Post-Effective Amendment No. 6 to
SEC File No. 70-7926
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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")
PENNSYLVANIA ELECTRIC COMPANY ("PENELEC")
2800 Pottsville Pike
Reading, Pennsylvania 19605
(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 W. Edwin Ogden, Esq.
and Treasurer Ryan, Russell, Ogden & Seltzer
M. A. Nalewako, Secretary 1100 Berkshire Boulevard
General Public Utilities P.O. Box 6219
Corporation Reading, Pennsylvania 19610
100 Interpace Parkway
Parsippany, New Jersey 07054
Robert C. Gerlach, Esq.
R.S. Cohen, Secretary Ballard Spahr Andrews &
Jersey Central Power & Light Ingersoll
Company 1735 Market Street
300 Madison Avenue Philadelphia, Pennsylvania
19103
Morristown, New Jersey 07960
Douglas E. Davidson, Esq.
W.C. Matthews, II, Secretary Berlack, Israels & Liberman LLP
Metropolitan Edison Company 120 West 45th Street
Pennsylvania Electric Company New York, New York 10036
2800 Pottsville Pike
Reading, Pennsylvania 19605
(Names and addresses of agents for service)<PAGE>
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 follows:
1. By filing the following exhibit in Item 6(a) thereof:
B-1(c) - Amended and Restated Credit Agreement.
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDER-
SIGNED 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: June 4, 1996<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
B-1(c) - Amended and Restated Credit Agreement.
<PAGE>
Exhibit B-1(c)
[EXECUTION COPY]
_______________________________________________________
U.S. $250,000,000
AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of May 6 , 1996
Among
GENERAL PUBLIC UTILITIES CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY,
as Borrowers
and
THE BANKS NAMED HEREIN,
as Banks
and
THE CHASE MANHATTAN BANK, N.A.,
as Administrative Agent
and
CITIBANK, N.A.,
as Syndication Agent
and
CITICORP SECURITIES, INC.
and
CHASE SECURITIES INC.,
as Arrangers
______________________________________________________________<PAGE>
T A B L E O F C O N T E N T S
Section Page
ARTICLE IDEFINITIONS AND ACCOUNTING TERMS
1.01. Certain Defined Terms . . . . . . . . . . . . . . 2
1.02. Computation of Time Periods . . . . . . . . . . . 17
1.03. Accounting Terms . . . . . . . . . . . . . . . . 18
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
2.01. The Committed Advances . . . . . . . . . . . . . 18
2.02. Conversion of Committed Advances . . . . . . . . 19
2.03. The Competitive Advances . . . . . . . . . . . . 20
2.04. Advances Generally . . . . . . . . . . . . . . . 24
2.05. Fees . . . . . . . . . . . . . . . . . . . . . . 25
2.06. Reduction of the Commitments . . . . . . . . . . 25
2.07. Repayment of Advances . . . . . . . . . . . . . . 25
2.08. Interest on Advances . . . . . . . . . . . . . . 26
2.09. Interest Rate Determination . . . . . . . . . . . 27
2.10. Prepayments . . . . . . . . . . . . . . . . . . . 27
2.11. Yield Protection . . . . . . . . . . . . . . . . 28
2.12. Payments and Computations . . . . . . . . . . . . 32
2.13. Sharing of Payments, Etc. . . . . . . . . . . . . 34
ARTICLE III CONDITIONS OF LENDING
3.01. Conditions Precedent to Effectiveness . . . . . . 35
3.02. Conditions Precedent to Each Borrowing . . . . . 36
3.03. Conditions Precedent to Certain Borrowings . . . 37
3.04. Conditions Precedent to Borrowings by ME and PE . 38
3.05. Reliance on Certificates . . . . . . . . . . . . 38
ARTICLE IV REPRESENTATIONS AND WARRANTIES
4.01. Representations and Warranties of the Borrowers . 38
ARTICLE V COVENANTS OF THE BORROWERS
5.01. Affirmative Covenants . . . . . . . . . . . . . . 42
5.02. Negative Covenants . . . . . . . . . . . . . . . 44
5.03. Reporting Requirements . . . . . . . . . . . . . 49
ARTICLE VI EVENTS OF DEFAULT
6.01. Events of Default . . . . . . . . . . . . . . . . 52
6.02. Declaration by the Administrative Agent . . . . . 54
ARTICLE VII THE SYNDICATION AGENT AND THE ADMINISTRATIVE AGENT
7.01. Authorization and Action . . . . . . . . . . . . 54
7.02. The Syndication Agent and the Administrative Agent 55
7.03. Reliance of the Syndication Agent and
the Administrative Agent, Etc. . . . . . . . . 55
<PAGE>
Section Page
7.04. Citibank, CMB and their Affiliates . . . . . . . 56
7.05. Indemnification . . . . . . . . . . . . . . . . . 56
7.06. Successor Agents . . . . . . . . . . . . . . . . 57
ARTICLE VIII MISCELLANEOUS
8.01. Amendments, Etc. . . . . . . . . . . . . . . . . 58
8.02. Notices, Etc. . . . . . . . . . . . . . . . . . . 59
8.03. No Waiver; Remedies . . . . . . . . . . . . . . . 60
8.04. Costs, Expenses and Taxes . . . . . . . . . . . . 60
8.05. Right of Set-off . . . . . . . . . . . . . . . . 61
8.06. Bank Credit Decisions . . . . . . . . . . . . . . 61
8.07. Binding Effect. . . . . . . . . . . . . . . . . . 61
8.08. Assignments and Participations . . . . . . . . . 62
8.09. Waiver of Jury Trial . . . . . . . . . . . . . . 65
8.10. Governing Law . . . . . . . . . . . . . . . . . . 66
8.11. Execution in Counterparts . . . . . . . . . . . . 66
8.12. Integration . . . . . . . . . . . . . . . . . . . 66
8.13. Severability . . . . . . . . . . . . . . . . . . 66
8.14. Headings . . . . . . . . . . . . . . . . . . . . 66
ii<PAGE>
Schedules
Schedule I - List of Applicable Lending Offices
Schedule II - Senior Debt Documents
Exhibits
Exhibit A-1 - Form of GPU Committed Advance Note
Exhibit A-2 - Form of JC Committed Advance Note
Exhibit A-3 - Form of ME Committed Advance Note
Exhibit A-4 - Form of PE Committed Advance Note
Exhibit B-1 - Form of GPU Competitive Advance Note
Exhibit B-2 - Form of JC Competitive Advance Note
Exhibit B-3 - Form of ME Competitive Advance Note
Exhibit B-4 - Form of PE Competitive Advance Note
Exhibit C - Form of Notice of Conversion
Exhibit D-1 - Form of Notice of Committed Borrowing
Exhibit D-2 - Form of Request for Competitive Borrowing
Exhibit D-3 - F o rm of Notice of Competitive Borrowing
Request
Exhibit D-4 - Form of Competitive Advance Offer
Exhibit E - Form of Opinion of Berlack, Israels & Liberman
LLP
Exhibit F - Form of Opinion of King & Spalding
Exhibit G - Form of Assignment and Acceptance
iii<PAGE>
THIS AMENDED AND RESTATED CREDIT AGREEMENT (the
"Agreement"), dated as of May 6, 1996, among:
(i)GENERAL PUBLIC UTILITIES CORPORATION, a
Pennsylvania corporation ("GPU"), JERSEY CENTRAL
POWER & LIGHT COMPANY, a New Jersey corporation
( " J C " ) , METROPOLITAN EDISON COMPANY, a
Pennsylvania corporation ("ME"), and PENNSYLVANIA
ELECTRIC COMPANY, a Pennsylvania corporation ("PE"
a n d together with GPU, JC and ME being,
c o l l e c t i vely, the "Borrowers" and each
individually a "Borrower");
(ii)each Bank listed on the signature pages
hereof (the "Banks");
(iii)THE CHASE MANHATTAN BANK, N.A. ("CMB"),
a s administrative agent (the "Administrative
Agent") for the Banks; and
( i v ) C I T I BANK, N.A. ("Citibank"), as
syndication agent (the "Syndication Agent") for
the Banks.
PRELIMINARY STATEMENTS
(1) Immediately prior to the execution hereof,
the Existing Credit Agreement (as hereinafter defined) was
amended by the Third Amendment of even date herewith, in
accordance with the terms of the Existing Credit Agreement.
(2) Pursuant to the Existing Credit Agreement,
as amended by the Third Amendment, the Borrowers irrevocably
terminated the Commitments of all Banks party thereto except
Citibank and CMB.
(3) The Borrowers have requested that CMB and
Citibank amend and restate the Existing Credit Agreement, as
amended by the Third Amendment, and that CMB, Citibank and the
other Banks provide the credit facility hereinafter described in
the amounts and on the terms and conditions set forth herein (the
"Facility"). The Banks have so agreed on the terms and
conditions set forth herein, and the Administrative Agent and the
Syndication Agent have agreed to act as agents in such capacities
as provided herein.
Based upon the foregoing and subject to the terms
and conditions set forth in this Agreement, the parties hereto
hereby agree as follows:
<PAGE>
2
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.1 Certain Defined Terms. As used in
this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
"Advance" means a Committed Advance or a
Competitive Advance (each of which shall be a
"Class" of Advance).
"Affiliate" means, with respect to any Person,
a n y t r a de or business (whether or not
incorporated) which is a member of a group of
which such Person is a member and which is under
common control within the meaning of Section 414
of the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated
and rulings issued thereunder.
"Alternate Base Rate" means, for any day, a
rate per annum (rounded upwards, if necessary, to
the next 1/8 of 1%) equal to the greater of:
(a)the Prime Rate in effect on such day;
and
(b)the Federal Funds Rate in effect on such
day plus 1/2 of 1% per annum.
For purposes hereof, the term "Prime Rate" shall
mean the rate of interest per annum publicly
announced from time to time by the Administrative
Agent as its prime rate in effect at its principal
office in New York City; each change in the Prime
Rate shall be effective on the date such change is
announced as effective. If for any reason the
Administrative Agent shall have determined (which
determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal
Funds Rate for any reason, including the inability
or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms
h e r e of, the Alternate Base Rate shall be
determined without regard to clause (b) of the
first sentence of this definition until the
circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective on the
effective date of such change in the Prime Rate or
the Federal Funds Rate, respectively.
<PAGE>
3
" A p plicable Lending Office" means, with
respect to each Bank, such Bank's Domestic Lending
Office in the case of a Base Rate Advance, such
Bank's CD Lending Office in the case of a CD Rate
Advance, and such Bank's Eurodollar Lending Office
in the case of a Eurodollar Rate Advance and, in
the case of a Competitive Advance, the office of
s u c h Bank specified by such Bank to the
Administrative Agent as its Applicable Lending
Office with respect to such Competitive Advance.
"Applicable Margin" means, on any date prior
to the Rate Approval Date, for a Eurodollar Rate
Advance or a CD Rate Advance, the basis points per
annum set forth, in the columns identified as
Level 1, Level 2, Level 3, Level 4 or Level 5
below, opposite the rate applicable to such
Advance.
Level 1 Level 2 Level 3 Level 4 Level 5
S&P A- or Better BBB+ BBB BBB- BB+ or below*
Moody's A3 or Better Baa1 Baa2 Baa3 Ba1 or below*
D&P A- or better BBB+ BBB BBB- BB+ or below*
Basis Points Per Annum
Eurodolla 25.00 30.00 32.50 37.50 50.00
Rate
CD Rate 37.50 42.50 45.00 50.00 62.50
* or unrated
On any date on and after the Rate Approval Date, "Applicable
Margin" shall mean, 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, Level 5 or
Level 6 below, opposite the rate applicable to such Advance.
Level 1 Level 2 Level 3 Level 4 Level 5
S&P A- or Better BBB+ BBB BBB- BB+ or below*
Moody's A3 or Better Baa1 Baa2 Baa3 Ba1 or below*
D&P A- or better BBB+ BBB BBB- BB+ or below*
Basis Points Per Annum
Eurodolla 25.00 30.00 32.50 37.50 50.00
Rate
CD Rate 37.50 42.50 45.00 50.00 62.50
or unrated
The Applicable Margin for a Borrower will be based upon the
Level corresponding to such Borrower s Debt Rating at the time
of determination. 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.
" A r r angers" means, Chase Securities Inc. and Citicorp
Securities, Inc., and "Arranger" means either thereof.
" A ssignment and Acceptance" means an assignment and
acceptance entered into by an assigning Bank and an Eligible
Assignee, in substantially the form of Exhibit G hereto, which
assignment and acceptance is accepted by the Administrative
Agent, in accordance with Section 8.08.
"Base Rate Advance" means a Committed Advance which bears
interest as provided in Section 2.08(c).
"Borrowing" means a Committed Borrowing or a Competitive
Borrowing (each of which shall be a "Class" of Borrowing).
"Business Day" means a day of the year on which banks are
not required or authorized to close in New York City and, if
the applicable Business Day relates to any Eurodollar Rate
Advances, on which dealings are carried on in the London
interbank market.
"CD Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "CD Lending Office"
opposite its name on Schedule I hereto (or, if no such office
is specified, its Domestic Lending Office) or such other office
of such Bank as such Bank may from time to time specify to the
Borrowers and the Administrative Agent.
"CD Rate" means, for each Interest Period for each CD Rate
Advance comprising part of the same Borrowing, an interest rate
per annum equal to the sum of:
(a) the rate per annum obtained by multiplying (i) the
rate of interest determined by the Administrative Agent to
be the average (rounded upward to the nearest whole
multiple of 1/100 of 1% per annum, if such average is not
such a multiple) of the consensus bid rate determined by
each of the Reference Banks for the bid rates per annum at
10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period, of
New York certificate of deposit dealers of recognized
standing selected by such Reference Bank for the purchase
at face value of certificates of deposit of such Reference
Bank in the amount of $1,000,000 and with a maturity equal
<PAGE>
5
to such Interest Period, times (ii) the Domestic Reserve
Adjustment in effect from time to time during such Interest
Period, plus
(a) the FDIC Assessment Rate as in effect from time to
time for such Interest Period.
The CD Rate for the Interest Period for each CD Rate Advance
comprising part of the same Borrowing shall be determined by
the Administrative Agent on the basis of applicable rates
furnished to and received by the Administrative Agent from the
Reference Banks on the first day of such Interest Period,
subject, however, to the provisions of Sections 2.09 and
2.11(g) hereof.
"CD Rate Advance" means a Committed Advance which bears
interest as provided in Section 2.08(b).
"Change in Control" means the occurrence of either of the
following: (i) any entity, person (within the meaning of
Section 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than
any Borrower) which theretofore was beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of less than 20%
of GPU s then outstanding common stock either (x) acquires
shares of common stock of GPU in a transaction or series of
transactions that results in such entity, person or group
directly or indirectly owning beneficially 20% or more of the
outstanding common stock of GPU, or (y) acquires by proxy or
otherwise the right to vote for the election of directors, for
any merger, combination or consolidation of or any of its
direct or indirect subsidiaries, or for any other matter or
q u estion more than 20% of the then outstanding voting
securities of GPU (except where such acquisition is made by a
person or persons appointed by at least a majority of the board
of directors of GPU to act as proxy for any purpose); or (i)
the election or appointment, within a twelve-month period, of
persons to GPU s board of directors who were not directors of
GPU at the beginning of such twelve-month period, and whose
election or appointment was not approved by a majority of those
persons who were directors at the beginning of such period,
where such newly elected or appointed directors constitute 30%
or more of the directors of the board of directors of GPU.
"Commitment" has the meaning specified in Section 2.01.
"Committed Advance" means an advance by a Bank to a
Borrower as part of a Committed Borrowing and refers to a
Eurodollar Rate Advance, a CD Rate Advance or a Base Rate
Advance each of which shall be a "Type" of Committed Advance.
The Type of Committed Advance may change from time to time as
and when such Advance is Converted. For purposes of this
Agreement, all Committed Advances of a Bank (or portions
thereof) of the same Type, having the same Interest Period and
<PAGE>
6
made or Converted on the same day shall be deemed to be a
single Advance by such Bank until repaid or next Converted.
"Committed Advance Note" means a promissory note of any
Borrower payable to the order of any Bank, in substantially the
form of Exhibits A-1 to and including A-4 hereto, evidencing
the aggregate indebtedness of such Borrower to such Bank
resulting from the Committed Advances made by such Bank to such
Borrower.
"Committed Borrowing" means a borrowing consisting of
simultaneous Committed Advances of the same Type made by each
of the Banks pursuant to Section 2.01. A Committed Borrowing
may be referred to herein as being a "Type" of Committed
Borrowing, corresponding to the Type of Committed Advances
comprising such Borrowing. For purposes of this Agreement, all
Committed Advances of the same Type, having the same Interest
Period and made or Converted on the same day shall be deemed a
single Committed Borrowing hereunder until repaid or next
Converted.
