal Notation
Date Advance Advance Rate Prepaid Balance Made By
3<PAGE>
EXHIBIT A-4
FORM OF PE COMMITTED ADVANCE NOTE
U.S. $ Dated: , 19
FOR VALUE RECEIVED, the undersigned, PENNSYLVANIA ELECTRIC
COMPANY, a Pennsylvania corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of
(the "Bank") for the account of its Applicable Lending Office (as
defined in the Credit Agreement referred to below) the principal
amount of each Committed Advance (as defined below) made by the
Bank to the Borrower pursuant to the Credit Agreement (as defined
below) on the last day of the Interest Period (as defined in the
Credit Agreement) for such Advance.
The Borrower promises to pay interest on the unpaid
principal amount of each Committed Advance from the date of such
Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in
the Credit Agreement.
Both principal and interest are payable in lawful money of
the United States of America to Chemical Bank, as Administrative
Agent, for the account of the Bank at the office of Chemical
Bank, at 277 Park Avenue, New York, New York 10172, in same day
funds. Each Committed Advance made by the Bank to the Borrower
and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Bank and, prior to
any transfer hereof, endorsed on the grid attached hereto which
is part of this Promissory Note, provided that the failure to so
record any Committed Advance or any payment on account thereof
shall not affect the payment obligations of the Borrower
hereunder or under the Credit Agreement.
This Promissory Note is one of the Committed Advance Notes
referred to in, and is entitled to the benefits of, the Credit
Agreement, dated as of March 19, 1992, as amended by the First
Amendment to the Credit Agreement, dated as of November ___, 1994
(as so amended, as the same may be further amended, modified or
supplement, the "Credit Agreement") among the Borrower, the other
Borrowers, the Bank and certain other banks parties thereto,
Chemical Bank and Citibank, N.A., as Co-Agents for the Bank and
such other banks, and Chemical Bank, as Administrative Agent for
the Bank and such other banks. The Credit Agreement, among other
things, (i) provides for the making of advances (the "Committed
Advances") by the Bank to the Borrower from time to time in an
aggregate amount not to exceed at any time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Advance being evidence by this
Promissory Note, and (ii) contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events
1<PAGE>
and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein
specified.
The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York, United
States.
PENNSYLVANIA ELECTRIC
COMPANY
By
Title:
2<PAGE>
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Amount Maturity Principal Unpaid
of of Interest Paid or Principal Notation
Date Advance Advance Rate Prepaid Balance Made By
3<PAGE>
