Post-Effective Amendment No. 3 to
SEC File No. 70-7926
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue
Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("Met-Ed")
2800 Pottsville Pike
P.O. Box 16001
Reading, Pennsylvania 19640
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
1001 Broad Street, Johnstown, Pennsylvania 15907
(Names of companies filing this statement and
addresses of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicants)
T.G. Howson, Vice President Douglas E. Davidson, Esq.
and Treasurer Berlack, Israels & Liberman
M.A. Nalewako, Secretary 120 West 45th Street
General Public Utilities Corporation New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
R.S. Cohen, Esq. W. Edwin Ogden, Esq.
Jersey Central Power & Light Ryan, Russell, Ogden &
Company Seltzer
300 Madison Avenue 1100 Berkshire Boulevard
Morristown, New Jersey 07960 P.O. Box 6219
Reading, Pennsylvania 19610
W.C. Matthews, II, Esq., Secretary Robert C. Gerlach, Esq.
Metropolitan Edison Company Ballard Spahr Andrews &
2800 Pottsville Pike Ingersoll
P.O. Box 16001 1735 Market Street
Reading, Pennsylvania 19640 Philadelphia, Pennsylvania
and 19103
Pennsylvania Electric Company
1001 Broad Street
Johnstown, Pennsylvania 15907
(Names and addresses of agents for service)
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GPU, JCP&L, Met-Ed and Penelec (the "GPU Companies")
hereby post-effectively amend their Declaration on Form U-1,
docketed in SEC File No. 70-7926, as heretofore amended, as
follows:
1. By amending paragraph O to read in its entirety as
follows:
O. The estimated fees, commissions and expenses
expected to be incurred by the GPU Companies in
connection with the proposed transactions will be as
follows:
SEC Filing Fee $ 2,000.00
Legal Fees:
Berlack, Israels & Liberman 17,500.00
Ballard Spahr Andrews &
Ingersoll 7,500.00
Ryan, Russell, Ogden
& Seltzer 5,000.00
R.S. Cohen, Esq. 2,500.00
Bank Counsel Fees
King & Spalding 35,000.00
Miscellaneous 5,500.00
Total: $ 75,000.00
2. By filing the following exhibits in Item 6
thereof:
(a) Exhibits:
A-1(a) - Forms of New Notes proposed to be
issued and sold -- included in
Exhibit B-1(a).
A-2(a) - Forms of unsecured promissory notes
to be issued and sold under New
Lines of Credit -- incorporated by
reference to Exhibit A-2 in this
docket.
B-1(a) - Form of First Amendment to Credit
Agreement
C - None.
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D-1(b) - Copy of Securities Certificate of
Met-Ed filed with the PaPUC.
D-1(c) - Copy of Order of the PaPUC
registering Met-Ed's Securities
Certificate.
D-2(b) - Copy of Securities Certificate of
Penelec filed with the PaPUC.
D-2(c) - Copy of Order of PaPUC registering
Penelec's Securities Certificate.
F-1(a) - Opinion of Berlack, Israels &
Liberman.
F-2(a) - Opinion of Richard S. Cohen, Esq.
F-3(a) - Opinion of Ryan, Russell, Ogden &
Seltzer.
F-4(a) - Opinion of Ballard Spahr Andrews &
Ingersoll.
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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: October 13, 1994
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EXHIBITS TO BE FILED BY EDGAR
Exhibits:
B-1(a) - Form of First Amendment to Credit
Agreement
D-1(b) - Copy of Securities Certificate of
Met-Ed filed with the PaPUC.
D-1(c) - Copy of Order of the PaPUC
registering Met-Ed's Securities
Certificate.
D-2(b) - Copy of Securities Certificate of
Penelec filed with the PaPUC.
D-2(c) - Copy of Order of PaPUC registering
Penelec's Securities Certificate.
F-1(a) - Opinion of Berlack, Israels &
Liberman.
F-2(a) - Opinion of Richard S. Cohen, Esq.
F-3(a) - Opinion of Ryan, Russell, Ogden &
Seltzer.
F-4(a) - Opinion of Ballard Spahr Andrews &
Ingersoll.
<PAGE>
Exhibit B-1(a)
FIRST AMENDMENT TO THE
CREDIT AGREEMENT
Dated as of October __, 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 October __,
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:
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"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 BBB+ BBB BBB- BB+ or
better below*
Moody's A3 or Baa1 Baa2 Baa3 Ba1 or
better below*
D&P A- or BBB+ BBB BBB- BB+ or
better 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
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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.
Level 1 Level 2 Level 3 Level 4 Level 5
S&P A- or BBB+ BBB BBB- BB+ or
better below*
Moody's A3 or Baa1 Baa2 Baa3 Ba1 or
better below*
D&P A- or BBB+ BBB BBB- BB+ or
better 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) October __, 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.
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(f) Section 3.02(a) is amended by adding the
following new paragraph (iii) at the end thereof:
"(iii) With respect to any Borrowing
made after December 31, 1997, 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 and is sufficient for its purpose; and"
(g) 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".
(h) 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"
(i) 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".
(j) Section 4.01(h) is amended in full to read
as follows:
(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.
(k) 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.
(l) Section 4.01(n) is amended in full to read
as follows:
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(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.
(m) 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.
(n) 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 similar businesses and
owning similar properties (including,
without limitation, the operation and
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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.
(o) 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".
(p) 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.
(q) 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
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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.
(r) Section 5.02(b)(xi) is amended in full to
read as follows:
(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.
(s) 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.
(t) 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".
(u) Section 6.01(d) is amended by deleting the
amount "$10,000,000" and substituting therefor the new
amount "$20,000,000".
(v) 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"
(w) Section 6.01(g) is amended by deleting the
amount "$10,000,000" and substituting therefor the new
amount "$20,000,000".
(x) Schedule II to the Credit Agreement is
deleted in its entirety and Schedule II attached hereto
is substituted therefor.
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(y) 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.
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
("Replacement Notes") of each Borrower, in
substantially the form of Exhibits A-1 to and
including A-4 hereto payable to the order of the
Banks, respectively.
(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 A hereto.
(v) A favorable opinion of King &
Spalding, special counsel for the Co-Agents,
substantially in the Form of Exhibit B hereto.
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(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:
(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".
(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".
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(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 date hereof: 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.
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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.
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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:
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CHEMICAL BANK, as a Co-Agent
and Administrative Agent
By:
Name:
Title:
CITIBANK, N.A., as a Co-Agent
By:
Name:
Title:
(BANKS)
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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
(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
14
<PAGE>
acceleration of the maturity hereof upon the happening of certain
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.
GENERAL PUBLIC UTILITIES CORPORATION
By
Title:
15
<PAGE>
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount
of
Principal
Amount Maturity Paid Unpaid
of of Interest or Principal Notation
Date Advance Advance Rate Prepaid Balance Made By
16
<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 (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 hereof prior to the maturity
hereof upon the terms and conditions therein specified.