"Competitive Advance" means an advance by a Bank to a
Borrower as part of a Competitive Borrowing resulting from the
auction bidding procedure described in Section 2.03.
"Competitive Advance Note" means a promissory note of any
Borrower payable to the order of any Bank, in substantially the
form of Exhibits B-1 to and including B-4 hereto, evidencing
the aggregate indebtedness of such Borrower to such Bank
resulting from the Competitive Advances made by such Bank to
such Borrower.
"Competitive Borrowing" means a borrowing consisting of
simultaneous, if more than one, Competitive Advances from each
of the Banks whose offer to make one or more Competitive
Advances as part of such borrowing has been accepted by a
Borrower under the procedures described in Section 2.03.
"Competitive Reduction" has the meaning specified in
Section 2.01(a).
"Consolidation" refers to the consolidation of the accounts
of a Borrower and its Subsidiaries in accordance with generally
a c c epted accounting principles, including principles of
consolidation, consistently applied, and "consolidated" shall
be construed accordingly.
"Conversion", "Convert" or "Converted" each refers to a
conversion of Committed Advances pursuant to Section 2.02,
including but not limited to any selection of a longer or
shorter Interest Period to be applicable to such Advances.
"Debt" of any Person means (i) indebtedness for borrowed
money, (i) obligations evidenced by bonds, debentures, notes
or other similar instruments, (i) obligations to pay the
<PAGE>
7
d e f e rred purchase price of property or services, (i)
obligations as lessee under leases which shall have been or
should be, in accordance with generally accepted accounting
principles, recorded as capital leases, (i) obligations under
direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to
in clauses (i) through (iv) above, (i) liabilities in respect
of unfunded vested benefits under Plans, and (i) withdrawal
liability incurred under ERISA by such Person or any of its
Affiliates to any Multiemployer Plan.
"Debt Rating", with respect to any Subsidiary Borrower,
means the lower of such Subsidiary Borrower' two highest Senior
Secured Debt Ratings, and, with respect to GPU, (i) GPU has
Senior Unsecured Debt Ratings, means the lower of GPU' two
highest Senior Unsecured Debt Ratings, (i) GPU does not have
Senior Unsecured Debt Ratings but EI Energy does, the lower of
EI Energy' two highest Senior Unsecured Debt Ratings and (i)
neither GPU nor EI Energy has Senior Unsecured Debt Ratings,
the Senior Secured Debt Rating corresponding to the lowest Debt
Rating attributable to a Subsidiary Borrower, in all cases, at
the time of determination.
"Domestic Lending Office" means, with respect to any Bank,
the office of such Bank specified as its "Domestic Lending
Office" opposite its name on Schedule I hereto or such other
office of such Bank as such Bank may from time to time specify
to the Borrowers and the Administrative Agent.
"Domestic Reserve Adjustment" means, during an Interest
Period for CD Rate Advances comprising a single Borrowing, a
fraction (expressed as a decimal), the numerator of which is
the number one and the denominator of which is the number one
m i nus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental
reserves) in effect from time to time during such Interest
Period, expressed as a decimal, established by the Board of
Governors of the Federal Reserve System (or any successor) and
any other banking authority to which the Administrative Agent
is subject, for nonpersonal time deposits in U.S. dollars of
over $100,000, with maturities approximately equal to the
Interest Period in effect for such Advances. The Domestic
Reserve Adjustment shall be determined from time to time by the
Administrative Agent, shall be the same for all CD Rate
Advances comprising the same Borrowing and shall be adjusted
automatically on and as of the effective date of each change in
any reserve requirement.
"D&P" means Duff & Phelps, Inc. or any successor thereto.
"EI" means Energy Initiatives, Inc., a Delaware corporation
and wholly owned subsidiary of GPU.
<PAGE>
8
"EI Energy" means EI Energy, Inc., a Delaware corporation
and wholly owned subsidiary of GPU.
"EI Power" means EI Power, Inc., a Delaware corporation and
wholly owned subsidiary of GPU.
"EI UK" means EI UK Holdings, Inc., a Delaware corporation
and indirect wholly owned subsidiary of GPU.
"Eligible Assignee" means any of the following entities:
(i) a financial institution organized under the laws of the
United States, or any State thereof, and having total assets in
excess of $1,000,000,000; and (i) a financial institution
organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development,
or a political subdivision of any such country, and having
total assets in excess of $1,000,000,000, provided that such
financial institution is acting through a branch or agency
located in the United States.
"ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.
"ERISA Affiliate" means, with respect to any Person, any
trade or business (whether or not incorporated) which is a
" c ommonly controlled entity" within the meaning of the
regulations under Section 414 of the Internal Revenue Code of
1986, as amended from time to time.
"ERISA Plan Termination Event" means (i) a Reportable Event
described in Section 4043 of ERISA and the regulations issued
thereunder (other than a Reportable Event not subject to the
provision for 30-day notice to the PBGC under such regulations)
with respect to a Plan or a Multiemployer Plan, or (i) the
withdrawal of a Borrower or any of its ERISA Affiliates from a
Plan or a Multiemployer Plan during a plan year in which it was
a substantial employer as defined in Section 4001(a)(2) of
ERISA, or (i) the filing of a notice of intent to terminate a
Plan or a Multiemployer Plan or the treatment of a Plan or a
Multiemployer Plan under Section 4041 of ERISA, or (i) the
i n s t itution of proceedings to terminate a Plan or a
Multiemployer Plan by the PBGC, or (i) any other event or
condition which might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee
to administer, any Plan or Multiemployer Plan.
"Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.
"Eurodollar Lending Office" means, with respect to any
Bank, the office of such Bank specified as its "Eurodollar
Lending Office" opposite its name on Schedule I hereto (or, if
no such office is specified, its Domestic Lending Office) or
<PAGE>
9
such other office of such Bank as such Bank may from time to
time specify to the Borrowers and the Administrative Agent.
"Eurodollar Rate" means, for each Interest Period for each
Eurodollar Rate Advance comprising part of the same Borrowing,
an interest rate per annum equal to the average (rounded upward
to the nearest whole multiple of 1/16 of 1% per annum, if such
average is not such a multiple) of the rate per annum at which
deposits in U.S. dollars are offered by the principal office of
each of the Reference Banks in London, England to prime banks
in the London interbank market at 11:00 A.M. (London time) two
Business Days before the first day of such Interest Period in
an amount of $1,000,000 and for a period equal to such Interest
Period. The Eurodollar Rate for the Interest Period for each
Eurodollar Rate Advance comprising part of the same Borrowing
shall be determined by the Administrative Agent on the basis of
a p p l i c a ble rates furnished to and received by the
Administrative Agent from the Reference Banks two Business Days
before the first day of such Interest Period, subject, however,
to the provisions of Sections 2.09 and 2.11(g).
"Eurodollar Rate Advance" means a Committed Advance which
bears interest as provided in Section 2.08(a).
"Eurodollar Reserve Percentage" of any Bank for each
Interest Period for each Eurodollar Rate Advance means the
reserve percentage applicable during such Interest Period (or
if more than one such percentage shall be so applicable, the
daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so
applicable) under Regulation D or other regulations issued from
time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement, without
benefit of or credit for proration, exemptions or offsets) for
such Bank with respect to liabilities or assets consisting of
or including Eurocurrency Liabilities having a term equal to
such Interest Period.
"Event of Default" has the meaning specified in Section
6.01.
"Existing Credit Agreement" means the Credit Agreement,
dated as of March 19, 1992, among the Borrowers, Citibank and
C h e m i c al Bank, as Co-Agents, and Chemical Bank, as
Administrative Agent, and certain Banks named therein, as
amended by the parties thereto as of November 1, 1994 and
October 24, 1995.
"External Line" means any arrangement (other than pursuant
to this Agreement or the Senior Debt Documents) with any
commercial bank pursuant to which such commercial bank has
agreed (whether or not such agreement shall constitute a
committed facility or shall otherwise be legally enforceable)
<PAGE>
10
to make unsecured loans or extend credit on an unsecured basis
to one or more Borrowers up to a specified amount either on a
demand basis or for periods of not in excess of 270 days or any
similar financing arrangement commonly known as a "line of
credit".
"FDIC Assessment Rate" means, during an Interest Period for
CD Rate Advances comprising a single Borrowing, the annual rate
(rounded upwards, if necessary, to the next 1/100 of 1%) most
recently estimated by the Administrative Agent as the then
current annual assessment rate payable by the Administrative
Agent to the Federal Deposit Insurance Corporation (or any
s u c cessor) for insurance by such Corporation (or such
successor) of time deposits made in U.S. dollars at the
Administrative Agent's domestic offices. The FDIC Assessment
Rate shall be the same for all CD Rate Advances comprising the
same Borrowing and shall be adjusted automatically on and as of
the effective date of each change in any such rate.
"Facility Fee" means a fee which shall be payable on the
full amount of the Facility, irrespective of usage, quarterly
in arrears, on a 360-day basis, to each of the Banks pro rata
on the amount of their respective Commitments. As described
below, the Facility Fee at all times prior to the Rate Approval
Date will be determined with reference to the basis points per
annum set forth in the columns identified as Level 1, Level 2,
Level 3, Level 4 or Level 5 and the Debt Ratings of the
Borrowers.
<PAGE>
11
Level 1 Level 2 Level 3 Level 4 Level 5
S&P A- or better BBB+ BBB BBB- BB+ or below*
Moody's A3 or better Baa1 Baa2 Baa3 Ba1 or below*
D&P A- or better BBB+ BBB BBB- BB+ or below*
Basis Points 12.50 17.50 20.00 25.00 37.50
*or unrated
At all times on and after the Rate Approval Date, the
Facility Fee will be determined with reference to the basis
points per annum set forth in the columns identified as
Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 and
the Debt Ratings of the Borrowers.
Level 1 Level 2 Level 3 Level 4 Level 5* Level 6
S&P A- or BBB+ BBB BBB- BB+ BB or below*
better
Moody's A3 or Baa1 Baa2 Baa3 Bal Ba or below*
better
D&P A- or BBB+ BBB BBB- BB+ BB or below*
better
Basis
Points 12.50 17.50 20.00 25.50 37.50 50.00
*or unrated
For purposes of determining the Level applicable to a
Borrower, the Debt Rating thereof shall control. The
Facility Fee shall be determined with reference only to the
lowest Level (numerically highest) applicable to any of the
Borrowers pursuant to the preceding sentence. 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.
"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period
to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the
succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for the day of
<PAGE>
12
such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by
it.
"Fee Letter" has the meaning specified in Section 2.05(b).
"Interest Period" means, for each Advance made as part of
the same Borrowing, the period commencing on the date of such
Advance and ending on the date of maturity of such Advance, as
selected by the respective Borrower of such Borrowing in the
Notice of Committed Borrowing or Request for Competitive
Borrowing relating thereto; provided, however, that:
(i) the duration of the Interest Periods for all
Advances made as part of the same Borrowing shall be
identical and shall be:
(A) in the case of Eurodollar Rate Advances, 1, 2, 3
or 6 months,
(B) in the case of CD Rate Advances, 30, 60, 90 or 180
days,
(C) in the case of Base Rate Advances, 180 days, and
(D) in the case of Competitive Advances, not less than
14 nor more than 180 days;
(ii) any Interest Period which commences before the
Termination Date and would otherwise end after such
Termination Date shall end on such Termination Date;
(iii) Interest Periods for Advances comprising part
of the same Borrowing shall be of the same duration;
(iv) if, with respect to any Eurodollar Rate
Advance, there is no numerically corresponding day in the
calendar month that is 1, 2, 3 or 6 months, as the case may
be, after the first day of the Interest Period therefor,
the last day of the Interest Period for such Eurodollar
Rate Advance shall occur on the last Business Day of such
calendar month; and
(v) whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day,
the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day, provided, in the
case of any Interest Period for a Eurodollar Rate Advance,
that if such extension would cause the last day of such
Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on
the next preceding Business Day.
"Lien" has the meaning specified in Section 5.02(a).
<PAGE>
13
"Majority Banks" means at any time Banks that, in the
aggregate, meet the following two criteria: (i) represent at
least 66-2/3% of the then aggregate unpaid principal amount of
the Advances owing to Banks, and (i) represent at least 66-2/3%
of the Commitments. Determination of the Majority Banks (and
of Banks satisfying criteria (i) or (ii) above for any other
purpose hereunder) shall be made by the Administrative Agent
and shall be conclusive and binding absent manifest error.
"ME Approval Date" means the date upon which the conditions
set forth in Section 8.07(b) shall have been satisfied with
respect to ME.
"Moody's" means Moody's Investors Service, Inc. or any
successor thereto.
"Multiemployer Plan" means a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA maintained for employees
of a Borrower or any ERISA Affiliate of such Borrower.
"Note means a Committed" Advance Note or a Competitive
Advance Note.
"Notice of Borrowing" means a Notice of Committed Borrowing
or a Request for Competitive Borrowing.
"Notice of Committed Borrowing' has the meaning specified
in Section 2.01(b).
"PaPUC" means the Pennsylvania Public Utility Commission or
any governmental entity which may be substituted therefor.
"PBGC" means the Pension Benefit Guaranty Corporation or
any successor thereto.
"PE Approval Date" means the date upon which the conditions
set forth in Section 8.07(b) shall have been satisfied with
respect to PE.
"Person" means an individual, partnership, corporation
(including a business trust), limited liability company, joint
stock company, trust, unincorporated association, joint venture
or other entity, or a government or any political subdivision
or agency thereof.
"Plan" means an employee benefit plan (other than a
Multiemployer Plan) maintained for employees of a Borrower or
any ERISA Affiliate of such Borrower and covered by Title IV of
ERISA.
"Rate Approval Date" means the date upon which the
Borrowers shall be authorized by an appropriate final order of
the SEC under the Utility Act to pay the higher level of
Facility Fees and Applicable Margins reflected in the second
<PAGE>
14
pricing grid set forth in the definitions of the terms
Facility Fee and Applicable Margin .
"'Reference Banks" means CMB and Citibank and, if the
Administrative Agent, the Syndication Agent and GPU agree, one
other Bank as may be determined by them.
" R equest for Competitive Borrowing" has the meaning
specified in Section 2.03(a).
"SEC" means the Securities and Exchange Commission or any
governmental entity which may be substituted therefor.
"Senior Debt" means Debt of a Borrower under a Senior Debt
Document, and any extensions, renewals or refinancings of any
s u ch Debt, provided that, in connection with any such
extension, renewal or refinancing, the principal amount of such
Debt shall not be increased.
"Senior Debt Document" means any of those agreements and
o t her documents listed on Schedule II hereto, as such
agreements and other documents may be amended or supplemented
from time to time.
"Senior Secured Debt" means Debt of a Subsidiary Borrower
that constitutes the senior secured non-credit enhanced long-
term debt of such Subsidiary Borrower.
"Senior Secured Debt Ratings" of a Subsidiary Borrower
means the Senior Secured Debt ratings of such Subsidiary
Borrower by S&P, D&P and Moody's.
"Senior Unsecured Debt" means senior unsecured non-credit
enhanced long-term debt of GPU or EI Energy, as the case may
be.
"Senior Unsecured Debt Ratings" means the Senior Unsecured
Debt ratings of GPU or EI Energy, as the case may be, assigned
by S&P, D&P and Moody's.
"S&P" means Standard & Poor's Ratings Group, a division of
McGraw Hill, or any successor thereto.
"Significant Subsidiary" means any Subsidiary of a Borrower
that, as of any date of determination, accounts for more than
5% of the consolidated assets of such Borrower.
"Subsidiary" means, with respect to any Person, any
corporation or other entity of which more than 50% of (A) the
outstanding capital stock having ordinary voting power to elect
a majority of the board of directors of such corporation
(irrespective of whether or not at the time capital stock of
any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency) or
(B) other comparable equity interest, is at the time directly
<PAGE>
15
or indirectly owned by such Person, by such Person and one or
more other Subsidiaries, or by one or more other Subsidiaries.
"Subsidiary Borrower" means each of JC, ME and PE.
"Termination Date" means the earlier to occur of (i)
December 31, 1997 or, if the conditions precedent set forth in
Section 3.02(a)(iii)(A) have been satisfied prior thereto, the
fifth anniversary of the date hereof and (i) the date of
termination in whole of the Commitments pursuant to Section
2.06 or 6.02.
"Third Amendment" means the Third Amendment to the Existing
Credit Agreement, dated as of May 6, 1996, among the parties to
the Existing Credit Agreement.
" T o t a l C a p italization" means the sum of (i)
consolidated Debt of GPU and its Subsidiaries, plus (i) the sum
of the capital stock (excluding treasury stock and capital
stock subscribed for and unissued) and surplus (including
earned surplus, capital surplus, translation adjustment and the
balance of the current profit and loss account not transferred
to surplus) accounts of GPU and its Subsidiaries appearing on a
consolidated balance sheet of GPU and its Subsidiaries, in each
case prepared as of the date of determination in accordance
with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements
r e f erred to in Section 4.01(e), after eliminating all
intercompany transactions and all amounts properly attributable
to minority interests, if any, in the stock and surplus of
subsidiaries.
"Unmatured Default" means the occurrence and continuance of
an event which, with the giving of notice or lapse of time, or
both, would constitute an Event of Default.
"Utility Act' means the Public Utility Holding Company Act
of 1935, as amended from time to time.
SECTION 1.2. Computation of Time Periods. In this Agreement in
the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including"
and the words "to" and "until" each means "to but excluding'.
SECTION 1.3 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred
to in Sections 3.01(d) and 4.01(e).
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
<PAGE>
16
SECTION 2.1 The Committed Advances. (a) Each Bank severally
agrees, on the terms and conditions hereinafter set forth, to
make Committed Advances to any Borrower from time to time on any
Business Day during the period from the date hereof until the
Termination Date in an aggregate amount as to all Borrowers not
to exceed at any time outstanding the amount set opposite such
Bank s name on the signature pages hereof, as such amount may be
r e d uced pursuant to Section 2.06 or 6.02 (such Bank s
" C ommitment"), provided that the aggregate amount of the
Commitments of the Banks shall be deemed used from time to time
to the extent of the aggregate amount of the Competitive Advances
then outstanding and such deemed use of the aggregate amount of
the Commitments shall be applied to the Banks ratably according
to their respective Commitments (such deemed use of the aggregate
amount of the Commitments being a "Competitive Reduction"). In
no event shall any Borrower be entitled to request or receive any
Advance that would cause the aggregate principal amount of
Advances outstanding hereunder to exceed the aggregate of the
Commitments for all of the Banks. Each Committed Borrowing shall
be in an aggregate amount not less than $10,000,000 or in an
integral multiple of $1,000,000 in excess thereof and shall
consist of Committed Advances of the same Type made on the same
day to any one Borrower by the Banks ratably according to their
respective Commitments. Within the limits of each Bank s
Commitment, any Borrower may from time to time borrow, repay
pursuant to Section 2.07 or prepay pursuant to Section 2.10(b),
and reborrow under this Section 2.01(a).
(a) Each Committed Borrowing shall be made on notice,
given (i) in the case of a Borrowing consisting of Eurodollar
Rate Advances, not later than 10:30 A.M. (New York City time) on
the third Business Day prior to the date of the proposed
Committed Borrowing; (i) in the case of a Borrowing consisting of
CD Rate Advances, not later than 10:30 A.M. (New York City time)
on the second Business Day prior to the day of the proposed
Committed Borrowing; and (i) in the case of a Borrowing
consisting of Base Rate Advances, not later than 10:30 A.M. (New
York City time) on the day of the proposed Committed Borrowing,
by any Borrower to the Administrative Agent, which shall give to
each Bank prompt notice thereof and of each other notice received
from any Borrower hereunder by telex, telecopy, cable or
telephone, confirmed immediately in writing. Each such notice of
a Committed Borrowing (a "Notice of Committed Borrowing") shall
be by telex, telecopy, cable or telephone, confirmed immediately
in writing signed by a duly authorized officer of such Borrower,
in substantially the form of Exhibit D-1 hereto, specifying
therein the name of the Borrower and the requested (i) date of
s u ch Committed Borrowing, (i) Type of Committed Advances
comprising such Committed Borrowing, (i) aggregate amount of such
Committed Borrowing, and (i)Interest Period for each such
Committed Advance. In the case of a proposed Committed Borrowing
comprised of Eurodollar Rate Advances or CD Rate Advances, the
Administrative Agent shall promptly notify each Bank of the
applicable interest rate under Section 2.08(a) or (b). Each
Bank shall, before 12:00 noon (New York City time) on the date of
<PAGE>
17
such Committed Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at such
account in New York, New York as the Administrative Agent shall
designate, in same day funds, such Bank s ratable portion of such
Committed Borrowing. After the Administrative Agent s receipt of
such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Administrative Agent will make such
funds available to the Borrower designated in such Notice of
C o m m i t t ed Borrowing to receive such Advances at the
Administrative Agent s aforesaid address in same day funds.
SECTION 2.2 Conversion of Committed Advances. Subject to
compliance with the conditions precedent set forth in Section
3.02, any Borrower may from time to time elect to Convert one or
more Committed Advances of any Type to one or more Committed
Advances of the same or any other Type on the following terms and
subject to the following conditions:
(a) Each such Conversion shall be made as to all Advances
comprising a single Committed Borrowing, on notice given not
later than 10:30 A.M. (New York City time) on the third Business
Day prior to the date of the proposed Conversion by such Borrower
to the Administrative Agent, who shall give to each Bank prompt
notice thereof. Each such notice of Conversion (a "Notice of
Conversion") shall be in substantially the form of Exhibit C
hereto, specifying therein the requested (i) date of such
Conversion, (i) Type of, and Interest Period applicable to, the
Advances proposed to be Converted, (i) Type of Advances to which
such Advances are proposed to be Converted, (i) except in the
case of a Conversion to Base Rate Advances, initial Interest
Period to be applicable to the Advances resulting from such
Conversion and (i) aggregate amount of Advances proposed to be
Converted. No Conversion may be requested by any Borrower
hereunder unless made in compliance with this Section 2.02.
(b) CD Rate Advances and Eurodollar Rate Advances may not
be Converted on a date other than the last day of the Interest
Period applicable to such Advance unless the corresponding
amounts, if any, payable to the Banks pursuant to Section 2.11(d)
are paid contemporaneously with such Conversion.
SECTION 2.3 The Competitive Advances. (as) In order to
request Competitive Advances, a Borrower shall hand deliver,
telex, telecopy or cable to the Administrative Agent a duly
completed notice of a Competitive Borrowing (a "Request for
Competitive Borrowing"), substantially in the form of Exhibit D-2
hereto, to be received by the Administrative Agent not later than
10:00 A.M., New York City time, on the Business Day prior to the
day of the proposed Competitive Borrowing. A Request for
Competitive Borrowing that does not conform substantially to the
format of Exhibit D-2 may be rejected in the Administrative
Agent"s sole discretion, and the Administrative Agent shall
promptly notify such Borrower of such rejection by telex,
telecopy or cable. Such request shall in each case refer to this
Agreement and specify (i) the name of the Borrower, (i) the date
<PAGE>
18
of such proposed Competitive Borrowing (and shall be a Business
Day), (i) the aggregate principal amount of such proposed
Competitive Borrowing (which shall be in an amount not less than
$5,000,000 or in an integral multiple of $1,000,000 in excess
thereof and, when added to the aggregate amount of all Advances
then outstanding to all Borrowers, shall not be greater than the
aggregate amount of the Commitments of the Banks as reduced by
the aggregate amount of Competitive Reductions), (i) the maturity
date for repayment of each Competitive Advance to be made as part
of such Competitive Borrowing (which may not be later than the
earlier of the Termination Date and 180 calendar days after the
date of the proposed Competitive Borrowing), and (i) that the
rates of interest to be offered by the Banks shall be fixed rates
per annum. Promptly after its receipt of a Request for
Competitive Borrowing that is not rejected as aforesaid, the
Administrative Agent shall invite by telex, telecopy, cable or
telephone, confirmed immediately in writing, the Banks to offer,
o n the terms and conditions of this Agreement, to make
Competitive Advances pursuant to the Request for Competitive
Borrowing substantially in the form of Exhibit D-3 hereto.
(b) Each Bank may, in its sole discretion, offer to make a
Competitive Advance to such Borrower responsive to such Request
for Competitive Borrowing. Each offer to make a Competitive
Advance by a Bank must be received by the Administrative Agent
via telex, telecopy, cable or telephone, confirmed immediately in
writing, in the form of Exhibit D-4 hereto, not later than 9:30
A.M., New York City time, on the date of the proposed Competitive
Borrowing. Offers to make Competitive Advances that do not
conform substantially to the format of Exhibit D-4 hereto may be
rejected by the Administrative Agent after conferring with, and
upon the instruction of, the Borrower giving the Request for
Competitive Borrowing, and the Administrative Agent shall notify
the Bank making such nonconforming bid of such rejection as soon
as practicable. Each offer to make a Competitive Advance shall
refer to this Agreement and specify (i) the identity of the
Borrower, (i) the principal amount (which shall be in a(i)
minimum principal amount of $5,000,000 or in an integral multiple
of $1,000,000 in excess thereof and which may equal the entire
principal amount of the proposed Competitive Borrowing) of the
Competitive Advance that the Bank is willing to make to the
relevant Borrower, (i) the rate of interest at which the Bank is
prepared to make the Competitive Advance and (i) the Interest
Period thereof, which shall be the same Interest Period as set
out in the relevant Request for Competitive Borrowing. If any
Bank shall elect not to make such an offer, such Bank shall so
notify the Administrative Agent via telex, telecopy, cable or
telephone, confirmed immediately in writing, not later than 9:30
A.M., New York City time, on the day of the proposed Competitive
Borrowing; provided, however, that failure by any Bank to give
such notice shall not constitute a breach or default by such Bank
nor cause such Bank to be liable to such Borrower or any other
party or be obligated to make any Competitive Advance as part of
such proposed Competitive Borrowing. An offer submitted by a
Bank pursuant to this paragraph (b) shall be irrevocable.
<PAGE>
19
(c) The Administrative Agent shall promptly notify the
Borrower giving the Request for Competitive Borrowing by telex,
telecopy, cable or telephone, confirmed immediately in writing,
of all the offers made, the respective rates of interest offered
(arranged in ascending yield order) and the principal amount of
each proposed Competitive Advance in respect of which an offer
was made and the identity of the Bank that made each offer. The
Administrative Agent shall send a copy of all offers to such
Borrower for its records as soon as practicable after completion
of the process set forth in this Section 2.03.
(d) The Borrower giving the Request for Competitive
Borrowing may in its sole and absolute discretion, subject only
to the provisions of this paragraph (d), accept or reject any
offer referred to in paragraph (c) above. Such Borrower shall
notify the Administrative Agent by telex, telecopy, cable or
telephone, confirmed immediately in writing, whether and to what
extent it has decided to accept or reject any of or all the
offers referred to in paragraph (c) above not later than 10:30
A.M., New York City time, on the day of the proposed Competitive
Borrowing; provided, however, that (i) the failure by such
Borrower to give such notice shall be deemed to be a rejection of
all the offers referred to in paragraph (c) above, (i) such
Borrower shall not accept an offer made at a particular rate of
interest if such Borrower has decided to reject an offer made at
a lower rate of interest, (i) the aggregate amount of the offers
accepted by such Borrower shall not exceed the principal amount
specified in the Request for Competitive Borrowing, (i) if such
Borrower shall accept an offer or offers made at a particular
rate of interest but the amount of such offer or offers shall
cause the total amount of offers to be accepted by such Borrower
to exceed the amount specified in the Request for Competitive
Borrowing, then (subject to clause (v) below) such Borrower shall
(notwithstanding the minimum offer acceptance amount required by
clause (vi) below) accept a portion of such offer in an amount
equal to the amount specified in the Request for Competitive
Borrowing less the amount of all other offers accepted with
respect to such Request for Competitive Borrowing; (A) if such
Borrower shall accept offers made at a particular rate of
interest but shall be restricted by other conditions hereof from
borrowing the principal amount of Competitive Advances specified
in the Request for Competitive Borrowing in respect of which
offers at such rate of interest have been made or if such
Borrower shall accept offers made at a particular rate of
interest but the aggregate amount of offers made at such rate
shall exceed the amount specified in the Request for Competitive
Borrowing, then such Borrower shall accept a pro rata portion of
each offer made at such rate of interest aggregating the portion
of Competitive Advances with respect to which offers at such rate
have been received (provided that if the available principal
amount of Competitive Advances to be so allocated is not
sufficient to enable Competitive Advances to be so allocated to
each such Bank in a minimum principal amount of $5,000,000, such
Borrower shall select the Banks to be allocated such Competitive
Advances in a principal amount of $1,000,000, but may round
<PAGE>
20
allocations up to the next higher multiple of $1,000,000 if
necessary), (B) except as provided in clauses (iv) and (v) above,
no offers shall be accepted for a Competitive Advance unless such
C o mpetitive Advance is in a minimum principal amount of
$5,000,000 and is part of a Competitive Borrowing in a minimum
principal amount of $5,000,000, and (C) should such Borrower
reject all of the offers referred to in paragraph (c) above or
cancel such Competitive Borrowing, the Administrative Agent shall
give prompt notice thereof to the Banks and such Competitive
Borrowing shall not be made. A notice given by such Borrower
pursuant to this paragraph (d) shall be irrevocable.
(e) The Administrative Agent shall promptly notify by
telex, telecopy, cable or telephone, immediately confirmed in
writing, (A) each Bank that has made an offer as described in
paragraph (b) above of the date and aggregate amount of such
Competitive Borrowing and whether or not any offer or an offer
made by such Bank pursuant to paragraph (b) above has been
accepted by the Borrower giving the Request for Competitive
Borrowing (whereupon each successful offeror will become bound,
subject to the other applicable conditions hereof, to make the
Competitive Advance in respect of which its offer has been
accepted), (B) each Bank that is to make a Competitive Advance as
part of such Competitive Borrowing, of the amount of each
Competitive Advance to be made by such Bank as part of such
Competitive Borrowing, and (C) each Bank that is to make a
Competitive Advance as part of such Competitive Borrowing, upon
receipt, that the Administrative Agent has received forms of
documents appearing to fulfill the applicable conditions set
forth in Article III. Each Bank that is to make a Competitive
Advance as part of such Competitive Borrowing shall, before 12:00
noon (New York City time) on the date of such Competitive
B o r r o w i ng specified in the notice received from the
Administrative Agent pursuant to clause (i) of the preceding
sentence or any later time when such Bank shall have received
notice from the Administrative Agent pursuant to clause (iii) of
the preceding sentence, make available for the account of its
Applicable Lending Office to the Administrative Agent at its
address referred to in Section 8.02 such Bank's portion of such
Competitive Borrowing, in same day funds. Upon fulfillment of
the applicable conditions set forth in Article III and after
r e c eipt by the Administrative Agent of such funds, the
Administrative Agent will make such funds available to the
applicable Borrower at the Administrative Agent s aforesaid
a d d ress. Promptly after each Competitive Borrowing the
A d m inistrative Agent will notify (i) each Bank and the
Administrative Agent of the amount of the Competitive Borrowing,
the consequent Competitive Reduction and the dates upon which
such Competitive Reduction commenced and will terminate and (ii)
the Administrative Agent of the amount and tenor (excluding rate
of interest) of each Competitive Advance made by each Bank as
part of such Competitive Borrowing.
(f) If the Administrative Agent shall elect to submit an
offer to make a Competitive Advance in its capacity as a Bank, it
<PAGE>
21
shall submit such offer directly to the Borrower giving the
relevant Request for Competitive Borrowing one-quarter hour
earlier than the latest time at which the other Banks are
required to submit their offers to the Administrative Agent
pursuant to paragraph (b) above.
(g) Within the limits and on the conditions set forth in
this Section 2.03, a Borrower may from time to time borrow under
this Section 2.03, repay pursuant to Section 2.07 and reborrow
under this Section 2.03, provided that a Request for Competitive
Borrowing given by a Borrower shall not be made within five
Business Days of the date of any other Request for Competitive
Borrowing given by such Borrower.
(h) The aggregate indebtedness of each Borrower resulting
from Competitive Advances made to such Borrower by each Bank
shall be evidenced by a Competitive Advance Note of such Borrower
payable to the order of such Bank.
SECTION 2.4. Advances Generally. (a) Each Notice of Committed
Borrowing and Notice of Conversion shall be irrevocable and
binding on the Borrower giving it. In the case of any Borrowing
or Conversion (other than one comprised solely of Base Rate
Advances), the Borrower giving such Notice, if any, shall
indemnify each Bank against any loss or expense incurred by such
Bank as a result of any failure of such Borrower to fulfill on or
before the date specified for such Borrowing or Conversion the
a p plicable conditions set forth in Article III, if any,
including, without limitation, any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other
funds acquired by such Bank to fund the Advance to be made by
such Bank as part of such Borrowing when such Advance, as a
result of such failure, is not made on such date.