1
<PAGE>
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
Principal
Amount Maturity Paid Unpaid
of of Interest 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 (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
1
<PAGE>
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
Principal
Amount Maturity Paid Unpaid
of of Interest 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 (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 and also for
1
<PAGE>
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
Principal
Amount Maturity Paid Unpaid
of f Interest or Principal Notation
Date Advance Advance Rate Prepaid Balance Made By
3
<PAGE>
Exhibit D-1(b)
BEFORE THE
PENNSYLVANIA PUBLIC UTILITY COMMISSION
In re:
SECURITIES CERTIFICATE OF :
METROPOLITAN EDISON COMPANY : Securities
IN THE MATTER OF THE ISSUANCE : Certificate
OF NOTES TO BANKS PURSUANT TO : No. S-
A REVOLVING CREDIT AGREEMENT :
TO THE PENNSYLVANIA PUBLIC UTILITY COMMISSION:
1. The name and address of the public utility filing
this Securities Certificate are Metropolitan Edison Company
("Met-Ed"), Muhlenberg Township, Berks County, Pennsylvania
(mailing address P.O. Box 16001, Reading, PA 19640).
2. The names and address of Met-Ed's attorneys are W.
Edwin Ogden, Esquire, Jeffrey A. Franklin, Esquire and Ryan,
Russell, Ogden & Seltzer, 1100 Berkshire Boulevard, P.O. Box
6219, Reading, Pennsylvania 19610-0219.
3. Met-Ed, a public utility as defined in the
Pennsylvania Public Utility Code, is a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania. It
is engaged in the business of generating, purchasing,
transmitting, distributing and selling electric energy in eastern
and central Pennsylvania.
4. All outstanding shares of Met-Ed's common stock
are owned by General Public Utilities Corporation ("GPU"). GPU
also owns all outstanding shares of common stock of Pennsylvania
1
<PAGE>
Electric Company ("Penelec") and Jersey Central Power & Light
Company ("JCP&L").
5. This Securities Certificate relates to the
proposed issuance by Met-Ed of promissory notes to banks pursuant
to a new or amended revolving credit agreement as described
herein.
Under date of March 19, 1992, GPU, JCP&L, Met-Ed and
Penelec (the "GPU Companies") entered into their presently
effective revolving credit agreement (the "1992 Agreement") with
a group of commercial banks for which Chemical Bank and Citibank,
N.A. act as Co-Agents and Chemical Bank acts as Administrative
Agent. Reference is made to Securities Certificate S-910197 and
the related order entered on January 30, 1992. The 1992
Agreement terminates on April 1, 1995.
At the date hereof, no Met-Ed borrowings are
outstanding under the 1992 Agreement.
At June 30, 1994, Met-Ed's charter would have permitted
it to have a maximum of short-term indebtedness of $122 million
outstanding at any one time.
6. Met-Ed (as one of the GPU Companies) is now
requesting regulatory authorization to enter into a new revolving
credit agreement or an amendment to the 1992 Agreement ("New
Credit Agreement") and under and pursuant thereto to issue, sell
and renew to certain banks (the "Banks") from time to time,
beginning with the effectiveness of all necessary regulatory
authorization relating thereto through December 31, 1999, its
promissory notes (the "New Notes") evidencing borrowings under
2
<PAGE>
the terms of the New Credit Agreement. Aggregate borrowings by
the GPU Companies at any one time outstanding under the New
Credit Agreement would be increased to $250 million (as compared
to $150 million under the 1992 Agreement), with no individual
sublimits for any of the GPU Companies.
Met-Ed may, subject to certain conditions (including
its charter limitation with respect to the issuance of short-
term indebtedness), borrow, repay and reborrow amounts within the
revolving credit availability under the New Credit Agreement.
Citibank, N.A. and Chemical Bank would serve as co-
agents (the "Co-Agents") under the New Credit Agreement and
Chemical Bank would also serve as Administrative Agent.
The permitted interest rates on borrowings by Met-Ed
under the New Credit Agreement would be (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 applicable margin depending
upon Met-Ed's senior secured non-credit enhanced long-term debt
ratings issued by Standard & Poor's Corporation, Duff & Phelps
and Moody's Investor Services ("Debt Ratings") or (c) the
Eurodollar Rate, as in effect from time to time, plus an
applicable margin depending upon Met-Ed's Debt Ratings.
The Alternate Base Rate is defined as the greater of
(a) the Administrative Agent's Prime Rate in effect from time to
time and (b) the Federal Funds Rate then in effect for such day,
plus .50% per annum.
The CD Rate is the domestic money market bid rate for
certificates of deposit of various maturities issued by three of
3
<PAGE>
the Banks, including the Co-Agents (collectively, the "Reference
Banks"), adjusted for the statutory reserve requirements and
Federal Deposit Insurance Corporation assessment.
The Eurodollar Rate is the average of the rates quoted
at which deposits in U.S. dollars are offered by the principal
offices of the Reference Banks in London to prime banks in the
London interbank market from time to time, plus additional costs
for reserves, if applicable.
The applicable margin for the CD Rate borrowings and
Eurodollar Rate borrowings will be determined as follows based on
Met-Ed's Debt Ratings as follows:
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 Bal or below
D&P A- or better BBB+ BBB BBB- BB+ or below
Eurodollar
Rate plus .25% .30% .325% .375% .50%
CD Rate plus .375% .425% .45% .50% .625%
If Met-Ed's Debt Ratings are at different levels, the
applicable margin will be based on the lower of the two highest
Debt Ratings. The current Debt Ratings of Met-Ed's mortgage
bonds are BBB+ by S&P, Baa1 by Moody's and A- by D&P.
7. The New Credit Agreement will also afford Met-Ed
the option of inviting competitive bids from the Banks for
borrowings for requested maturities of up to six months in such
principal amounts as Met-Ed may request, subject to the $250
million limit of the New Credit Agreement. No Bank would be
4
<PAGE>
required to bid for any such loan and Met-Ed would not be
obligated to accept any bid received.
8. Interest will be payable at the end of each
interest period and, (i) for interest periods longer than three
months in the case of Eurodollar Rate borrowings or for interest
periods longer than 90 days in the case of CD Rate borrowings and
competitive bid borrowings, at the end of each three-month period
or 90-day period, as applicable, and (ii) at the end of each
calendar quarter for base rate borrowing within such interest
period.
9. The GPU Companies propose to pay the Banks a
facility fee ranging from .125% to .375% per annum, of the total
amount of the commitment under the New Credit Agreement,
depending on the Debt Ratings of the GPU Companies, and a
competitive bid fee of $2,500 for each request for a competitive
bid. In addition, an agency fee of $25,000 would be payable to
each of the Co-Agents upon signing of the New Credit Agreement,
and an annual administrative agent fee of $15,000 would be
payable to the Administrative Agent.
10. Borrowings under the New Notes would be subject to
certain conditions, and the New Notes would be subject to
acceleration by the Banks upon Events of Default by Met-Ed, under
the New Credit Agreement. Borrowings under the New Notes which
bear interest at the Alternate Base Rate would be prepayable at
any time, without penalty; borrowings under the New Notes bearing
interest at the CD Rate or the Eurodollar Rate would also be
prepayable at any time, subject to payment of certain costs to
5
<PAGE>
the Banks resulting from the prepayment; borrowings under the New
Notes at a competitive bid rate would not be prepayable. The GPU
Companies would be allowed to reduce the commitment of the Banks
under the New Credit Agreement at any time.
11. Under the New Credit Agreement, Met-Ed will
provide the Banks with certain standard yield protections. As
part of such yield protections, if Met-Ed is required to make any
withholding or deduction on account of any taxes assessed by the
United States or any subdivision or taxing authority thereof from
any payment to any Bank, Met-Ed will pay to that Bank an amount
sufficient to increase the yield on the New Notes to the yield
the Bank would have received absent such deduction or
withholding.