(b) Unless the Administrative Agent shall have received
notice from a Bank prior to the date of any Borrowing that such
Bank will not make available to the Administrative Agent such
Bank's ratable portion of such Borrowing, the Administrative
Agent may (but shall not be obligated to) assume that such Bank
has made such portion available to the Administrative Agent on
the date of such Borrowing in accordance with Sections 2.01 and
2.03 hereof and the Administrative Agent may, in reliance upon
such assumption, make available to the applicable Borrower on
such date a corresponding amount. If and to the extent such Bank
s h a l l not have so made such portion available to the
Administrative Agent, such Bank and such Borrower severally agree
to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower
until the date such amount is repaid to the Administrative Agent,
at the Federal Funds Rate. If such Bank shall repay to the
Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Bank's Advance as part of such
Borrowing for purposes of this Agreement.
<PAGE>
22
(c) The failure of any Bank to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Bank
of its obligation, if any, hereunder to make its Advance on the
date of such Borrowing, but no Bank shall be responsible for the
failure of any other Bank to make the Advance to be made by such
other Bank on the date of any Borrowing.
SECTION 2.5. Fees. (a) Facility Fee. The Borrowers agree to
pay to the Administrative Agent for the account of each Bank the
Facility Fee from the date hereof until the Termination Date,
payable on the last day of each March, June, September and
December during the term of such Bank's Commitment, commencing
June 30, 1996, and on the Termination Date.
(b) Administration Fees. The Borrowers shall pay to the
Administrative Agent for its own account such other fees as are
provided for in that certain letter agreement among the Borrowers
and the Administrative Agent (the "Fee Letter"), entered into
separately herefrom and dated May 6, 1996.
(c) Fee Allocation Among Borrowers. The Borrowers'
respective obligations in respect of fees pursuant to this
Section 2.05 and costs, expenses and taxes pursuant to Section
8.04 shall be determined by agreement among themselves and
specified in a certificate signed by the principal financial
officer or the treasurer of each Borrower delivered to the
Administrative Agent on or prior to the date and time of the
initial Advance; such certificate shall be conclusively binding
upon each Borrower.
SECTION 2.6. Reduction of the Commitments. The Borrowers
shall have the right, upon at least three Business Days' notice
to the Administrative Agent, signed by a duly authorized officer
of each Borrower, to terminate in whole or reduce ratably in part
the unused portions of the respective Commitments of the Banks;
provided that (A) that portion of any outstanding Committed
Advance that would exceed the aggregate amount of the reduced
Commitments must be prepaid, together with any amount payable to
the Banks pursuant to Section 2.11, coincident with such
reduction and (B) no such termination or reduction shall be made
that would reduce the aggregate Commitments of all Banks to an
a m ount less than the aggregate Competitive Advances then
outstanding and provided, further, that each partial reduction
shall be in an aggregate amount not less than $5,000,000 or in an
integral multiple of $1,000,000 in excess thereof.
SECTION 2.7. Repayment of Advances. The applicable Borrowers
shall repay the principal amount of each Competitive Advance on
the last day of the Interest Period for such Competitive Advance.
SECTION 2.8. Interest on Advances. Each Borrower shall pay
interest on the unpaid principal amount of each Advance made by
each Bank to such Borrower from the date of such Advance until
such principal amount shall be paid in full, on the following
payment dates and at the following rates per annum:
<PAGE>
23
(a) Eurodollar Rate Advances. If such Advance is a
Eurodollar Rate Advance, a rate per annum equal at all times
during the Interest Period for such Advance to the sum of the
Eurodollar Rate for such Interest Period plus the Applicable
Margin, payable on the last day of such Interest Period and, if
such Interest Period has a duration of more than three months,
on every third month from the first day of such Interest
Period; provided that any amount of principal (and, to the
fullest extent permitted by law, interest) which is not paid
when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date when due until
paid in full, payable on demand, at a rate per annum equal at
all times to 2% per annum above the higher from time to time of
( x ) such rate of interest applicable to such Advance
immediately prior to such amount becoming due or (y) the
Alternate Base Rate in effect from time to time.
(b) CD Rate Advances. If such Advance is a CD Rate
Advance, a rate per annum equal at all times during the
Interest Period for such Advance to the sum of the CD Rate for
such Interest Period plus the Applicable Margin, payable on the
last day of such Interest Period and, if such Interest Period
has a duration of more than 90 days, on every 90th day from the
first day of such Interest Period; provided that any amount of
principal (and, to the fullest extent permitted by law,
interest) which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest,
from the date when due until paid in full, payable on demand,
at a rate per annum equal at all times to 2% per annum above
the higher from time to time of (x) such rate of interest
applicable to such Advance immediately prior to such amount
becoming due or (y) the Alternate Base Rate in effect from time
to time.
(b) Base Rate Advances. If such Advance is a Base Rate
Advance, a rate per annum equal at all times to the Alternate
Base Rate in effect from time to time, payable quarterly in
arrears on the last day of each March, June, September and
December and on the date such Base Rate Advance shall be paid
in full; provided that any amount of principal (and, to the
fullest extent permitted by law, interest) which is not paid
when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date when due until
paid in full, payable on demand, at a rate per annum equal at
all times to 2% per annum above the Alternate Base Rate in
effect from time to time.
(d) C o m p etitive Advances. If such Advance is a
Competitive Advance, a rate per annum equal at all times during
the Interest Period for such Advance to the interest rate
offered by the Bank making such Advance under Section 2.03(b)
and accepted by such Borrower under Section 2.03(d), payable on
the last day of such Interest Period and, if such Interest
Period has a duration of more than 90 days, on every 90th day
from the first day of such Interest Period; provided, that any
<PAGE>
24
amount of principal (and, to the fullest extent permitted by
law, interest) which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest,
from the date when due until paid in full, payable on demand,
at a rate per annum equal at all times to 2% per annum above
the higher from time to time of (x) such rate of interest
applicable to such Advance immediately prior to such amount
becoming due or (y) the Alternate Base Rate in effect from time
to time.
SECTION 2.9. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Administrative Agent timely
information for the purpose of determining each CD Rate or
Eurodollar Rate, as applicable. If any one or more of the
Reference Banks shall not furnish such timely information to the
Administrative Agent for the purpose of determining any such
interest rate, subject to Section 2.11(g), the Administrative
Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks.
(b) The Administrative Agent shall give prompt notice to
the applicable Borrower and the Banks of the applicable interest
rate determined by the Administrative Agent for purposes of
Section 2.08(a), (b) or (c), and the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining
the applicable interest rate under Section 2.08(a) or (b).
SECTION 2.10. Prepayments. (a) No Borrower shall have the
right to prepay any principal amount of any Committed Advances,
except in accordance with subsection (b) below, or the right to
prepay any principal amount of any Competitive Advance.
(b) Any Borrower may, upon at least (i) one Business
Day's notice, with respect to Base Rate Advances, and (i) three
Business Days' notice, with respect to Eurodollar Rate or CD Rate
Advances, to the Administrative Agent stating the proposed date
and aggregate principal amount of the prepayment, and if such
notice is given, such Borrower shall, prepay the outstanding
principal amounts of Committed Advances comprising part of the
same Borrowing, in whole or ratably in part, together with (A)
accrued interest to the date of such prepayment on the principal
amount prepaid and (A) in the case of prepayments of Eurodollar
Rate or CD Rate Advances, any amount payable to the Banks
pursuant to Section 2.11(d); provided, however, that each partial
prepayment shall be in an aggregate principal amount not less
than $5,000,000.
SECTION 2.11. Yield Protection. (a) Change in Circumstances.
Notwithstanding any other provision herein, if, after the date
hereof, the adoption of or any change in applicable law or
regulation or in the interpretation or administration thereof by
any governmental authority charged with the interpretation or
administration thereof (whether or not having the force of law)
shall (i) change the basis of taxation of payments to any Bank of
the principal of or interest on any Eurodollar Rate Advance, CD
<PAGE>
25
Rate Advance or Competitive Advance made by such Bank or any fees
or other amounts payable hereunder (other than changes in respect
of taxes imposed on the overall net income of such Bank or its
Applicable Lending Office by the jurisdiction in which such Bank
has its principal office or in which such Applicable Lending
Office is located or by any political subdivision or taxing
authority therein), or (i) impose, modify or deem applicable any
r e s e rve, special deposit or similar requirement against
commitments or assets of, deposits with or for the account of, or
credit extended by, such Bank (excluding, in the case of CD Rate
Advances, any such requirement included in the Domestic Reserve
Adjustment), or (i) impose on such Bank or the London interbank
market any other condition affecting this Agreement or Eurodollar
Rate Advances, CD Rate Advances or Competitive Advances made by
such Bank, and the result of any of the foregoing shall be to
increase the cost to such Bank of agreeing to make, making or
maintaining any Advance or to reduce the amount of any sum
received or receivable by such Bank hereunder or under the Notes
(whether of principal, interest or otherwise), then the Borrowers
will pay to such Bank upon demand such additional amount or
amounts as will compensate such Bank for such additional costs
incurred or reduction suffered. Prior to any Bank giving notice
to the Borrowers under this subsection (a), such Bank shall use
reasonable efforts to change the jurisdiction of its Applicable
Lending Office, if such change would avoid such additional costs
or reduction and would not, in the sole determination of such
Bank, be otherwise disadvantageous to such Bank.
(b)Capital. If any Bank shall have determined that the
applicability of any law, rule, regulation or guideline adopted
pursuant to or arising out of the July 1988 report of the Basle
Committee on Banking Regulations and Supervisory Practices
entitled "International Convergence of Capital Measurement and
Capital Standards or the adoption after the date hereof of any
law, rule, regulation or guideline regarding capital adequacy, or
any change in any of the foregoing or in the interpretation or
administration of any of the foregoing by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any
Bank (or any Applicable Lending Office of such Bank) or any
Bank's holding company with any request or directive regarding
capital adequacy (whether or not having the force of law) of any
such authority, central bank or comparable agency, has or would
have the effect of (i) reducing the rate of return on such
Bank's capital or on the capital of such Bank s holding company,
if any, as a consequence of this Agreement, the Commitment of
such Bank hereunder or the Advances made by such Bank pursuant
hereto to a level below that which such Bank or such Bank's
holding company could have achieved, but for such applicability,
adoption, change or compliance (taking into consideration such
Bank's policies and the policies of such Bank's holding company
with respect to capital adequacy), or of (i) increasing or
otherwise determining the amount of capital required or expected
to be maintained by such Bank or such Bank's holding company
based upon the existence of this Agreement, the Commitment of
<PAGE>
26
such Bank hereunder, the Advances made by such Bank pursuant
hereto and other similar such commitments, agreements or assets,
then from time to time the Borrowers shall pay to such Bank upon
demand such additional amount or amounts as will compensate such
Bank or such Bank s holding company for any such reduction or
allocable capital cost suffered. Prior to any Bank giving notice
to the Borrowers under this subsection (b), such Bank shall use
reasonable efforts to change the jurisdiction of its Applicable
Lending Office, if such change would avoid such reduction or
allocable capital cost and would not, in the sole determination
of such Bank, be otherwise disadvantageous to such Bank.
(c) Eurodollar Reserves. The Borrowers shall pay to each
Bank upon demand, so long as such Bank shall be required under
regulations of the Board of Governors of the Federal Reserve
System to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional
interest on the unpaid principal amount of each Eurodollar Rate
Advance of such Bank, from the date of such Advance until such
principal amount is paid in full, at an interest rate per annum
equal at all times to the remainder obtained by subtracting (A)
the Eurodollar Rate for the Interest Period for such Advance from
(B) the rate obtained by dividing such Eurodollar Rate by a
percentage equal to 100% minus the Eurodollar Reserve Percentage
of such Bank for such Interest Period. Such additional interest
shall be determined by such Bank and notified to the Borrowers
and the Administrative Agent.
(d) Breakage Indemnity. Each Borrower shall indemnify
each Bank against any loss, cost or reasonable expense which such
Bank may sustain or incur as a consequence of (A) any failure by
such Borrower to fulfill on the date of any Borrowing hereunder
the applicable conditions set forth in Article III, (B) any
failure by such Borrower to borrow or Convert any Advance
hereunder after irrevocable Notice of Borrowing or Notice of
Conversion has been given pursuant to Section 2.01 or 2.02, (C)
any payment, prepayment or Conversion of a Eurodollar Rate
Advance or CD Rate Advance required or permitted by any other
provision of this Agreement or otherwise made or deemed made on a
date other than the last day of the Interest Period applicable
thereto, (D) any default in payment or prepayment of the
principal amount of any Advance or any part thereof or interest
accrued thereon, as and when due and payable (at the due date
thereof, by irrevocable notice of prepayment or otherwise) or (E)
acceleration of the maturity of any Advances due to the
occurrence of any Event of Default, including, in each such case,
any loss or reasonable expense sustained or incurred or to be
sustained or incurred in liquidating or employing deposits from
third parties acquired to effect or maintain such Advance or any
part thereof as a Eurodollar Rate Advance, CD Rate Advance or
Competitive Advance. Such loss, cost or reasonable expense shall
include an amount equal to the excess, if any, as reasonably
determined by such Bank, of (1) its cost of obtaining the funds
for the Advance being paid, prepaid, Converted or not borrowed
(based on the Eurodollar Rate or CD Rate) for the period from the
<PAGE>
27
date of such payment, prepayment, Conversion or failure to borrow
to the last day of the Interest Period for such Advance (or, in
the case of a failure to borrow, the Interest Period for such
Advance which would have commenced on the date of such failure)
over (2) the amount of interest (as reasonably determined by such
Bank) that would be realized by such Bank in reemploying the
funds so paid, prepaid, Converted or not borrowed for such period
or Interest Period, as the case may be. For purposes of this
subsection (d), it shall be presumed that each Bank shall have
funded each such Advance with a fixed-rate instrument bearing the
rates and maturities designated in the determination of the
Interest Rate for such Advance.
(e) Notices. A certificate of each Bank setting forth
such Banks claim for compensation hereunder and the amount
necessary to compensate such Bank or its holding company pursuant
to subsections (a) through (d) of this Section 2.11 shall be
submitted to the Borrowers and the Administrative Agent and shall
be conclusive and binding for all purposes, absent manifest
error. The applicable Borrower shall pay each Bank directly the
amount shown as due on any such certificate within 10 days after
its receipt of the same. The failure of any Bank to provide such
notice or to make demand for payment under this Section 2.11
shall not constitute a waiver of such Bank's rights hereunder;
provided that such Bank shall not be entitled to demand payment
pursuant to subsections (a) through (d) of this Section 2.11, in
respect of any loss, cost, expense, reduction or reserve, if such
demand is made more than 90 days following the later of such
Bank's incurrence or sufferance thereof or such Bank's actual
knowledge of the event giving rise to such Bank's rights pursuant
to such subsections. The protection of this Section 2.11 shall
be available to each Bank regardless of any possible contention
o f the invalidity or inapplicability of the law, rule,
regulation, guideline or other change or condition which shall
have occurred or been imposed.
(f) C h ange in Legality. Notwithstanding any other
provision herein, if the adoption of or any change in any law or
regulation or in the interpretation or administration thereof by
any governmental authority charged with the administration or
interpretation thereof shall make it unlawful for any Bank to
make or maintain any Eurodollar Rate Advance or to give effect to
its obligations as contemplated hereby with respect to any
Eurodollar Rate Advance, then, by written notice to the Borrowers
and the Administrative Agent, such Bank may:
(i) d e clare that Eurodollar Rate Advances will not
thereafter be made by such Bank hereunder, whereupon the right
of the Borrowers to select Eurodollar Rate Advances for any
Borrowing or Conversion shall be forthwith suspended until such
Bank shall withdraw such notice as provided below or shall
cease to be a Bank hereunder pursuant to Section 8.08 hereof;
and
<PAGE>
28
(ii) require that all outstanding Eurodollar Rate Advances
made by it be Converted to Base Rate Advances, in which event
all such Eurodollar Rate Advances by all Banks shall be
automatically Converted to Base Rate Advances as of the
effective date of such notice as provided below.
Upon receipt of any such notice, the Administrative Agent shall
promptly notify the other Banks. Promptly upon becoming aware
that the circumstances that caused such Bank to deliver such
notice no longer exist, such Bank shall deliver notice thereof to
the Borrowers and the Administrative Agent withdrawing such prior
notice (but the failure to do so shall impose no liability upon
such Bank). Promptly upon receipt of such withdrawing notice
from such Bank (or upon such Bank assigning all of its
C o mmitments, Advances, participation and other rights and
obligations hereunder in accordance with Section 8.08), the
A d ministrative Agent shall deliver notice thereof to the
Borrowers and the Banks and such suspension shall terminate.
Prior to any Bank giving notice to the Borrowers under this
subsection (f), such Bank shall use reasonable efforts to change
the jurisdiction of its Applicable Lending Office, if such change
would avoid such unlawfulness and would not, in the sole
determination of such Bank, be otherwise disadvantageous to such
Bank. Any notice to the Borrowers by any Bank shall be effective
as to each Eurodollar Rate Advance on the last day of the
Interest Period currently applicable to such Eurodollar Rate
Advance; provided that if such notice shall state that the
maintenance of such Advance until such last day would be
unlawful, such notice shall be effective on the date of receipt
by the Borrowers and the Administrative Agent.
(g) Market Rate Disruptions. If (i) less than two
Reference Banks furnish timely information to the Administrative
Agent for determining the Eurodollar Rate for Eurodollar Rate
Advances, or the CD Rate for CD Rate Advances, in connection with
any proposed Borrowing or Conversion or (i) the Majority Banks
shall notify the Administrative Agent that the Eurodollar Rate or
CD Rate, as the case may be, will not adequately reflect the cost
to such Majority Banks of making, funding or maintaining their
r e spective Eurodollar Rate Advances or CD Rate Advances,
respectively, the right of the Borrowers to select or receive
such Type of Advances for any Borrowing or Conversion shall be
forthwith suspended until the Administrative Agent shall notify
the Borrowers and the Banks that the circumstances causing such
suspension no longer exist, and until such notification from the
Administrative Agent each requested Borrowing or Conversion into
such Type of Advance hereunder shall be deemed to be a request
for Base Rate Advances.
SECTION 2.12. Payments and Computations. (a) Each Borrower
shall make each payment hereunder and under the Notes not later
than 12:00 noon (New York City time) on the day when due in U.S.
dollars (i) if to the Syndication Agent or the Administrative
A g e n t , then directly to the Syndication Agent or the
Administrative Agent, as the case may be, and (i) if to a Bank,
<PAGE>
29
then to the Administrative Agent, at its address referred to in
Section 8.02 in same day funds. The Administrative Agent will
promptly thereafter cause to be distributed like funds relating
to the payment of principal or interest or commitment or facility
fees ratably (other than amounts payable pursuant to Section 2.03
or 2.11) to the Banks for the account of their respective
Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Bank to such Bank for
the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement.
(b) Each Borrower hereby authorizes each Bank, if and to
the extent payment owed to such Bank is not made when due
hereunder or under the Note held by such Bank, to charge from
time to time against any or all of such Borrower s accounts with
such Bank any amount so due.
(c) All computations of interest based on the Prime Rate
component of the Alternate Base Rate shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days,
as the case may be, for the actual number of days (including the
first day but excluding the last day) occurring in the period of
determination. All other computations of interest (including
interest on Competitive Advances, interest based on the Federal
Funds Rate component of the Alternate Base Rate, additional
interest under Section 2.11 and interest based on the CD Rate,
the Eurodollar Rate and the Federal Funds Rate) and of the
Facility Fee shall be made by the Administrative Agent (or, in
the case of Section 2.11, the Bank claiming such interest), on
the basis of a year of 360 days, for the actual number of days
(including the first day but excluding the last day) occurring in
t h e period of determination. Each determination by the
Administrative Agent (or, in the case of Section 2.11, by a Bank)
of an interest rate and fees hereunder shall be conclusive and
binding for all purposes.
(d) Whenever any payment hereunder or under the Notes
shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the
computation of payment of interest or of the Facility Fee, as the
case may be; provided, however, if such extension would cause
payment of interest on or principal of Eurodollar Rate Advances
to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.
(e) Unless the Administrative Agent shall have received
notice from any Borrower prior to the date on which any payment
from such Borrower is due to the Banks hereunder that such
Borrower will not make such payment in full, the Administrative
Agent may assume that such Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative
Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to the
amount then due such Bank. If and to the extent such Borrower
<PAGE>
30
shall not have so made such payment in full to the Administrative
Agent, each Bank shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Bank together
with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such
amount to the Administrative Agent, at the Federal Funds Rate.
SECTION 2.13 Sharing of Payments, Etc. If any Bank shall
obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off or otherwise) on account of
principal or interest in respect of Committed Advances owing to
it or on account of any fee, expense, indemnification or other
obligation (other than principal and interest in respect of
Competitive Advances) payable by a Borrower to such Bank
hereunder and the ratio of the amount of such payment (a "non-pro
rata payment") to the total amount of such principal, interest,
fee, expense, indemnification or other obligation then payable to
it shall exceed the ratio of the amount of the payment
substantially coincidentally received by any other Bank for the
account of principal or interest, in respect of such other Bank's
C o m m itted Advances owing to it, or such fee, expense,
indemnification or other obligation to the total amount of such
principal, interest, fee, expense, indemnification or other
obligation then payable to such other Bank by such Borrower (a
Bank being entitled to assume, in the absence of knowledge to the
contrary, that a payment received from the Administrative Agent
pursuant to Section 8.04, or received from any Borrower pursuant
to Section 2.11(e), is not a non-pro rata payment), such Bank
s h all forthwith purchase from each such other Bank such
participation or participations in the right of each such other
B a n k to receive such principal, interest, fee, expense,
indemnification or other obligation from such Borrower as shall
be necessary to cause such purchasing Bank to share such non-pro
rata payment ratably (relative to the amounts of such principal,
interest, fee, expense, indemnification or other obligation
payable at the date of the obtaining of such non-pro rata payment
to such Bank and each such other Bank, respectively, unless the
relevant Banks shall agree as to another basis for sharing);
provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Bank, such
purchase from each Bank shall be rescinded and such Bank shall
repay to the purchasing Bank the purchase price to the extent of
such recovery together with an amount equal to such Bank s
ratable share (according to the proportion of (i) the amount of
such Bank's required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the
total amount so recovered. Each Borrower agrees that any Bank so
purchasing a participation from another Bank pursuant to this
Section 2.13 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such
Bank were the direct creditor of such Borrower in the amount of
such participation.
<PAGE>
31
ARTICLE III
CONDITIONS OF LENDING
SECTION 3.1. Conditions Precedent to Effectiveness. The
obligation of the Banks to make Advances pursuant to Article II
or otherwise pursuant to this Agreement is subject to the
condition precedent that the Administrative Agent shall have
received on or before the date hereof the following, each dated
s u c h d ay, in form and substance satisfactory to the
Administrative Agent and (except for the Notes) in sufficient
copies for each Bank:
(a) The Committed Advance Notes of each Borrower, payable
to the order of the Banks, respectively.
(b) Certified copies of the resolutions of the Board of
Directors of each Borrower approving this Agreement and the
Notes of such Borrower, and of all documents evidencing other
n e c e ssary corporate action and governmental approvals,
including, without limitation, appropriate orders of the SEC
under the Utility Act and of the PaPUC, with respect to this
Agreement and the Notes.
(c) A certificate of the Secretary or an Assistant
Secretary of each Borrower certifying the names and true
signatures of the officers of each Borrower authorized to sign
this Agreement and the Notes of such Borrower and the other
documents to be delivered by it hereunder.
(d) C o p i e s of (i) audited consolidated financial
s t atements of each of ME, PE and JC and (i) audited
consolidated and consolidating financial statements of GPU, in
each case dated as of December 31, 1995.
(e) A favorable opinion of Berlack, Israels & Liberman LLP
counsel for the Borrowers, substantially in the form of Exhibit
E hereto and as to such other matters as any Bank through the
Administrative Agent may reasonably request.
(f) A favorable opinion of King & Spalding, special
counsel for the Syndication Agent and the Administrative Agent,
substantially in the form of Exhibit F hereto.
(g) Evidence that the five-year 350,000,000 Term Loan
Agreement, among EI UK, CMB, as Administrative Agent, Citibank,
as Syndication Agent, and the Banks party thereto shall have
been executed and delivered by the parties thereto.
(h) The Fee Letter, executed by the parties thereto.
(i) An irrevocable notice from each of the Borrowers
requesting termination of the "Commitments" under the Existing
Credit Agreement, as amended by the Third Amendment, by each
<PAGE>
32
Bank party to the Existing Credit Agreement, as amended by the
Third Amendment, other than CMB and Citibank.
(j) Such other approvals, opinions and documents as the
Administrative Agent may reasonably request as to the legality,
validity, binding effect or enforceability of this Agreement or
the Notes or the financial condition, properties, operations or
prospects of any Borrower.
SECTION 3.2. Conditions Precedent to Each Borrowing. The
obligation of each Bank to make a Borrowing (including the
initial Borrowing) shall be subject to the further conditions
precedent that on the date of such Borrowing:
(a) the following statements shall be true (and each of
the giving of the applicable notice or request by any Borrower
with respect to such Borrowing and the performance of such
Borrowing without prior correction by such Borrower shall
constitute a representation and warranty by such Borrower that,
on the date of such Borrowing, such statements are true):
(i) The representations and warranties contained
in Section 4.01 (other than those contained in the last
sentence of subsection (e) and in subsection (n) thereof)
are correct on and as of the date of such Borrowing, before
and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on
and as of such date, and
(ii) No event has occurred and is continuing, or
would result from such Borrowing or from the application of
the proceeds therefrom, which constitutes an Event of
Default or an Unmatured Default; and
(iii) With respect to (A) any Borrowing made after
December 31, 1997 and (B) any Borrowing by GPU that, after
giving effect thereto, would result in the aggregate
outstanding principal amount of all Advances made to GPU
hereunder to exceed $200,000,000, the Borrower has duly
obtained an appropriate order (a copy of which has been
delivered to the Administrative Agent) of the SEC under the
Utility Act to permit such Borrowing, which order is in
full force and effect, is sufficient for its purpose and is
not subject to any pending or, to the knowledge of the
Borrowers, threatened appeal or other proceeding seeking
reconsideration or review thereof;
(iv) After giving effect to such Borrowing and the
application of the proceeds therefrom, such Borrower is in
compliance with the applicable limitations (if any) on the
amount of indebtedness that may be incurred by such
Borrower contained in its charter; and
(b) t h e B o r rowers shall have furnished to the
Administrative Agent such other approvals, opinions or documents
as any Bank, through the Administrative Agent, may reasonably
<PAGE>
33
r e quest as to the legality, validity, binding effect or
enforceability of this Agreement or the Notes.
SECTION 3.3. Conditions Precedent to Certain Borrowings. The
obligation of any Bank to make its Advance as part of (A) a
Competitive Borrowing or (B) a Borrowing (including the initial
Borrowing) that would (after giving effect to all Borrowings on
such date and the application of proceeds thereof) increase the
principal amount outstanding hereunder, or the outstanding
principal amount of the Committed Advances hereunder, shall be
subject to the conditions precedent set forth in Section 3.02 and
the further condition precedent that on the date of such
Borrowing the following statements shall be true (and each of the
giving of the applicable notice or request by any Borrower with
respect to such Borrowing and the performance of such Borrowing
shall constitute a representation and warranty by such Borrower
that, on the date of such Borrowing, such statement is true):
(i) The representations and warranties contained
in the last sentence of subsection (e) and in subsection
(n) of Section 4.01 are correct on and as of the date of
such Borrowing, before and after giving effect to such
Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date; and
(ii) the Borrowers shall have furnished to the
Administrative Agent such other approvals, opinions or
documents as any Bank, through the Administrative Agent,
may reasonably request as to the legality, validity,
binding effect or enforceability of this Agreement or the
Notes.
SECTION 3.4. Conditions Precedent to Borrowings by ME and PE.
The obligation of any Bank to make any Borrowing to ME or PE
shall be subject to the further condition precedent that on the
date of such Borrowing, the ME Approval Date (in the case of ME)
or the PE Approval Date (in the case of PE) shall have occurred.
SECTION 3.5. Reliance on Certificates. The Banks, the
Administrative Agent and the Syndication Agent shall be entitled
to rely conclusively upon the certificates delivered from time to
time by officers of Borrowers as to the names, incumbency,
authority and signatures of the respective persons named therein
until such time as the Administrative Agent may receive a
replacement certificate, in form acceptable thereto, from an
officer of such Borrower identified to the Administrative Agent
as having authority to deliver such certificate, setting forth
the names and true signatures of the officers and other
representatives of such Borrower thereafter authorized to act on
behalf of such Borrower.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
<PAGE>
34
SECTION 4.1. Representations and Warranties of the Borrowers.
Each Borrower represents and warrants with respect to itself as
follows:
(a) Such Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of its
jurisdiction of incorporation.
(b) The execution, delivery and performance by such
Borrower of this Agreement and the Notes are within such
Borrower's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) the
Borrower's charter or by-laws or (i) 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 Agreement and the Notes of
such Borrower except for (A) in the case of each Borrower, an
appropriate order of the SEC under the Utility Act, and (B) in
the case of each of ME and PE, the order or orders of the PaPUC
described in Section 8.07(b); provided, however, that (i) 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) GPU is required to obtain an additional
order of the SEC under the Utility Act in order for GPU to
obtain Borrowings hereunder in excess of $200,000,000 in the
aggregate at any one time outstanding (i) the Borrowers are
required to obtain an additional order of the SEC under the
Utility Act in order for the Rate Approval Date to occur (and
from and after the obtaining of any such additional order, such
order shall have been duly obtained, in full force and effect,
sufficient for its purpose and not subject to any pending or,
to the knowledge of the Borrowers, threatened appeal or other
proceeding seeking reconsideration).
(d) This Agreement is, and the Notes when delivered
hereunder by each Borrower will be, legal, valid and binding
obligations of such Borrower enforceable against such Borrower
in accordance with their respective terms; provided, however,
that the Borrowers are required to obtain an additional order
of the SEC under the Utility Act in order to obtain any
Borrowing after December 31, 1997, and GPU is required to
obtain an additional order of the SEC under the Utility Act in
order for GPU to obtain Borrowings hereunder in excess of
$200,000,000 in the aggregate at any one time outstanding.
(e) The audited balance sheets of such Borrower and its
Subsidiaries as at December 31, 1995, copies of which have been
furnished to each Bank, fairly present the financial condition
of such Borrower and its Subsidiaries as at such date and the
results of the operations of such Borrower and its Subsidiaries
<PAGE>
35
for the period ended on such date, all in accordance with
generally accepted accounting principles consistently applied.
Since December 31, 1995, there has been no material adverse
change in such financial condition or results of operations.
(f) There has not been any failure by such Borrower to
file at or prior to the time required any reports or other
filings with any regulatory authority having jurisdiction over
it which would materially adversely affect its business or
financial condition.
(g) No proceeds of any Advance will be used to acquire any
security in any transaction which is subject to the reporting
requirements of Sections 13 or 14 of the Securities Exchange
Act of 1934, as amended.
(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.
(i) Such Borrower is not engaged in the business of
extending credit for the purpose of buying or carrying margin
stock (within the meaning of Regulation U issued by the Board
of Governors of the Federal Reserve System), and no proceeds of
any Advance will be used to buy or carry any margin stock or to
extend credit to others for the purposes of buying or carrying
any margin stock.
(j) GPU owns beneficially and of record, free and clear of
all Liens, 100% of the common stock of each Subsidiary
Borrower.
(k) Following application of the proceeds of each Advance,
not more than 25 percent of the value of the assets (either of
a Borrower or of all Borrowers or of a Borrower and its
Subsidiaries on a consolidated basis or of all Borrowers and
their Subsidiaries on a consolidated basis) subject to the
provisions of Section 5.02(a) or (d) will be margin stock
(within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System).
(l) Schedule B (Actuarial Information) to the 1994 annual
report (Form 5500 Series) with respect to each Plan, copies of
which have been filed with the Internal Revenue Service and
furnished to the Administrative Agent is complete and accurate
and fairly presents the funding status of such Plan, and since
the date of such Schedule B there has been no material adverse
change in such funding status.
(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.
<PAGE>
36
(n) Except as disclosed in such Borrower's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995,
copies of which have been delivered to the Administrative Agent
and the Syndication Agent, there is no pending or, to such
Borrower's knowledge, threatened action or proceeding affecting
such Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator, which, in the case of GPU,
could reasonably be expected to materially adversely affect the
financial condition or operations of GPU or of GPU and its
Subsidiaries, taken as a whole, or, in the case of a Subsidiary
Borrower, could reasonably be expected to materially adversely
affect the financial condition or operations of such Borrower
or such Borrower and its Subsidiaries, taken as a whole.