12. Penelec is filing a Securities Certificate with
your Honorable Commission with respect to comparable proposed
transactions by it under the New Credit Agreement.
13. Met-Ed proposes to issue and sell New Notes from
time to time as Met-Ed believes necessary to achieve the least
cost for its short-term cash requirements through December 31,
1999. The net proceeds of borrowings by Met-Ed under the New
Credit Agreement would be used by Met-Ed for general corporate
purposes, to provide temporary working capital and to repay short
term borrowings.
14. A list of the expenses to be incurred by Met-Ed in
connection with the issuance of the New Notes will be filed by
amendment.
15. A Declaration on Form U-1 has been filed by the
GPU Companies with the Securities and Exchange Commission, in
6
<PAGE>
respect of the issuance and sale of the New Notes. See Exhibit
H.
16. There are appended hereto and made part hereof the
following Exhibits:
Exhibit A - Balance sheet of Met-Ed as at June 30,
1994.
Exhibit B - An income statement, statement of
retained earnings, and statement of
capital surplus for Met-Ed for the
twelve months ended June 30, 1994.
Exhibit C - Met-Ed filed with the Pennsylvania
Public Utility Commission under date of
October 24, 1945 an original cost study
(EOC 27). Edison Light and Power
Company, which was merged into Met-Ed as
of June 1, 1950, filed with the
Commission under date of September 30,
1946 an original cost study (EOC 11).
Each of the above original cost studies
is incorporated herein by reference.
Attached hereto, marked "Exhibit C", is
a statement of original cost of
property, plant and equipment brought
down to June 30, 1994.
Exhibit D - A Statement of securities of other
corporations owned by Met-Ed as at June
30, 1994.
Exhibit E - A statement showing the status of the
funded debt of Met-Ed outstanding as at
June 30, 1994.
Exhibit F - A statement showing the status of the
outstanding capital stock of Met-Ed as
at June 30, 1994.
Exhibit G - Not applicable.
Exhibit H - A copy of the Declaration on Form U-1
filed with the SEC under the Public
Utility Holding Company Act of 1935,
together with the exhibits thereto.
Exhibit I - A copy of the resolution of the Board of
Directors of Met-Ed authorizing the
proposed New Credit Agreement and the
issuance and sale of the New Notes.
7
<PAGE>
Exhibit J - Form of the New Credit Agreement,
including the forms of the Notes (See
Exhibit H).
Exhibit K - Pro forma journal entries of Met-Ed
giving effect to the proposed trans-
action (See Exhibit H).
Exhibit L - Met-Ed Source and Application of Funds
Statement.
WHEREFORE, Metropolitan Edison Company prays your
Honorable Commission to register this Securities Certificate
pursuant to Chapter 19 of the Public Utility Code, as amended.
Attest: METROPOLITAN EDISON COMPANY
By:
Assistant Secretary Don W. Myers
Vice-President
(SEAL)
8
<PAGE>
STATE OF NEW JERSEY )
: ss.
COUNTY OF MORRIS )
Don W. Myers being duly sworn according to law, deposes
and says that he is a Vice-President of Metropolitan Edison
Company; that he is authorized to and does make this affidavit
for it; and that the facts set forth above are true and correct
to the best of his knowledge, information and belief.
Sworn to and subscribed before
me this day of August, 1994.
Notary
(SEAL)
9
<PAGE>
Exhibit D-1(c)
PENNSYLVANIA
PUBLIC UTILITY COMMISSION
HARRISBURG, PA 17105-3265
Public Meeting held September 22, 1994
Commissioners Present:
David W. Rolka, Chairman
Joseph Rhodes, Jr., Vice-Chairman
John M. Quain
Lisa Crutchfield
John Hanger
Securities Certificate of Metropolitan S-940463
Edison Company for the issuance of notes,
not to exceed $250 million in aggregate
principal amount, pursuant to a revolving
credit agreement.
OPINION AND ORDER
BY THE COMMISSION:
On August 30, 1994 Metropolitan Edison Company (Met-
Ed) filed for registration pursuant to Chapter 19 of the
Pennsylvania Public Utility Code, 66 Pa. C.S. Sections 1901 et
seq., a Securities Certificate for the issuance of notes, not to
exceed $250 million in aggregate principal amount pursuant to a
revolving credit agreement.
Met-Ed is a wholly-owned subsidiary of General Public
Utilities Corporation (GPU). GPU also wholly owns Pennsylvania
Electric Company (Penelec) and Jersey Central Power & Light
Company (JCP&L). GPU, Penelec, Met-Ed and JCP&L will be referred
to collectively as the "GPU Companies."
<PAGE>
Met-Ed and the other GPU companies propose to issue
from time to time through December 31, 1999, up to an aggregate
amount of $250 million of notes to evidence borrowings pursuant
to a new revolving credit agreement. There will be no individual
sublimits for any of the GPU subsidiaries. The agreement will
have revolving credit availability for a period of five years
from its effective date. Permitted interest rate options
available will be based on the Prime Rate, CD Rate, or Eurodollar
Rate. The interest rate may also be determined from a
competitive bidding process.
The proceeds will be used for general corporate
purposes, including providing funds for temporary working capital
and repaying short term borrowings.
After examination of the instant Securities
Certificate, we have determined that the proposed issuance by
Met-Ed appears to be necessary or proper for the present and
probable future capital needs of the company, and as a result the
Securities Certificate should be registered; THEREFORE,
IT IS ORDERED:
That the Securities Certificate filed by Metropolitan
Edison Company for the issuance of notes, not to exceed $250
million in aggregate principal amount, pursuant to a revolving
credit agreement is hereby registered.
BY THE COMMISSION,
/S/
John G. Alford
Secretary
(SEAL)
ORDER ADOPTED: September 22, 1994
ORDER ENTERED: September 22, 1994
<PAGE>
Exhibit D-2(b)
BEFORE THE
PENNSYLVANIA PUBLIC UTILITY COMMISSION
________________________________________
In re: :
: SECURITIES CERTIFICATE
SECURITIES CERTIFICATE OF PENNSYLVANIA :
ELECTRIC COMPANY IN THE MATTER OF THE : NO. S-
ISSUANCE OF PROMISSORY NOTES TO BANKS :
PURSUANT TO A REVOLVING CREDIT AGREEMENT:
________________________________________:
TO PENNSYLVANIA PUBLIC UTILITY COMMISSION
1. The name and address of the public utility filing
this Securities Certificate are:
Pennsylvania Electric Company (hereinafter "Penelec")
1001 Broad Street
Johnstown, Pennsylvania 15907
2. The names and addresses of the public utility's
attorneys are:
William C. Matthews, II, Esquire
Secretary
Pennsylvania Electric Company
1001 Broad Street
Johnstown, Pennsylvania 15907
Robert C. Gerlach, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street
Philadelphia, Pennsylvania 19103
3. Penelec is a public utility as defined in the
Pennsylvania Public Utility Code. Penelec is a Pennsylvania
corporation governed by the Pennsylvania Business Corporation Law
of 1988 and pursuant to such law has corporate power and
authority to render to the public electric and steam heat service
throughout Pennsylvania. Penelec renders to the public electric
1
<PAGE>
service in numerous municipalities in thirty-one counties in
western, northern and south-central parts of Pennsylvania.