(o) All amounts owing under the Existing Credit Agreement
and the notes issued thereunder, whether for principal,
interest, fees, expenses or otherwise, have been paid in full
in accordance with the terms of the Existing Credit Agreement.
(p) No ERISA Plan Termination Event has occurred or is
reasonably expected to occur with respect to any Plan which
reasonably could be expected to materially adversely affect the
business, operations, affairs, assets or condition, financial
or otherwise, or prospects of any Borrower on a consolidated
b a sis, or the ability of any Borrower to perform its
obligations hereunder.
(q) Such Borrower is not an "investment company" or a
company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.
ARTICLE V
COVENANTS OF THE BORROWERS
SECTION 5.1. Affirmative Covenants. Each Borrower (except as
expressly provided below in those covenants that apply solely to
GPU) covenants that it will, so long as any Note or any other
amount owing hereunder shall remain unpaid or any Bank shall have
any Commitment hereunder, unless the Majority Banks shall
otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge all taxes,
assessments and governmental charges or levies imposed upon it
or upon its income or profits, or upon any properties belonging
to it, prior to the date on which penalties attach thereto, and
all lawful claims which, if unpaid, might become a Lien upon
any properties of such Borrower, provided it shall not be
required to pay any such tax, assessment, charge, levy or claim
w h ich is being contested in good faith and by proper
proceedings.
(b) Performance and Compliance with Other Agreements.
Perform and comply with each of the material provisions of each
m a terial indenture, credit agreement, contract or other
<PAGE>
37
agreement by which such Borrower is bound, non-performance or
non-compliance with which would have a material adverse effect
upon its business or credit or materially and adversely affect
its ability to perform its obligations hereunder except
material contracts or other agreements being contested in good
faith.
(c) P r eservation of Corporate Existence, Conduct of
Business, 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.
(d) C o m p liance with Laws, Etc. Comply with the
requirements of all applicable laws, rules, regulations and
orders of any governmental authority, non-compliance with which
would have a material adverse effect upon its business or
credit or materially and adversely affect its ability to
p e r f orm its obligations hereunder except laws, rules,
regulations and orders being contested in good faith.
(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 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.
(f) Inspection Rights. At any reasonable time and from
time to time, permit the Administrative Agent or any Bank or
any agents or representatives thereof to examine and make
copies of and abstracts from the records and books of account
of, and visit the properties of, such Borrower and to discuss
the affairs, finances and accounts of such Borrower with any of
its officers or directors.
(g) Ownership of Subsidiary Borrowers. With respect to
GPU, maintain at all times beneficial ownership, free and clear
o f a ll Liens (except for those described in Section
5.02(a)(iii)), of 100% of all outstanding shares of common
stock of each Subsidiary Borrower and of EI Energy.
(h) Syndication of Commitments. Actively assist the
Arrangers in syndicating the Commitments hereunder (upon which
<PAGE>
38
covenant the Arrangers may rely as third party beneficiaries
thereof), with such assistance to include, without limitation,
t h e preparation of an information memorandum and other
disclosure and marketing materials relating to the Borrowers,
and being available upon reasonable request for multiple
meetings with potential Banks, the Syndication Agent and the
Administrative Agent.
(i) Debt to Total Capitalization. With respect to GPU,
maintain at all times a ratio of consolidated Debt of GPU to
Total Capitalization of not more than 0.65 to 1.0.
(j) ME and PE. At all times until the ME Approval Date
and the PE Approval Date, GPU will cause ME and PE, as the case
may be, to perform and comply with the covenants and provisions
of this Agreement that will be applicable to them on and after
the ME Approval Date and the PE Approval Date, as appropriate,
as though ME and PE, as appropriate, were already bound hereby.
(k) Further Regulatory Approvals. Within 60 days of the
date hereof, GPU shall, and shall cause its Subsidiaries to,
make all filings and applications and take all such other
actions as may be necessary or desirable in order to obtain the
governmental approvals necessary for the Rate Approval Date,
the ME Approval Date and the PE Approval Date to occur.
SECTION 5.2. Negative Covenants. Each Borrower (except as
expressly provided below in those covenants that apply solely to
GPU) covenants that it will not, so long as any Note or any other
amount owing hereunder shall remain unpaid or any Bank shall have
any Commitment hereunder, without the prior written consent of
the Majority Banks:
(a) Liens, Etc. Create, incur, assume or suffer to exist
any mortgage, deed of trust, pledge, lien, security interest or
other charge or encumbrance, or any other type of preferential
arrangement, upon or with respect to any of its properties or
rights, whether now owned or hereafter acquired (any of the
foregoing being referred to herein as a "Lien"), or assign any
right to receive income, services or property, except that the
foregoing restrictions shall not apply to Liens:
(i) existing on the date hereof;
(ii) created to secure any Senior Debt; provided,
however, that no Lien created to secure any Senior Debt
shall extend to or cover property of any type which is
excluded therefrom on the date hereof;
(iii) for taxes, assessments or governmental charges
or levies on property of such Borrower if the same shall
not at the time be delinquent or thereafter can be paid
without penalty, or are being contested in good faith and
by appropriate proceedings;
<PAGE>
39
(iv) i m p o s e d by law, such as carriers',
warehousemen's and mechanics' Liens and other similar Liens
arising in the ordinary course of business;
(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;
(vi) arising out of purchase money mortgages or
other Liens on property acquired by such Borrower in the
ordinary course of business to secure the purchase price of
such property or to secure Debt incurred solely for the
purpose of financing the acquisition of any such property
to be subject to such Liens, or Liens existing on any such
property at the time of acquisition, or extensions,
renewals or replacements of any of the foregoing for the
same or a lesser amount, provided that no such Lien shall
extend to or cover any property other than the property
b e i ng acquired, and no such extension, renewal or
replacement shall extend to or cover any property not
theretofore subject to the Lien being extended, renewed or
replaced;
(vii) a f f e cting the fuel used in the power
generating operations of any Borrower;
(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
r e s p o n sible and reputable insurance companies or
associations and such applicable insurance company or
association has acknowledged its liability therefor in
writing;
(ix) easements, restrictions and other similar
encumbrances arising in the ordinary course of business,
which in the aggregate do not materially adversely affect
such Borrower's use of its properties; or
(x) in addition to the foregoing, securing amounts
not to exceed in the aggregate $75,000,000 for each
Borrower at any one time outstanding.
(b) Debt. Create, incur, assume or suffer to exist any
Debt, except:
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40
(i) Debt of such Borrower hereunder or under the
Notes;
(ii) Debt directly secured by Liens permitted by
Section 5.02(a)(iii)-(vii);
(iii) Senior Debt;
(iv) Debt of such Borrower under External Lines,
commercial paper and other forms of unsecured short-term
i n d ebtedness, such commercial paper and such other
unsecured short-term indebtedness having a stated maturity
not in excess of 270 days from the date of issuance;
provided, however, that the aggregate principal amount of
all Debt under External Lines of such Borrower, such
unsecured commercial paper of such Borrower and such other
u n s ecured short-term indebtedness of such Borrower,
together with the unpaid principal amount of Advances to
such Borrower, shall not exceed at any time the limits for
unsecured indebtedness set forth under its certificate of
incorporation as in effect on the date hereof;
(v) D e bt which is expressly and effectively
subordinated to the Debt hereunder and under the Notes and,
without limiting the generality of the foregoing, which
provides that, unless and until the Debt hereunder and
under the Notes shall have been paid in full, no payments
of any kind, whether for principal, interest, premium,
fees, expenses or otherwise, shall be made in the event of
an Event of Default described in Section 6.01(e) or (f)
below;
(vi) Debt arising from the purchase in the ordinary
course of its business as conducted on the date hereof of
fuel, supplies, equipment, services, electric energy and
capacity with respect to which no assertion that such Debt
is delinquent in payment has been made and outstanding for
more than 60 days, unless such Borrower is contesting such
assertion in good faith and by appropriate proceedings;
(vii) Debt with respect to unfunded vested benefits
under Plans or withdrawal liability incurred under ERISA by
a Borrower or any of its ERISA Affiliates to any
Multiemployer Plan;
(viii) D e b t w i th respect to capital lease
obligations;
(ix) Debt with respect to obligations arising under
arrangements for the lease of nuclear fuel and materials;
(x) any other unsecured Debt not to exceed, in the
case of GPU (on an unconsolidated basis), the aggregate
amount of $1,400,000,000 at any one time outstanding and,
<PAGE>
41
in the case of each of JC, PE and ME, the aggregate amount
of $200,000,000 at any one time outstanding; or
(xi) a l l Debt permitted pursuant to Section
5.02(c).
(c) A s sumptions, Guaranties, Etc. of Debt of Other
Persons. Assume, guarantee, endorse or otherwise become
directly or contingently liable (including, without limitation,
liable by way of agreement, contingent or otherwise, to
purchase, to provide funds for payment, to supply funds to or
otherwise invest in the debtor or otherwise to assure the
creditor against loss) in connection with any obligation or
Debt of any other Person, except:
(i) g u a ranties by endorsement of negotiable
i n s t r uments for deposit or collection or similar
transactions in the ordinary course of business;
(ii) obligations to pay insurance premiums;
(iii) guaranties existing on the date hereof to the
extent permitted pursuant to Section 5.02(b)(x);
(iv) guaranties by ME, JC and PE of obligations of
any Subsidiary of such Borrower to the extent permitted
pursuant to Section 5.02(b)(x);
(v) i n demnifications of any Borrower or GPU
Service Corporation or GPU Nuclear Corporation for the
benefit of suppliers and contractors of property or
services to any Borrower (other than GPU) with respect to
nuclear material and facilities;
(vi) guaranties or indemnifications by any Borrower
issued in the ordinary course of business of such Borrower
(and not covering the payment or performance of any
P e r s on's indebtedness for borrowed money) such as
self-insurance guaranties and those issued in favor of
surety companies issuing indemnity bonds, third party
vendors or customers to promote conservation of energy or
cogeneration, stock transfer agents, lessors or vendors of
equipment, supplies or services; and
(vii) guaranties by GPU of obligations of any
Subsidiary of GPU (only for so long as such Person is a
Subsidiary of GPU) to the extent permitted pursuant to
Section 5.02(b)(x).
(d) Mergers, Etc. Merge or consolidate with any Person,
unless:
(i) t h e surviving or resulting entity is a
Borrower hereunder;
<PAGE>
42
(ii) immediately after giving effect thereto no
Event of Default or Unmatured Default shall have occurred
and be continuing; and
(iii) the senior unsecured debt of the surviving or
resulting Borrower shall be rated at least investment grade
by S&P and/or Moody's.
(e) Sale of Assets, Etc. From the date hereof until the
Termination Date, GPU will not, and will not permit or cause
any other Borrower to, sell, transfer, lease, assign or
otherwise convey or dispose of more than 10% of its assets
(whether now owned or hereafter acquired), in any single or
series of transactions, whether or not related, except for (i)
dispositions of current assets in the ordinary course of
business as presently conducted, (i) dispositions of assets not
exceeding 5% of such Borrower s assets in connection with sale-
l e aseback transactions relating to such assets and (i)
conveyances of assets from one Borrower to another.
(f) Constituent Documents, Etc. GPU will not, and will
not permit or cause any other Borrower to (i) change in any
m a terial respect, the nature of its business, charter,
c e rtificate of incorporation or other similar document,
accounting policies or accounting practices (except as required
or permitted by the Financial Accounting Standards Board or
generally accepted accounting principles) (it being agreed that
such portion of any change to a charter, certificate of
incorporation or other similar document that provides for the
issuance of equity shall not be claimed material) or (i) cease
to engage in the business of the same general type as is now
conducted by such Borrower.
SECTION 5.3. Reporting Requirements. Each Borrower covenants
that it will, so long as any Note or any other amount owing
hereunder shall remain unpaid or any Bank shall have any
Commitment hereunder, unless the Majority Banks shall otherwise
consent in writing, furnish to each Bank:
(a) as soon as possible and in any event within three days
after the occurrence of each Event of Default and each
Unmatured Default continuing on the date of such statement, the
statement of the chief financial officer or Vice President and
Treasurer of such Borrower setting forth details of such Event
of Default or Unmatured Default and the action which such
Borrower proposes to take with respect thereto;
(b) as soon as available and in any event within sixty
days after the end of each of the first three quarters of each
fiscal year of such Borrower, a balance sheet of such Borrower
as of the end of such quarter and statements of income and
retained earnings and of source and application of funds of
such Borrower (in the case of GPU, on a consolidated and
consolidating basis) for the 3-month and 12-month periods
ending with the end of such quarter, setting forth in each case
<PAGE>
43
in comparative form the corresponding figures for the 3-month
and the 12-month periods ending on the corresponding date of
the preceding fiscal year, all in reasonable detail and duly
certified (subject to year-end audit adjustments) by the chief
financial officer or Vice President and Treasurer of such
Borrower as having been prepared in accordance with generally
accepted accounting principles consistently applied, together
with a certificate of said officer stating that said officer
has no knowledge that an Event of Default or an Unmatured
Default has occurred and is continuing or, if an Event of
Default or an Unmatured Default has occurred and is continuing,
a statement as to the nature thereof and the action which such
Borrower proposes to take with respect thereto;
(c) as soon as available and in any event within ninety
days after the end of each fiscal year of each Borrower, a copy
of the annual audit report for such year for such Borrower
including therein a balance sheet as of the end of such fiscal
year and statements of income and retained earnings and of
source and application of funds of such Borrower (in the case
of GPU, on a consolidated and consolidating basis) for such
f i s c al year, in each case certified (except for the
consolidating financial statements) by Coopers & Lybrand,
L.L.P. or other independent public accountants of recognized
s t a n ding acceptable to the Syndication Agent and the
Administrative Agent as having been prepared in accordance with
generally accepted accounting principles consistently applied
together with a certificate of (i) such accounting firm to the
Syndication Agent and the Administrative Agent stating that in
the course of its audit of the business of such Borrower, which
audit was conducted by such accounting firm in accordance with
generally accepted auditing standards, such accounting firm has
obtained no knowledge that an Event of Default or an Unmatured
Default relating to financial or accounting matters has
occurred and is continuing, or if, in the opinion of such
accounting firm, such an Event of Default or an Unmatured
Default has occurred and is continuing, a statement as to the
nature thereof and (i) the chief financial officer or Vice
President and Treasurer of such Borrower corresponding to the
certificate referred to in the last clause of Section 5.03(b);
(d) within thirty days after the filing thereof, copies of
all Annual Reports on Form 10-K (or successor form), Quarterly
Reports on Form 10-Q (or successor form), and reports on Form
8-K (or successor form) of the Borrowers filed with the SEC;
(e) as soon as possible and in any event within three days
of the occurrence of a material adverse change in the financial
position, operations or prospects of such Borrower, the
statement of the chief financial officer or Vice President and
Treasurer of such Borrower setting forth the details of such
change, the anticipated effects thereof and the action which
such Borrower proposes to take with respect thereto;
<PAGE>
44
(f) as soon as possible and in any event (A) within thirty
days after a Borrower knows or has reason to know, or a
Borrower has knowledge that any of its ERISA Affiliates knows
or has reason to know, that any ERISA Plan Termination Event
described in clause (i) of the definition of ERISA Plan
Termination Event with respect to any Plan has occurred and (A)
within ten days after a Borrower knows or has reason to know,
or a Borrower has knowledge that any of its ERISA Affiliates
knows or has reason to know, that any other ERISA Plan
Termination Event with respect to any Plan has occurred, a
statement of the chief financial officer or Vice President and
T r e asurer of such Borrower describing such ERISA Plan
Termination Event and the action, if any, which such Borrower
or such ERISA Affiliate proposes to take with respect thereto;
(g) promptly and in any event within five Business Days
after receipt thereof by a Borrower from the PBGC, or within
five Business Days after a Borrower has knowledge of the
receipt thereof by any of its ERISA Affiliates, copies of each
notice received by such Borrower or such ERISA Affiliate of the
PBGC s intention to terminate any Plan or to have a trustee
appointed to administer any such Plan;
(h) as soon as possible and in any event within three days
after any Borrower acquires knowledge of the filing of any
appeal of, or petition seeking modification or setting aside
of, any order of the SEC under the Utility Act obtained by the
Borrowers in connection with this Agreement, notice of such
appeal or petition together with a copy thereof, if available;
and
(i) s u ch other information respecting the business,
properties or the condition or operations, financial or
otherwise, of such Borrower as any Bank may through the
Administrative Agent from time to time reasonably request.