4. All of the outstanding Common Stock of Penelec is
owned by General Public Utilities Corporation ("GPU"), a
Pennsylvania corporation. GPU also owns all of the outstanding
Common Stock of Metropolitan Edison Company ("Met-Ed") and Jersey
Central Power & Light Company ("JCP&L").
5. This Securities Certificate relates to the
proposed issuance of promissory notes by Penelec to banks
pursuant to a new or amended revolving credit agreement, as
described herein.
On March 19, 1992, GPU, JCP&L, Met-Ed and Penelec (the
"GPU Companies") entered into a Revolving Credit Agreement (the
"1992 Agreement") with a group of commercial banks for which
Chemical Bank and Citibank, N.A. act as Co-Agents and Chemical
Bank acts as Administrative Agent. Reference is made to
Securities Certificate S-910194 and the related order entered on
January 30, 1992. The 1992 Agreement terminates on April 1,
1995.
At the date hereof, Penelec has no borrowings
outstanding under the 1992 Agreement.
Penelec (as one of the GPU Companies) is now requesting
regulatory authorization to enter into a new revolving credit
agreement or an amendment to the 1992 Credit Agreement (the "New
Credit Agreement") with certain banks (the "Banks") and Citibank,
N.A. and Chemical Bank, as co-agents (the "Co-Agents"), and
Chemical Bank, as administrative agent, and to issue, sell and
renew to the Banks from time to time, from the effective date of
2
<PAGE>
such regulatory authorization through December 31, 1999, its
promissory notes (the "New Notes") evidencing borrowings under
and pursuant to the terms of the New Credit Agreement. Permitted
borrowings by the GPU Companies under the New Credit Agreement
would be increased to an aggregate of $250 million (as compared
to $150 million under the 1992 Credit Agreement), with no
individual sublimits for any of the GPU Companies in the New
Credit Agreement.
In connection with the New Credit Agreement, the
Company proposes to issue securities described as follows:
EXACT TITLE OF SECURITY:
The title of the security is "Pennsylvania Electric
Company Notes" issued under the New Credit Agreement.
AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES:
The New Notes will evidence borrowings by Penelec under
the New Credit Agreement of not more than $250,000,000
outstanding at any time.
NOMINAL DATE OF ISSUE:
The New Credit Agreement is expected to be executed on
or prior to December 31, 1994 and the New Notes will be issued by
Penelec upon execution of the New Credit Agreement or on or prior
to Penelec's initial borrowing thereunder.
DATE OF MATURITY:
The New Credit Agreement will have a revolving credit
availability for a period of five years from its effective date.
Penelec may, subject to certain conditions, borrow, repay and
reborrow amounts available under the New Credit Agreement (the
"Commitment").
3
<PAGE>
INTEREST RATES:
The permitted interest rates on the borrowings by
Penelec under the New Credit Agreement would be (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 applicable margin depending on
Penelec's senior secured non-credit enhanced long-term debt
ratings issued by Standard & Poor's Corporation, Duff & Phelps
and Moody's Investor Services ("Debt Ratings") or (c) the
Eurodollar Rate, as in effect from time to time, plus an
applicable margin depending on Penelec's Debt Ratings. The
Alternate Base Rate is the greater of (a) the Administrative
Agent's Prime Rate in effect from time to time, and (b) the
Federal Funds Rate then in effect for such day plus 1/2% per
annum. The CD Rate is the domestic money market bid rate for
certificates of deposit of various maturities issued by three of
the Banks, including the Co-Agents (collectively, the "Reference
Banks"), adjusted for the statutory reserve requirements and
Federal Deposit Insurance Corporation assessment. The Eurodollar
Rate is the average of the rates quoted at which deposits in U.S.
dollars are offered by the principal offices of the Reference
Banks in London to prime banks in the London interbank market
from time to time, plus additional costs for reserves, if
applicable.
The applicable margin for the CD Rate borrowings and
Eurodollar Rate borrowings will be determined as follows based on
Penelec's Debt Ratings as follows:
4
<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
Eurodollar
Rate plus .25% .30% .325% .375% .50%
CD Rate plus .375% .425% .45% .50% .625%
If Penelec's Debt Ratings are at different levels, the
applicable margin will be based on the lower of the two highest
Debt Ratings. The current Debt Ratings of Penelec's mortgage
bonds are A- by S&P, A3 by Moody's and A by D&P.
The New Credit Agreement will also afford Penelec the
option of inviting competitive bids from the Banks for borrowings
for requested maturities of up to six months in such principal
amounts as Penelec may request, subject to the $250 million limit
of the New Credit Agreement. No Bank would be required to bid
for any such loan and Penelec would not be obligated to accept
any bid received.
INTEREST PAYMENT DATES:
Interest will be payable at the end of each interest
period and (i) for interest periods longer than three months in
the case of Eurodollar Rate borrowings or for interest periods
longer than 90 days in the case of CD Rate borrowings and
competitive bid borrowings, at the end of each three-month period
or 90-day period, as applicable, and (ii) at the end of each
calendar quarter for base rate borrowings within such interest
period.
5
<PAGE>
PREPAYMENTS:
Borrowings under the New Notes would be subject to
certain conditions under the New Credit Agreement and the New
Notes would be subject to acceleration by the Banks upon Events
of Default by Penelec under the New Credit Agreement. Borrowings
under the New Notes bearing interest at the Alternate Base Rate
would be prepayable at any time without penalty. Borrowings
under the New Notes bearing interest at the CD Rate or the
Eurodollar Rate would be prepayable at any time upon payment by
Penelec of the costs to the Banks resulting from the prepayment
of the Banks' funding of the New Notes. Borrowings at
competitively bid rates would not be prepayable. The GPU
Companies would be allowed to reduce the commitment of the Banks
under the New Credit Agreement at any time.
FEES:
The GPU Companies propose to pay the Banks a facility
fee ranging from .125% to .375% per annum of the total amount of
the commitment, depending on the debt ratings of the GPU
Companies, and a competitive bid fee of $2,500 for each request
for a competitive bid. In addition, an agency fee of $25,000
would be payable to each of the Co-Agents upon signing of the New
Credit Agreement, and an annual administration agent fee of
$15,000 would be payable to the Administrative Agent.
ASSUMPTION OF TAXES:
Under the New Credit Agreement, Penelec will provide
the Banks with certain standard yield protections. As part of
such yield protections, if Penelec is required to make any
withholding or deduction on account of any taxes assessed by the
6
<PAGE>
United States or any subdivision or taxing authority thereof from
any payment to any Bank, Penelec will pay to that Bank an amount
sufficient to increase the yield on the New Notes to the yield
the Bank would have received absent such deduction or
withholding.
6. Penelec and the other GPU Companies propose to
execute and deliver the New Credit Agreement as soon as
practicable after obtaining all requisite regulatory
authorizations. Comparable proposed transactions by Met-Ed are
the subject of a Securities Certificate which Met-Ed is filing
with your Honorable Commission.
7. A list of the expenses to be incurred by Penelec
in connection with the issuance of the New Notes will be filed by
amendment.