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.1. Events of Default. As to a Borrower, any of the
following events shall constitute an Event of Default ("Event of
Default") if it occurs and is continuing:
(a) Such Borrower shall fail to make any payment of
principal of any Advance when due or of interest thereon or
fees within five days after such interest or fees shall have
become due; or
(b) Any representation or warranty or written statement
made by such Borrower (or any of its officers) herein or in
connection with this Agreement or in any schedule, certificate
or other document delivered pursuant to or in connection with
this Agreement shall prove to have been incorrect in any
material respect when made; or
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45
(c) Such Borrower shall fail to perform or observe the
covenants set forth in Section 5.01(g) or Section 5.02(d) or
(e), or such Borrower shall fail to perform or observe any
other term, covenant or agreement contained herein on its part
to be performed or observed and any such failure shall remain
unremedied for thirty days after written notice thereof shall
have been given by the Administrative Agent or any Bank to such
Borrower (and, if such notice was given by a Bank, to the
Administrative Agent); or
(d) Such Borrower shall (i) fail to pay any Debt which is
outstanding in a principal amount of at least $20,000,000 in
the aggregate (but excluding Debt evidenced by the Notes) of
such Borrower, or premium or interest thereon, when due
( w h e t h er by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt, or (i)
fail to perform or observe any term, covenant or agreement on
its part to be observed under any agreement or instrument
relating to any such Debt, when required to be performed or
observed, and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument,
if the effect of such failure to perform or observe is to
accelerate, or to permit the acceleration of, the maturity of
such Debt; or any such Debt shall be declared to be due and
payable, or required to be prepaid (other than by a regularly
scheduled required prepayment or pursuant to any notice of
optional redemption with respect thereto), prior to the stated
maturity thereof; or
(e) Such Borrower or any Significant Subsidiary of a
Borrower shall generally not pay its debts as such debts become
due or shall admit in writing its inability to pay its debts
generally or shall make a general assignment for the benefit of
creditors or shall institute any proceeding or voluntary case
seeking to adjudicate it a bankrupt or insolvent or seeking
l i q u i d ation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its
debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or seeking the entry of an
order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any
s u b stantial part of its property or such Borrower or
Significant Subsidiary shall take any corporate action to
authorize any of the actions described in this subsection (e);
or
(f) Any proceeding shall be instituted against such
Borrower seeking to adjudicate it a bankrupt or insolvent or
seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its
debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or seeking the entry of an
order for relief or the appointment of a receiver, trustee,
<PAGE>
46
custodian or other similar official for it or for any
substantial part of its property and such proceeding shall
remain undismissed or unstayed for a period of 60 days; or
(g) A final judgment or order for the payment of money in
excess of $20,000,000 shall be rendered against such Borrower
and such judgment or order shall continue unsatisfied and in
effect for a period of thirty consecutive days (excluding
therefrom any period during which enforcement of such judgment
or order shall be stayed, whether by pendency of appeal,
posting of adequate security or otherwise);
(h) Any ERISA Plan Termination Event shall have occurred
with respect to a Plan which could reasonably be expected to
result in a material liability to such Borrower, and, 30 days
after notice thereof shall have been given to such Borrower by
t h e Administrative Agent or any Bank, such ERISA Plan
Termination Event shall still exist; or
(i) A Change in Control shall have occurred.
SECTION 6.2. Declaration by the Administrative Agent. If any
Event of Default described in subsections (a), (b), (c), (d),
(g), (h) or (i) of Section 6.01 shall occur and be continuing
with respect to a Borrower, then, and in any such event, the
Administrative Agent (A) shall at the request, or may with the
consent, of the Banks having at least 66-2/3% of the Commitments,
by notice to such Borrower and any one or more of the other
Borrowers, declare the obligation of each Bank to make Advances
to such Borrower to be terminated, whereupon the same shall
immediately terminate; and/or (B) shall at the request, or may
with the consent, of the Banks owed at least 66-2/3% of the then
aggregate unpaid principal amount of the Advances owing to Banks,
by notice to such Borrower, declare the Advances issued to such
Borrower, all interest thereon and all other amounts payable by
such Borrower under this Agreement and the Notes to be forthwith
due and payable, whereupon such Advances, all such interest and
all such amounts shall become and be immediately due and payable,
without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by each Borrower;
and if any Event of Default described in subsection (e) or (f) of
Section 6.01 shall occur and be continuing with respect to a
Borrower, then (A) the obligation of each Bank to make Advances
to the Borrowers shall automatically immediately terminate and
(A) the Advances issued to such Borrower, all interest thereon
and all other amounts payable by such Borrower under this
Agreement and the Notes shall automatically become and be due and
payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by each
Borrower.
<PAGE>
47
ARTICLE VII
THE SYNDICATION AGENT AND THE ADMINISTRATIVE AGENT
SECTION 7.1. Authorization and Action. Each Bank hereby
a p p o i nts and authorizes the Syndication Agent and the
Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated
t o t he Syndication Agent and the Administrative Agent,
respectively, by the terms hereof, together with such powers as
are reasonably incidental thereto. As to any matters not
expressly provided for by this Agreement (including, without
l i mitation, enforcement or collection of the Notes), the
Administrative Agent shall be required to exercise any discretion
or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority
Banks, and such instructions shall be binding upon all Banks and
all holders of Notes; provided, however, that the Administrative
Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary
to this Agreement or applicable law.
SECTION 7.2. The Syndication Agent and the Administrative
Agent. Under no circumstances whatsoever shall (a) Citibank, by
reason of its being a Syndication Agent, be responsible for or
liable because of any action taken or omitted to be taken by the
Administrative Agent, its directors, officers, employees or
agents, whether or not resulting from the gross negligence or
wilful misconduct of the Administrative Agent and (a) the
Administrative Agent, by reason of its being Administrative
Agent, be responsible for or liable because of any action taken
or omitted to be taken by Citibank, as Syndication Agent, its
d i rectors, officers, employees or agents, whether or not
resulting from the gross negligence or wilful misconduct of
Citibank as Syndication Agent. In the event that either
Citibank, as Syndication Agent, or the Administrative Agent is
held liable for the actions or omission of the other, the
Administrative Agent or Citibank (in its capacity as Syndication
Agent), as the case may be, agrees to indemnify the other from
and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the other as a result
of such action or omission by it.
SECTION 7.3. Reliance of the Syndication Agent and the
Administrative Agent, Etc. Neither the Syndication Agent, the
Administrative Agent, nor any of their respective directors,
officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection
with this Agreement, except for their own gross negligence or
wilful misconduct. Without limitation of the generality of the
foregoing, the Syndication Agent and the Administrative Agent:
(i) may treat the payee of any Note as the holder thereof until
the Administrative Agent receives and accepts an Assignment and
<PAGE>
48
Acceptance providing for the assignment thereof, in accordance
with Section 8.07, or receive other written notice of the
assignment or transfer thereof signed by such payee and in form
satisfactory to the Administrative Agent; (i) may consult with
legal counsel (including counsel for the Borrowers), independent
public accountants (including the Borrowers' independent public
accountants) and other experts selected by either the Syndication
Agent or the Administrative Agent and shall not be liable for any
action taken or omitted to be taken in good faith by either of
them in accordance with the advice of such counsel, accountants
or experts; (i) make no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements,
warranties or representations made in or in connection with this
Agreement; (i) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms,
covenants or conditions of this Agreement on the part of any
Borrower or to inspect the property (including the books and
records) of any Borrower; (i) shall not be responsible to any
Bank for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and (i) shall
incur no liability under or in respect of this Agreement by
acting upon any notice, consent, certificate or other instrument
or writing (which may be by telegram, telecopy, cable or telex)
believed by the recipient to be genuine and signed or sent by the
proper party or parties.
SECTION 7.4. Citibank, CMB and their Affiliates. With respect
to their respective Commitments, the Advances made by them and
the Notes issued to them, Citibank and CMB shall have the same
rights and powers under this Agreement as any other Bank and may
exercise the same as though it were not, respectively, the
Syndication Agent and the Administrative Agent, respectively; and
the term Bank or Banks shall, unless otherwise expressly
i n d icated, include Citibank and CMB in their individual
capacities. Citibank and CMB and their respective Affiliates may
accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with,
any Borrower, any of its Subsidiaries and any Person who may do
business with or own securities of any Borrower or any such
Subsidiary, all as if Citibank were not the Syndication Agent and
CMB were not the Administrative Agent without any duty to account
therefor to the Banks.
SECTION 7.5. Indemnification. The Banks agree to indemnify
each Arranger, the Syndication Agent and the Administrative Agent
(to the extent not reimbursed by any Borrower), ratably, from and
against any and all liabilities, obligations, losses, damages,
p e n alties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against either Arranger, the
Syndication Agent or the Administrative Agent in any way relating
to or arising out of this Agreement or any action taken or
omitted by either Arranger, the Syndication Agent or the
Administrative Agent under this Agreement, provided that no Bank
<PAGE>
49
shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or
wilful misconduct of the indemnitee. Without limitation of the
foregoing, each Bank agrees to reimburse either Arranger, the
Syndication Agent and the Administrative Agent promptly upon
demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by either Arranger, the
Syndication Agent or the Administrative Agent in connection with
t h e preparation, execution, administration or enforcement
(whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities
under, this Agreement, to the extent that either Arranger, the
Syndication Agent and the Administrative Agent are not reimbursed
for such expenses by any Borrower. For purposes of this Section
7.05, ratable allocations among the Banks shall be made (i) in
respect of any demand by either Arranger, the Syndication Agent
or the Administrative Agent prior to a declaration made pursuant
to Section 6.02, according to the respective amounts of their
Commitments and (i) thereafter according to the respective
principal amounts of the Advances then outstanding to them. The
A r r angers may rely on this Section 7.05 as third-party
beneficiaries hereto.
SECTION 7.6. Successor Agents. The Syndication Agent or the
Administrative Agent may resign at any time by giving written
notice thereof to the Banks and each Borrower and may be removed
at any time as the Syndication Agent or the Administrative Agent
(as the case may be) under this Agreement with or without cause
by the Majority Banks. Upon any such resignation or removal, the
Majority Banks shall have the right to appoint a successor
Syndication Agent or Administrative Agent (as the case may be),
which shall be a commercial bank organized under the laws of the
United States of America or of any State thereof and having a
combined capital and surplus of at least $1,000,000,000, and to
which the Borrowers shall have consented in writing, such consent
not to be unreasonably denied. If no successor Syndication Agent
or Administrative Agent shall have been so appointed by the
Majority Banks, and shall have accepted such appointment, within
thirty days after the giving of notice of resignation or the
Majority Banks' removal of the retiring Syndication Agent or
Administrative Agent, then the retiring Syndication Agent or
Administrative Agent (as the case may be) may, on behalf of the
Banks, appoint a successor Syndication Agent or Administrative
Agent, which shall be a commercial bank organized under the laws
of the United States of America or of any State thereof and
having a combined capital and surplus of at least $1,000,000,000
and to which the Borrowers shall have consented in writing, such
consent not to be unreasonably denied. Upon the acceptance of
any appointment as Syndication Agent or Administrative Agent
hereunder by a successor Syndication Agent or Administrative
Agent, such successor Syndication Agent or Administrative Agent
shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Syndication Agent
or Administrative Agent, and the retiring Syndication Agent or
<PAGE>
50
Administrative Agent shall be discharged from its duties and
o b ligations as Syndication Agent or Administrative Agent,
r e s pectively, under this Agreement. After any retiring
Syndication Agent's or Administrative Agent's resignation or
removal hereunder as Syndication Agent or Administrative Agent,
the provisions of this Article VII shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was
the Syndication Agent or the Administrative Agent under this
Agreement.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1. Amendments, Etc. Except as otherwise provided in
this Agreement, no amendment or waiver of any provision of this
Agreement or the Committed Advance Notes, nor consent to any
departure by any Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the
Majority Banks, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all the
Banks, do any of the following: (a) waive any of the conditions
specified in Section 3.01, 3.02 or 3.03 (if and to the extent
that the Committed Borrowing which is the subject of such waiver
would involve an increase in the aggregate outstanding amount of
Committed Advances over the aggregate amount of Committed
A d v ances outstanding immediately prior to such Committed
Borrowing), (a) increase the Commitments of the Banks or subject
the Banks to any additional obligations, (a) reduce the principal
of, or interest on, any Committed Advance Note or any fees or
other amounts payable hereunder, (a) postpone any date fixed for
any payment of principal of, or interest on, any Committed
Advance Note or any fees or other amounts payable hereunder, (a)
change the percentage of the Commitments or of the aggregate
unpaid principal amount of any Note, or the number of Banks,
which shall be required for the Banks or any of them to take any
action hereunder or (a) amend this Section 8.01; provided,
further, that no amendment, waiver or consent shall, unless in
writing and signed by a Bank which has made a Competitive
Advance, and then only as to such Competitive Advance, do any of
the following: (x) reduce the principal of, or interest on, any
Competitive Advance Note or (y) postpone any date fixed for any
payment of principal of, or interest on, any Competitive Advance
Note; and provided, further, that no amendment, waiver or consent
shall, unless in writing and signed by the Syndication Agent or
the Administrative Agent, as the case may be, in addition to the
Banks required above to take such action, affect the rights or
duties of the Syndication Agent or the Administrative Agent, as
the case may be, under this Agreement or any Note.
S E C T I O N 8.2. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing
(including telegraphic, telecopy, telex or cable communication)
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51
a n d mailed, telegraphed, telecopied, telexed, cabled or
delivered, if to:
(i) GPU, at its address at 100 Interpace Parkway,
Parsippany, New Jersey 07054, Attention: Vice President and
Treasurer;
(ii) J C , at its address at 300 Madison Avenue,
Morristown, New Jersey 07960, Attention: Vice President and
Treasurer;
(iii) ME, at its address at 2800 Pottsville Pike,
Muhlenberg Township, Berks County, Pennsylvania 19605 (P.O. Box
16001, Reading, Pennsylvania 19640), Attention: Vice President
and Treasurer;
(iv) PE, at its address at 2800 Pottsville Pike,
Muhlenberg Township, Berks County, Pennsylvania 19605 (P.O. Box
16001, Reading, Pennsylvania 19640), Attention: Vice President
and Treasurer;
(v) any Bank, at its Domestic Lending Office;
(vi) Citibank, as Syndication Agent, at its address at
1 Court Square, Long Island City, New York, Attention: Bank
Loan Services 11120; and
(vii) the Administrative Agent, c/o Chemical Bank at its
address at 140 East 45th Street, New York, New York 10017,
Attention: Agent Bank Services;
or, as to each party, at such other address as shall be
designated by such party in a written notice to the other
parties. All such notices and communications shall, when mailed,
telegraphed, telecopied, telexed or cabled, be effective when
deposited in the mails, delivered to the telegraph company, sent
by telecopier, confirmed by telex answerback or delivered to the
c a b l e c ompany, respectively, except that notices and
communications to the Syndication Agent or the Administrative
Agent pursuant to Article II or VII and Section 8.06 shall not be
effective until received by the Syndication Agent or the
Administrative Agent, as the case may be.
SECTION 8.3. No Waiver; Remedies. No failure on the part of
any Bank or the Syndication Agent or the Administrative Agent to
exercise, and no delay in exercising, any right hereunder or
under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other
or further exercise thereof or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
SECTION 8.4. Costs, Expenses and Taxes. The Borrowers agree
to pay on demand all reasonable costs and expenses in connection
with the preparation, execution, delivery, modification and
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52
amendment of this Agreement, the Notes and the other documents to
be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the
Syndication Agent with respect thereto and with respect to
advising the Syndication Agent and the Administrative Agent as to
t h e i r respective rights and responsibilities under this
Agreement, and all costs and expenses, if any (including, without
limitation, reasonable counsel fees and expenses), in connection
w i th the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and the Notes. The
Borrowers also agree to indemnify the Syndication Agent, the
Administrative Agent and each Bank from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or
asserted against the Syndication Agent, the Administrative Agent
or any Bank in any way relating to or arising out of this
Agreement or the Notes or any action taken or omitted by the
S y n dication Agent, the Administrative Agent or any Bank
hereunder, except for such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
d i sbursements resulting from the Syndication Agent's, the
Administrative Agent's or any Bank's gross negligence or willful
misconduct. 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 Agreement, the
Notes and the other documents to be delivered hereunder, and
agree to save the Syndication Agent, 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 8.5. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default as to a Borrower
and (i) the making of the request or the granting of the consent
specified by Section 6.02 to authorize the Administrative Agent
to declare the Advances of such Borrower due and payable pursuant
to the provisions of Section 6.02, each Bank is hereby authorized
at any time and from time to time, without notice to such
Borrower (any such notice being expressly waived by each
Borrower) to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at
any time owing by such Bank to or for the credit or the account
of such Borrower against any and all of the obligations of such
Borrower now or hereafter existing under this Agreement and any
Note of such Borrower held by such Bank, irrespective of whether
or not such Bank shall have made any demand under this Agreement
or such Note and although such obligations may be contingent and
unmatured. Each Bank agrees promptly to notify such Borrower
after any such set-off and application made by such Bank,
provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of each
Bank under this Section are in addition to other rights and
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53
remedies (including, without limitation, other rights of set-off)
which such Bank may have.