8. Penelec proposes to issue and sell New Notes from
time to time as Penelec believes necessary to achieve the least
cost for its short-term cash requirements through the period
ending five years from the effective date of the New Credit
Agreement. The net proceeds of borrowings by Penelec under the
New Credit Agreement would be used by Penelec for general
corporate purposes, including to provide temporary working
capital and to repay short term borrowings.
At June 30, 1994, Penelec's charter would have
permitted it to have a maximum of $137 million of short-term
indebtedness outstanding at any one time.
9. The GPU Companies have requested that the
Securities and Exchange Commission approve the issuance of the
7
<PAGE>
New Notes pursuant to the Public Utility Holding Company Act of
1935. See Exhibit H.
10. There are appended hereto and made a part hereof
the following exhibits:
A Balance sheet of Penelec per books and pro forma
giving effect to the proposed transactions as at
June 30, 1994.
B-1 Statement of Income of Penelec for the twelve
months ended June 30, 1994.
B-2 Statement of Retained Earnings and Statement of
Capital Surplus of Penelec for the twelve months
ended June 30, 1994.
C Statement of Utility Plant by Classified Accounts
of Penelec as at June 30, 1994.
D Statement of Securities of Other Corporations
Owned by Penelec as at June 30, 1994.
E Statement of Long Term Debt Outstanding of Penelec
as at June 30, 1994.
F Statement of Capital Stock Outstanding of Penelec
as at June 30, 1994.
G Not applicable.
H Copy of Declaration filed by Penelec and the other
GPU Companies on Form U-1 with the Securities and
Exchange Commission under the Public Utility
Holding Company Act of 1935, in respect of the
proposed issuance and sale of the New Notes.
I Copy of resolutions of the Board of Directors of
Penelec authorizing the proposed New Credit
Agreement and issuance and sale of the New Notes
(to be filed by amendment).
J-1 1992 Credit Agreement (incorporated by reference
to Exhibit J to Securities Certificate No.
S-910194).
J-2 Form of First Amendment to the 1992 Agreement,
including the forms of the New Notes (to be filed
by amendment).
K Pro Forma Journal Entries of Penelec giving effect
to the proposed transactions.
8
<PAGE>
L Penelec Source and Application of Funds Statement.
9
<PAGE>
WHEREFORE, Pennsylvania Electric Company prays your
Honorable Commission to register this Securities Certificate
pursuant to Chapter 19 of the Public Utility Code.
Attest: PENNSYLVANIA ELECTRIC COMPANY
/s/ Mary A. Nalewako By:/s/ Don W. Myers
Assistant Secretary Vice President
(SEAL)
10
<PAGE>
STATE OF NEW JERSEY :
: ss.
COUNTY OF MORRIS :
Don W. Myers, being duly sworn according to law,
deposes and says that he is a Vice President of Pennsylvania
Electric Company, that he is authorized to and does make this
affidavit for it; and that the facts set forth above are true and
correct to the best of his knowledge, information and belief.
/s/ Don W. Myers
Sworn to and subscribed
before me this 24th day
of August, 1994.
/s/ Mary A. Nalewako
Notary Public
(SEAL)
11
<PAGE>
Exhibit D-2(c)
PENNSYLVANIA
PUBLIC UTILITY COMMISSION
Harrisburg, PA 17105-3265
Public Meeting held September 22, 1994
Commissioners Present:
David W. Rolka, Chairman
Joseph Rhodes, Jr., Vice-Chairman
John M. Quain
Lisa Crutchfield
John Hanger
Securities Certificate of Pennsylvania S-940462
Electric Company for the issuance of
notes, not to exceed $250 million in
aggregate principal amount, pursuant to a
revolving credit agreement.
OPINION AND ORDER
BY THE COMMISSION:
On August 30, 1994 Pennsylvania Electric Company
(Penelec) filed for registration pursuant to Chapter 19 of the
Pennsylvania Public Utility Code, 66 Pa. C.S. Sections 1901 et
seq., a Securities Certificate for the issuance of notes, not to
exceed $250 million in aggregate principal amount pursuant to a
revolving credit agreement.
Penelec is a wholly-owned subsidiary of General Public
Utilities Corporation (GPU). GPU also wholly owns Metropolitan
Edison Company (Met-Ed) and Jersey Central Power & Light Company
(JCP&L). GPU, Penelec, Met-Ed and JCP&L will be referred to
collectively as the "GPU Companies."
<PAGE>
Penelec and the other GPU companies propose to issue
from time to time through December 31, 1999, up to an aggregate
amount of $250 million of notes to evidence borrowings pursuant
to a new revolving credit agreement. There will be no individual
for any of the GPU subsidiaries. The new credit revolving credit
agreement will have revolving credit availability for a period of
five years from its effective date. Permitted interest rate
options available will be based on the Prime Rate, CD Rate, or
Eurodollar Rate. The interest rate may also be determined
through a competitive bidding process.
After examination of the instant Securities
Certificate, we have determined that the proposed issuance by
Penelec appears to be necessary or proper for the present and
probable future capital needs of the company, and as a result the
Securities Certificate should be registered; THEREFORE,
IT IS ORDERED:
That the Securities Certificate filed by Pennsylvania
Electric Company for the issuance of notes, not to exceed $250
million in aggregate principal amount, pursuant to a revolving
credit agreement is hereby registered.
BY THE COMMISSION,
/s/ John G. Alford
John G. Alford
Secretary
(SEAL)
ORDER ADOPTED: September 22, 1994
ORDER ENTERED: SEP 22 1994
<PAGE>
Exhibit F-1(a)
October 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Declaration on Form U-1
SEC File No. 70-7926
Dear Sirs:
We have examined Post-Effective Amendment No. 1, dated
August 16, 1994, to the Declaration on Form U-1, dated December
24, 1991, as amended, under the Public Utility Holding Company
Act of 1935 (the "Act"), of 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 herein as the "GPU
Companies"), which has been docketed in SEC File No. 70-7926, as
amended by Post-Effective Amendment No. 2 thereto, dated
September 16, 1994, and as to be amended by Post-Effective
Amendment No. 3 thereto, dated this date, of which this opinion
is to be a part. (The Declaration, as so amended and as thus to
be amended, is hereinafter referred to as the "Declaration".)
The Declaration now contemplates borrowings by the GPU
Companies from a syndicate of commercial banks (the "Banks")
pursuant to a renewal of their revolving credit agreement (the
"Credit Agreement") up to a maximum aggregate amount of
$250,000,000. Such borrowings would be evidenced by unsecured
promissory notes (the "Notes") issued by the GPU Companies from
time to time through December 31, 1997, maturing not more than
six months from their date of issue. The Notes will bear
interest at either (a) the Alternate Base Rate in effect from
time to time, (b) the CD Rate in effect from time to time, plus
an amount ranging from .375% to .625%, (c) the Eurodollar Rate in
effect from time to time, plus an amount ranging from .25% to
.50%, as such rates are defined in the Credit Agreement, or (d)
rates obtained as a result of competitive bidding by the Banks.
<PAGE>
Securities and Exchange Commission
October 13, 1994
Page 2
The Declaration further contemplates the issuance and
renewal by the GPU Companies of unsecured promissory notes (the
"Bank Notes") to various commercial banks pursuant to loan
participation arrangements and lines of credit. The total
principal amount of borrowings outstanding at any one time under
the Bank Notes together with the other borrowings contemplated by
the Declaration would not, however, exceed the amounts permitted
by the respective charters of JCP&L, Met-Ed and Penelec and, in
the case of GPU, $200,000,000. Each Bank Note would bear
interest at a rate (after giving effect to any fees or
compensating balance requirements) not in excess of 125% of the
greater of the lending bank's prime rate for commercial borrowing
and the federal funds rate plus 50 basis points, would mature not
more than nine months from the date of issue and would be
prepayable only to the extent provided therein.
The Declaration also contemplates the issuance and sale
by JCP&L, Met-Ed and Penelec, from time to time through December
31, 1997, of their unsecured promissory notes as commercial paper
("Commercial Paper") in denominations of $100,000 and multiples
thereof, maturing not more than 270 days from the date of
issuance. The Commercial Paper would not be prepayable prior to
maturity. The aggregate principal amount of Commercial Paper
outstanding at any one time together with the other borrowings
contemplated by the Declaration would not, however, exceed
amounts permitted by the respective charters of JCP&L, Met-Ed and
Penelec. The Commercial Paper will be offered and sold to one or
more commercial paper dealers or through placement agents who
will offer or resell, as the case may be, the Commercial Paper to
not more than 200 of their customers named on a non-public list.
In addition, the Declaration contemplates the issuance
and sale by the GPU Companies, from time to time through December
31, 1997, of their unsecured promissory notes ("Unsecured Notes")
evidencing short-term borrowings from lenders including banks,
insurance companies or other institutions. The Unsecured Notes
would mature not later than nine months after the date of their
issue, bear interest at a rate (after giving effect to any fees
and compensating balance requirements) not in excess of the
greater of 125% of a recognized prime rate and the federal funds
rate plus 50 basis points, would be prepayable only to the extent
therein provided and would not be issued as part of any public
offering. The total principal amount of borrowings outstanding
at any one time under the Unsecured Notes together with all other
borrowings contemplated by the Declaration would not, however,
exceed the amounts permitted by the respective charters of JCP&L,
Met-Ed and Penelec and, in the case of GPU, $200,000,000.
<PAGE>
Securities and Exchange Commission
October 13, 1994
Page 3
We have been counsel to GPU, a Pennsylvania
corporation, for many years. In such capacity, and as special
counsel to GPU's subsidiaries, JCP&L, Met-Ed and Penelec, we have
participated in various proceedings relating to the GPU Companies
and we are familiar with the terms of the outstanding securities
of the General Public Utilities holding company system.
In addition to the matters set forth in our previous
opinion dated March 9, 1992 and filed as Exhibit F-1 to the
Declaration, we have examined a copy of the Commission's Order,
dated March 18, 1992, permitting the Declaration, as then
amended, to become effective. We have also examined (a) the
Securities Certificate filed by Met-Ed with the Pennsylvania
Public Utility Commission ("PaPUC") and the order of the PaPUC
registering such Securities Certificate and (b) the Securities
Certificate filed by Penelec with the PaPUC and the order of the
PaPUC registering such Securities Certificate.
In addition, we have examined such corporate records,
documents and certificates as we have deemed necessary as a basis
for this opinion.
As to all matters of New Jersey law, we have relied
upon the opinion of Richard S. Cohen, Esq., which is being filed
as Exhibit F-2(a) to the Declaration. With respect to matters of
Pennsylvania law insofar as it applies to the transactions
contemplated by Met-Ed, we have relied upon the opinion of Ryan,
Russell, Ogden & Seltzer, which is being filed as Exhibit F-3(a)
to the Declaration. As to all other matters of Pennsylvania law,
we have relied upon the opinion of Ballard Spahr Andrews &
Ingersoll, which is being filed as Exhibit F-4(a) to the
Declaration.
Based upon the foregoing, we are of the opinion that,
subject to the conditions specified in the following paragraph:
(a) all State laws applicable to the proposed
transactions as contemplated in the Declaration will
have been complied with;
(b) GPU, JCP&L, Met-Ed and Penelec are each
validly organized and duly existing;
(c) the Notes, the Bank Notes, the Commercial
Paper and the Unsecured Notes will each be valid and
binding obligations of the respective issuers thereof
in accordance with their respective terms, subject to
the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws
(including, without limitations, the Atomic Energy Act
of 1954, as amended, and the regulations thereunder)
<PAGE>
affecting creditors' rights generally; and
<PAGE>
Securities and Exchange Commission
October 13, 1994
Page 4
(d) the issuance of the Notes, the Bank Notes,
the Commercial Paper and the Unsecured Notes will not
violate the legal rights of the holders of any
securities issued by any of the GPU Companies or any
company which is an "associate company" thereof, as
defined in the Act.
The foregoing opinions assume the following conditions
shall have been satisfied:
(1) the Commission shall have entered an appro-
priate order forthwith permitting the Declaration to
become effective; and
(2) the appropriate officers of each of the GPU
Companies shall, on their respective behalves, have
issued and sold to the extent contemplated by the
Declaration, the Notes, the Bank Notes, the Commercial
Paper and the Unsecured Notes against the receipt of
cash or renewal thereof equal to the principal amount
thereof, each of which (i) is issued, sold or renewed
in accordance with the terms and under the conditions
set forth in the Declaration, (ii) is not a part of a
public offering, (iii) does not involve, except in the
case of the Commercial Paper, the payment by the issuer
thereof in connection therewith of a finder's fee or
other fee, commission or other remuneration to any
third person (except an associate company of GPU) for
negotiating the transaction, (iv) is issued and sold
under circumstances which are permitted under Section
12(f) of the Act and paragraph (b)(2) of Rule 70 under
the Act, and (v) together with all other notes and
drafts representing unsecured borrowings at the time
outstanding does not exceed the amounts permitted to be
outstanding as authorized by Section 6(b) of the Act or
by order of the Commission or, in the case of JCP&L,
Met-Ed and Penelec, such lesser amounts as may be
imposed by their respective charters.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN
<PAGE>
(LETTERHEAD OF RICHARD S. COHEN)
Exhibit F-2(a)
October 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20459
Re: General Public Utilities Corporation
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Declaration on Form U-1
SEC File No. 70-7926
Dear Sirs:
I have examined Post-Effective Amendment No. 1, dated August
16, 1994, to the Declaration on Form U-1, dated December 24,
1991, as amended, under the Public Utility Holding Company Act of
1935 (the "Act"), of 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 herein as the "GPU
Companies"), which has been docketed in SEC File No. 70-7926, as
amended by Amendment No. 2 thereto, dated September 16, 1994, and
as to be amended by Post-Effective Amendment No. 3 thereto, dated
this date, of which this opinion is to be a part. (The
Declaration, as thus to be amended, is hereinafter referred to as
the "Declaration".)
The Declaration now contemplates borrowings by the GPU
Companies from a syndicate of commercial banks (the "Banks")
pursuant to a renewal of their revolving credit agreement (the
"Credit Agreement"), up to a maximum aggregate amount of
$250,000,000. Such borrowings would be evidenced by unsecured
promissory notes (the "Notes") issued by the GPU Companies from
time to time through December 31, 1997, maturing not more than
six months from their date of issue. The Notes will bear
interest at either (a) the Alternate Base Rate in effect from
time to time, (b) the CD Rate in effect from time to time, plus
an amount ranging from .375% to .625%, (c) the Eurodollar Rate in
effect from time to time, plus an amount ranging from .25% to
.50%, as such rates are defined in the Credit Agreement, or (d)
rates obtained as a result of competitive bidding by the Banks.
<PAGE>
The Declaration further contemplates the issuance and
renewal by the GPU Companies of unsecured promissory notes (the
"Bank Notes") to various commercial banks pursuant to loan
participation arrangements and lines of credit. The total
principal amount of borrowings outstanding at any one time under
the Bank Notes together with the other borrowings contemplated by
the Declaration would not, however, exceed the amounts permitted
by the respective charters of JCP&L, Met-Ed and Penelec and, in
the case of GPU, $200,000,000. Each Bank Note would bear
interest at a rate (after giving effect to any fees or
compensating balance requirements) not in excess of 125% of the
lending bank's prime rate for commercial borrowing and the
federal funds rate plus 50 basis points, would mature not more
than nine months from the date of issue and would be prepayable
only to the extent provided therein.
The Declaration also contemplates the issuance and sale by
JCP&L, Met-Ed and Penelec, from time to time through December 31,
1997, of their unsecured promissory notes as commercial paper
("Commercial Paper") in denominations of $100,000 and multiples
thereof, maturing not more than 270 days from the date of
issuance. The Commercial Paper would not be prepayable prior to
maturity. The aggregate principal amount of Commercial Paper
outstanding at any one time together with the other borrowings
contemplated by the Declaration would not, however, exceed
amounts permitted by the respective charters of JCP&L, Met-Ed and
Penelec. The Commercial Paper would be offered and sold to one
or more commercial paper dealers or through placement agents who
will offer or resell, as the case may be, the Commercial Paper to
not more than 200 of their customers named on a non-public list.
In addition, the Declaration contemplates the issuance and
sale by the GPU Companies, from time to time through December 31,
1997, of their unsecured promissory notes ("Unsecured Notes")
evidencing short-term borrowings from lenders including banks,
insurance companies or other institutions. The Unsecured Notes
would mature not later than nine months after the date of their
issue, bear interest at a rate (after giving effect to any fees
and compensating balance requirements) not in excess of 125% of a
recognized prime rate and the federal funds rate plus 50 basis
points, would be prepayable only to the extent therein provided
and would not be issued as part of any public offering. The
total principal amount of borrowings outstanding at any one time
under the Unsecured Notes together with all other borrowings
contemplated by the Declaration would not, however, exceed the
amounts permitted by the respective charters of JCP&L, Met-Ed and
Penelec and, in the case of GPU, $200,000,000.
I am Corporate Counsel of JCP&L, and am familiar with the
affairs of JCP&L, including the terms of its outstanding
securities.
<PAGE>
I have examined such corporate records, documents and
certificates as I have deemed necessary as a basis for this
opinion.
Based upon the foregoing and subject to the conditions
specified in the following paragraph, I am of the opinion,
insofar as the laws of the State of New Jersey are concerned,
that:
(a) all laws of the State of New Jersey applicable to
the proposed transactions as contemplated in the Declaration
will have been complied with;
(b) JCP&L is validly organized and duly existing under
New Jersey law;
(c) the Notes, the Bank Notes and the Commercial Paper
issued by JCP&L will each be valid and binding obligations
of JCP&L in accordance with their respective terms, subject
to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors' rights generally; and
(d) the issuance of the Notes, the Bank Notes and the
Commercial paper will not violate the legal rights of the
holders of any securities issued by JCP&L.
The foregoing opinions assume the following conditions shall
have been satisfied:
(1) the Commission shall have entered an appropriate
order forthwith permitting the Declaration to become
effective; and
(2) the appropriate officers of JCP&L, on behalf of
JCP&L, shall have issued and sold to the extent contemplated
by the Declaration, the Notes, the Bank Notes, the
Commercial Paper and the Unsecured Notes against the receipt
of cash or renewal thereof equal to the principal amount
thereof, each of which (i) is issued, sold or renewed in
accordance with the terms and under the conditions set forth
in the Declaration, and (ii) is issued and sold under
circumstances which are permitted under Section 12(f) of the
Act and paragraph (b) (2) of Rule 70 under the Act.
I hereby consent to the filing of this opinion as an exhibit
to the Declaration and in any proceedings before the Commission
that may be held in connection therewith.
Very truly yours,
Richard S. Cohen
<PAGE>
Exhibit F-3(a)
(LETTERHEAD OF RYAN, RUSSELL, OGDEN & SELTZER)
October 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20459
Re: Metropolitan Edison Company
Declaration on Form U-1
SEC File No. 70-7926
Dear Madams and Sirs:
On behalf of Metropolitan Edison Company ("Met-Ed"), we
have examined the above Declaration on Form U-1, dated December
24, 1991, as amended, under the Public Utility Holding Company
Act of 1935 (the "Act"), of General Public Utilities Corporation
("GPU"), Jersey Central Power & Light Company ("JCP&L"), Met-Ed
and Pennsylvania Electric Company ("Penelec") (collectively
referred to herein as the "GPU Companies"), which has been
docketed in SEC File No. 70-7926, and Post-Effective Amendment No
1 thereto, dated August 16, 1994, and Post-Effective Amendment
No. 2 thereto, dated September 16, 1994, and as to be amended by
Post-Effective Amendment No. 3 thereto, dated this date, which is
about to be filed and of which this opinion is to be a part.
(The Declaration, as so amended and as thus to be amended, is
hereinafter referred to as the "Declaration".)
The Declaration now contemplates that from time to
time, from the effective date of the authorization therein sought
through December 31, 1997, the GPU Companies will effect (1) the
issuance, sale and renewal of such Companies' respective
unsecured short-term promissory notes (the "Notes") to certain
banks under the terms of a renewed revolving credit agreement
("Credit Agreement"), with a syndicate of commercial banks (the
"Banks"), in amounts limited in the aggregate to $250 million at
any one time outstanding; (2) the issuance, sale and renewal by
the GPU Companies of their respective
<PAGE>
Securities and Exchange Commission
October 13, 1994
Page 2
unsecured short-term promissory notes (the "Bank Notes") pursuant
to loan participation arrangements and informal lines of credit
in amounts up to the limitations on short-term indebtedness
contained in their respective charters (and, in the case of GPU,
up to $200 million); (3) in the cases of JCP&L, Met-Ed and
Penelec, the issuance and sale of their respective unsecured
short-term promissory notes as commercial paper (the "Commercial
Paper") in amounts up to the limits permitted by their respective
charters; and (4) the issuance and sale from time to time through
December 31, 1997 of unsecured promissory notes ("Unsecured
Notes") evidencing short-term borrowings from lenders including
banks, insurance companies or other institutions in amounts up to
the limitations on short-term indebtedness contained in their
respective charters (and, in the case of GPU, up to $200
million). The total principal amount of all borrowings
contemplated by the Declaration would not, however, exceed the
amounts permitted by such company's charter (and in the case of
GPU, $200 million).
We have been counsel to Met-Ed, a Pennsylvania
corporation, for many years. In such capacity, we have
participated in various proceedings relating to Met-Ed and we are
familiar with the terms of the outstanding Met-Ed securities.
In addition to the matters set forth in our previous
opinion dated March 9, 1992 and filed as Exhibit F-3 to the
Declaration, we have examined a copy of the Commission's Order,
dated March 18, 1992, permitting the Declaration, as then
amended, to become effective. We have also prepared the
Securities Certificate filed by Met-Ed with the Pennsylvania
Public Utility Commission ("PaPUC") and reviewed the order of the
PaPUC registering such Securities Certificate and such other
records, minutes, documents and certificates as we have deemed
necessary as a basis for this opinion.
Based upon the foregoing, we are of the opinion that,
subject to the conditions specified in the following paragraph:
(a) all State laws applicable to the proposed
transactions on the part of Met-Ed as contemplated in the
Declaration will have been complied with;
(b) Met-Ed is validly organized and duly existing;
(c) the Met-Ed Notes, the Bank Notes, the Commercial
Paper and the Unsecured Notes will each be valid and binding
obligations of Met-Ed in accordance with their respective
terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws
(including, without limitation, the Atomic Energy Act of
1954, as amended, and the regulations thereunder) affecting
creditors' rights generally; and
<PAGE>
<PAGE>
Securities and Exchange Commission
October 13, 1994
Page 3
(d) the issuance of the Met-Ed Notes, the Bank Notes,
the Commercial Paper and the Unsecured Notes will not
violate the legal rights of the holders of any securities
issued by Met-Ed.
The foregoing opinion assumes that the following
conditions shall have been satisfied:
(1) the Commission shall have entered an appropriate
order forthwith permitting the Declaration to become
effective; and
(2) the appropriate officers of Met-Ed shall have
issued and sold, to the extent contemplated by the
Declaration, the Notes, the Bank Notes, the Commercial Paper
and the Unsecured Notes against the receipt of cash or
renewal thereof equal to the principal amount thereof, each
of which (i) is issued, sold or renewed in accordance with
the terms and under the conditions set forth in the
Declaration, and (ii) is issued and sold under circumstances
which are permitted under Section 12 (f) of the Act and
paragraph (b)(2) of Rule 70 of the General Rules and
Regulations under the Act.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
Ryan, Russell, Ogden & Seltzer
JAF/jlc
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Exhibit F-4(a)
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
October 13, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: General Public Utilities Corporation
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
Declaration on Form U-1
SEC File No. 70-7926
Gentlemen:
We have examined Post-Effective Amendment No. 1, dated
August 16, 1994, to the Declaration on Form U-1, dated
December 24, 1991, under the Public Utility Holding Company Act
of 1935 (the "Act"), of 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 "GPU
Companies"), which has been docketed in SEC File No. 70-7926, as
amended by Post-Effective Amendment No. 2 thereto, dated
September 16, 1994, and by Post-Effective Amendment No. 3
thereto, dated the date hereof, of which this opinion is to be a
part. (The Declaration, as so amended, is hereinafter referred
to as the "Declaration".)
The Declaration contemplates (1) the issuance, sale and
renewal by the GPU Companies of their respective unsecured
promissory notes (the "Notes") evidencing borrowings maturing not
more than six months from their date of issuance, to a group of
commercial banks under the terms of a revolving credit agreement
("Credit Agreement") with Citibank, N.A. and Chemical Bank as co-
agents (the "Co-Agents") and Chemical Bank, as administrative
agent, and in amounts up to an aggregate of $250 million at any
one time outstanding; (2) the issuance, sale and renewal by the
GPU Companies of their unsecured promissory notes (the "Bank
Notes"), maturing not more than nine months from their date of
issuance, to various commercial banks pursuant to loan
participation arrangements and lines of credit in amounts up to
the limitations on short-term indebtedness contained in their
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Securities and Exchange Commission
October 13, 1994
Page 2
respective charters and, in the case of GPU, up to $200 million
outstanding at any one time; (3) in the case of JCP&L, Met-Ed and
Penelec, the issuance and sale of their respective unsecured
promissory notes as commercial paper (the "Commercial Paper") in
denominations of $100,000 and multiples thereof maturing not more
than 270 days from their date of issuance, through one or more
commercial paper dealers or through placement agents in amounts
up to the limits permitted by the respective charters of JCP&L,
Met-Ed and Penelec; and (4) the issuance and sale by the GPU
Companies of their unsecured promissory notes (the "Unsecured
Notes") evidencing short-term borrowings maturing not more than
nine months from their date of issuance from lenders including
banks, insurance companies or other institutions, in amounts up
to the limits permitted by their respective charters and, in the
case of GPU, up to $200 million, in each case from time to time
until December 31, 1997. In no event would the aggregate
principal amount of all such borrowings contemplated by the
Declaration of any GPU Company outstanding at any one time exceed
the limitation on such indebtedness imposed by the respective
charters of JCP&L, Met-Ed and Penelec and, in the case of GPU,
$200 million.
We have been counsel to Penelec, a Pennsylvania
corporation, for many years and are familiar with the terms of
its outstanding securities. We have also acted as Pennsylvania
counsel in connection with the transactions contemplated by the
Declaration (a) to GPU, a Pennsylvania corporation, and (b) to
JCP&L, a New Jersey corporation which is qualified to do business
in Pennsylvania as a foreign corporation and owns certain
interests in utility facilities in Pennsylvania.
We have examined the Credit Agreement, the Securities
Certificate filed by Penelec with the Pennsylvania Public Utility
Commission with respect to the Credit Agreement and the Notes,
the order of the Pennsylvania Public Utility Commission
registering such Securities Certificate, the Commission's Order,
dated March 18, 1992, permitting the Declaration, as then
amended, to become effective and such corporate records,
documents and certificates as we have deemed necessary as a basis
for this opinion.
Based upon the foregoing, we are of the opinion, so far
as matters governed by the laws of the Commonwealth of
Pennsylvania are concerned, that, subject to the conditions
specified in the following paragraph:
(a) all Pennsylvania laws applicable to the
proposed transactions by GPU, JCP&L and Penelec as
contemplated in the Declaration will have been complied
with;
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Securities and Exchange Commission
October 13, 1994
Page 3
(b) GPU and Penelec are each validly organized
and duly existing under Pennsylvania law;
(c) the Notes, the Bank Notes, the Commercial
Paper and the Unsecured Notes to be issued by GPU and
Penelec will each be valid and binding obligations of
the respective issuers thereof in accordance with their
respective terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws (including, without
limitation, the Atomic Energy Act of 1954, as amended,
and the regulations thereunder) affecting creditors'
rights generally; and
(d) the issuance of the Notes, the Bank Notes,
the Commercial Paper and the Unsecured Notes by Penelec
will not violate the legal rights of the holders of any
securities issued by Penelec or its subsidiary, Ninevah
Water Company.
The foregoing opinions assume that the following
conditions shall have been satisfied:
(1) the Commission shall have entered an
appropriate order forthwith permitting the Declaration
to become effective; and
(2) the appropriate officers of GPU and Penelec
shall, on their respective behalves, have issued and
sold to the extent contemplated by the Declaration, the
Notes, the Bank Notes, the Commercial Paper and the
Unsecured Notes against the receipt of cash or renewal
thereof equal to the principal amount thereof, each of
which (i) is issued, sold or renewed in accordance with
the terms and under the conditions set forth in the
Declaration and (ii) is issued and sold under
circumstances which are permitted under Section 12(f)
of the Act and paragraph (b)(2) of Rule 70 of the
General Rules and Regulations under the Act.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BALLARD SPAHR ANDREWS &
INGERSOLL
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