SECTION 8.6. Bank Credit Decisions. Each Bank acknowledges
that it has, independently and without reliance upon the
Administrative Agent, the Syndication Agent or any other Bank and
based on the financial information referred to in Sections
5.01(d) and 5.03 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Bank also acknowledges that
i t w i l l, independently and without reliance upon the
Administrative Agent, the Syndication Agent or any other Bank and
based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement.
SECTION 8.7. Binding Effect. (a) This Agreement shall become
effective when it shall have been executed by the Borrowers and
the Syndication Agent and the Administrative Agent and when the
Administrative Agent shall have been notified by each Bank that
such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrowers, the Syndication Agent,
the Administrative Agent and each Bank and their respective
successors and permitted assigns, except that no Borrower shall
have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Banks.
(b) Notwithstanding anything to the contrary set forth
herein or in any document entered into pursuant hereto, neither
ME nor PE shall have any rights or obligations as a Borrower
hereunder or under any document entered into pursuant hereto
until the following condition shall have been satisfied: ME or
P E , as the case may be, shall have delivered to the
Administrative Agent, in sufficient copies for each of the Banks,
a final, non-appealable order of the PaPUC authorizing ME or PE,
as the case may be, to perform the obligations to be performed by
it hereunder and the Notes to which it is, or will be, a party,
together with an opinion of counsel, in form and substance
acceptable to the Administrative Agent and the Syndication Agent
as to such order, the enforceability of the obligations of ME or
PE, as the case may be, hereunder and such other matters as any
Bank may reasonably request through the Administrative Agent or
the Syndication Agent. It is expressly understood and agreed
that, in entering into this Agreement, the Administrative Agent,
the Syndication Agent and the Banks may nevertheless rely on the
representations and warranties made by ME and PE herein.
SECTION 8.8. Assignments and Participations. (a) Each Bank
may assign to one or more Banks or other entities all or a
portion of its rights and obligations under this Agreement
( i ncluding, without limitation, all or a portion of its
Commitment, the Committed Advances owing to it and the Committed
Advance Note or Notes held by it); provided, however, that (i)
each such assignment shall be of a constant, and not a varying,
percentage of the assigning Bank s rights and obligations under
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54
this Agreement, (i) the amount of the Commitment of the assigning
Bank being assigned pursuant to each such assignment (determined
as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than $5,000,000 and
shall be an integral multiple of $1,000,000, (i) each such
assignment shall be to an Eligible Assignee, and (i) the parties
to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance, an Assignment and
Acceptance, together with any Committed Advance Note or Notes
subject to such assignment and (other than in connection with an
assignment by a Bank to one of its Affiliates) a processing and
recordation fee of $3,000. Upon such execution, delivery and
acceptance, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be
a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Bank
hereunder and (y) the Bank assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Bank s rights and
obligations under this Agreement, such Bank shall cease to be a
party hereto). The Administrative Agent shall provide to the
Syndication Agent, from time to time and when requested by the
Syndication Agent, a current listing of the Banks and their
respective interests as they appear on the records maintained by
the Administrative Agent.
(b) B y executing and delivering an Assignment and
Acceptance, the Bank assignor thereunder and the assignee
thereunder confirm to and agree with each other and the other
parties hereto as follows: (A) other than as provided in such
A s s ignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in
or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished
pursuant hereto; (B) such assigning Bank makes no representation
or warranty and assumes no responsibility with respect to the
financial condition of any Borrower or the performance or
observance by any Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant
hereto; (C) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements
referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit
a n alysis and decision to enter into such Assignment and
Acceptance; (D) such assignee will, independently and without
reliance upon the Syndication Agent, the Administrative Agent,
such assigning Bank or any other Bank and based on such documents
and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking
<PAGE>
55
action under this Agreement; (E) such assignee confirms that it
i s an Eligible Assignee; (F) such assignee appoints and
authorizes the Syndication Agent and the Administrative Agent to
take such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Syndication
Agent and the Administrative Agent by the terms hereof, together
with such powers as are reasonably incidental thereto; and (G)
such assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Bank.
(c) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and
Acceptance delivered to and accepted by it. Such copies shall be
available for inspection by the Borrowers, the Syndication Agent
or any Bank at any reasonable time and from time to time upon
reasonable prior notice.
(d) Upon its receipt of an Assignment and Acceptance
executed by an assigning Bank and an assignee, together with the
Committed Advance Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit G
hereto, (A) accept such Assignment and Acceptance, and (B) give
prompt notice thereof to the Borrowers and to the Syndication
Agent. Within five Business Days after its receipt of such
notice, the Borrowers, at their own expense, shall execute and
deliver to the Administrative Agent (i) in exchange for the
surrendered Committed Advance Note or Notes, a new Committed
Advance Note or Notes to the order of such assignee in an amount
equal to the Commitment assumed by it pursuant to such Assignment
and Acceptance and, if the assigning Bank has retained a
Commitment hereunder, a new Committed Advance Note or Notes to
the order of the assigning Bank in an amount equal to the
Commitment retained by it hereunder, as appropriate, and (ii) if
all or a portion of a Commitment has been assigned, a new
Competitive Advance Note or Notes to the order of such assignee
in an amount equal to the aggregate amount of the Commitments.
Such new Committed Advance Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such
surrendered Committed Advance Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A hereto. Such
new Competitive Advance Note or Notes shall be dated the
Effective Date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit B hereto.
(e) No assignments of all or a portion of a Commitment
under paragraph (a) of this Section 8.08 may be effected by a
Bank to any Person that is not an Affiliate of such Bank unless,
prior to such assignment, each Borrower shall have consented in
writing to such Person receiving such assignment under this
Section 8.08 (such consent not to be unreasonably withheld).
<PAGE>
56
(f) Each Bank may sell participations to one or more banks
or other entities in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation,
all or a portion of its Commitment, the Advances owing to it and
the Note or Notes held by it); provided, however, that (i) such
Bank s obligations under this Agreement (including, without
limitation, its Commitment to the Borrowers hereunder) shall
remain unchanged, (i) such Bank shall remain solely responsible
to the other parties hereto for the performance of such
obligations, (i) such Bank shall remain the holder of any such
Note for all purposes of this Agreement, (i) the Borrowers, the
Syndication Agent, the Administrative Agent and the other Banks
shall continue to deal solely and directly with such Bank in
connection with such Bank s rights and obligations under this
Agreement and (i) the grantee of any such participation, other
than an Affiliate of such Bank, shall not be entitled to direct
such Bank to take or omit to take any action hereunder, except
action which would have the effect of (A) extending the time for
payment of interest on, or the final maturity of the principal
amount of, the Notes, (A) reducing the principal amount of or the
rate of interest payable on the Notes or (A) reducing or
extending the time for payment of the Facility Fee.
(g) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to
this Section 8.08, disclose to the assignee or participant or
proposed assignee or participant, any information relating to any
Borrower furnished to such Bank by or on behalf of such Borrower;
provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant, if not an
Eligible Assignee, shall agree to preserve the confidentiality of
any confidential information relating to such Borrower received
by it from such Bank.
(h) A n ything in this Section 8.08 to the contrary
notwithstanding, any Bank may assign and pledge all or any
portion of the Advances owing to it to any Federal Reserve Bank
( a nd its transferees) as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve
System and any Operating Circular issued by such Federal Reserve
Bank. No such assignment shall release the assigning Bank from
its obligations hereunder. Notwithstanding any such assignment,
the Borrowers shall continue to deal exclusively with the
Administrative Agent, the Syndication Agent and the assigning
Bank with respect to all matters arising under this Agreement.
SECTION 8.9. Waiver of Jury Trial. The Borrowers, the
Syndication Agent, the Administrative Agent and the Banks
irrevocably waive all right to trial by jury in any action,
proceeding or counterclaim arising out of or relating to this
Agreement, the Notes or any instrument or document delivered
hereunder or thereunder, except that the foregoing shall not
preclude any party hereto from submitting to a jury for
determination in any such action, proceeding or counterclaim any
dispute involving (a) the accuracy or completeness of any
<PAGE>
57
representation or warranty made in Article IV hereof, (a) the
performance of any covenant or agreement contained in Article V
hereof, or (a) questions of materiality, or the reasonableness
of, or good faith basis for, any action taken, or determination
made, by any other party hereto (other than in respect of any
calculation of principal, interest, fees, or increased costs
payable by any Borrower hereunder).
SECTION 8.10. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws
of the State of New York.
SECTION 8.11. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
SECTION 8.12. Integration. This Agreement, the letters
described in Section 2.05(c) and the Notes set forth the entire
understanding of the parties hereto with respect to all matters
contemplated hereby and thereby and supersede all previous
agreements and understandings among them concerning such matters.
No statements or agreements, oral or written, made prior to or at
the signing hereof, shall vary, waive or modify the written terms
hereof. Nothing in this Agreement, such letters and the Notes,
expressed or implied, is intended to confer upon any party other
than the parties hereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement, such letters or
the Notes.
SECTION 8.13. Severability. In the event any one or more of
the provisions contained in this Agreement or the Notes should be
held invalid, illegal, or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal, or unenforceable
provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal, or
unenforceable provisions.
SECTION 8.14. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the
c o n s truction of, or to be taken into consideration in
interpreting, this Agreement.
<PAGE>
S-1
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
GENERAL PUBLIC UTILITIES
CORPORATION
By______________________________________
Title:
JERSEY CENTRAL POWER & LIGHT
COMPANY
By________________________________________
Title:
METROPOLITAN EDISON COMPANY
By_________________________________________
Title:
PENNSYLVANIA ELECTRIC COMPANY
By_________________________________________
Title:
THE CHASE MANHATTAN BANK, N.A.,
as Administrative Agent
By___________________________________________
Title:
CITIBANK, N.A., as Syndication Agent
By__________________________________________
Title:
<PAGE>
S-2
The Commitments The Banks
$125,000,000 CITIBANK, N.A.
By__________________________________________
Title:
$125,000,000 THE CHASE MANHATTAN BANK,
N.A.
By___________________________________________
Title:<PAGE>
<TABLE>
SCHEDULE I
LIST OF LENDING OFFICES
<CAPTION>
<S> <C> <C> <C>
Name of Bank Domestic Lending Office CD Lending Office Eurodollar Lending
Office
The Chase Manhattan Bank 140 East 45th Street Same as Domestic Same as Domestic
New York, New York 10017 Lending Office Lending Office
Attention: Agent Bank
Services
Citibank, N.A. One Court Square Same as Domestic Same as Domestic
Long Island, New York 11120 Lending Office Lending Office
Attention: Bank Loan
Services
</TABLE>
<PAGE>
SCHEDULE II
SENIOR DEBT DOCUMENTS
1. JC
First Mortgage Bonds
Indenture, dated as of March 1, 1946, to United States
Trust Company of New York, as Successor Trustee, as
supplemented
Debentures
Subordinated Debenture Indenture, dated as of May 1, 1995
to United States Trust Company of New York, as Trustee
2. ME
First Mortgage Bonds
Indenture, dated November 1, 1944 to United States Trust
Company of New York, as Successor Trustee, as supplemented
Debentures
Subordinated Debenture Indenture, dated as of August 1,
1994, to United States Trust Company of New York, as
Trustee
3. PE
First Mortgage Bonds
Mortgage and Deed of Trust dated as of January 1, 1942 to
United States Trust Company of New York, as Successor
Trustee, as supplemented
Debentures
Subordinated Debenture Indenture, dated as of July 1, 1994
to United States Trust Company of New York, as Trustee<PAGE>
EXHIBIT A-1
FORM OF GPU COMMITTED ADVANCE NOTE
U.S. $ Dated: , 19
F O R VALUE RECEIVED, the undersigned, GENERAL PUBLIC
U T I L I T IES 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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, 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
p a yment 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 Amended
and Restated Credit Agreement, dated as of May 6, 1996 (as the
same may be further amended, modified or supplemented, the
"Credit Agreement") among the Borrower, the other Borrowers party
thereto, the Bank and certain other banks party thereto, The
Chase Manhattan Bank, N.A., as Administrative Agent for the Bank
and such other banks and Citibank, N.A., as Syndication Agent for
the Banks 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 evidenced by
t h i s Promissory Note, and (ii) contains provisions for
<PAGE>
2
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:
<PAGE>
3
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, 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
p a yment 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 Amended
and Restated Credit Agreement, dated as of May 6, 1996 (as the
same may be further amended, modified or supplemented, the
"Credit Agreement") among the Borrower, the other Borrowers party
thereto, the Bank and certain other banks party thereto, The
Chase Manhattan Bank, N.A., as Administrative Agent for the Bank
and such other banks and Citibank, N.A., as Syndication Agent for
the Banks 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 evidenced by
t h i s 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
<PAGE>
ii
hereof prior to the maturity hereof upon the terms and conditions
therein specified.
The Borrower hereby waives presentment, demand, protest
and notice of any kind. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed
in accordance with, the laws of the State of New York, United
States.
JERSEY CENTRAL POWER & LIGHT
COMPANY
By_________________________
Title:
<PAGE>
iii
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, 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
p a yment 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 Amended
and Restated Credit Agreement, dated as of May 6, 1996 (as the
same may be further amended, modified or supplemented, the
"Credit Agreement") among the Borrower, the other Borrowers party
thereto, the Bank and certain other banks party thereto, The
Chase Manhattan Bank, N.A., as Administrative Agent for the Bank
and such other banks and Citibank, N.A., as Syndication Agent for
the Banks 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 evidenced by
t h i s 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
<PAGE>
ii
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:
<PAGE>
iii
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, 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
p a yment 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 Amended
and Restated Credit Agreement, dated as of May 6, 1996 (as the
same may be further amended, modified or supplemented, the
"Credit Agreement") among the Borrower, the other Borrowers party
thereto, the Bank and certain other banks party thereto, The
Chase Manhattan Bank, N.A., as Administrative Agent for the Bank
and such other banks and Citibank, N.A., as Syndication Agent for
the Banks 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 evidenced by
t h i s 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
<PAGE>
ii
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:
<PAGE>
iii
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<PAGE>
EXHIBIT B-1
FORM OF GPU COMPETITIVE ADVANCE NOTE
U.S. $ Dated: , 19
FOR VALUE RECEIVED, the undersigned, GENERAL PUBLIC
U T I L I T IES 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 Competitive
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 Competitive 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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, in same day funds. Each Competitive 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 Competitive Advance or any
p a yment 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 Competitive Advance
Notes referred to in, and is entitled to the benefits of, the
Amended and Restated Credit Agreement, dated as of May 6, 1996
(as the same may be further amended, modified or supplemented,
the "Credit Agreement") among the Borrower, the other Borrowers
party thereto, the Bank and certain other banks party thereto,
The Chase Manhattan Bank, N.A., as Administrative Agent for the
Bank and such other banks, and Citibank, N.A., as Syndication
Agent for the Banks and such other banks. The Credit Agreement,
among other things, (i) provides for the making of advances (the
"Competitive 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 evidenced by
t h i s Promissory Note, and (ii) contains provisions for
<PAGE>
ii
acceleration of the maturity hereof upon the happening of certain
stated events.
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:
<PAGE>
iii
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<PAGE>
EXHIBIT B-2
FORM OF JC COMPETITIVE 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 Competitive 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 Competitive 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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, in same day funds. Each Competitive 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 Competitive Advance or any
p a yment 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 Competitive Advance
Notes referred to in, and is entitled to the benefits of, the
Amended and Restated Credit Agreement, dated as of May 6, 1996
(as the same may be further amended, modified or supplemented,
the "Credit Agreement") among the Borrower, the other Borrowers
party thereto, the Bank and certain other banks party thereto,
The Chase Manhattan Bank, N.A., as Administrative Agent for the
Bank and such other banks, and Citibank, N.A., as Syndication
Agent for the Banks and such other banks. The Credit Agreement,
among other things, (i) provides for the making of advances (the
"Competitive 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 evidenced by
t h i s Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events.
<PAGE>
ii
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:
<PAGE>
iii
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<PAGE>
EXHIBIT B-3
FORM OF ME COMPETITIVE 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 Competitive 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 Competitive 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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, in same day funds. Each Competitive 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 Competitive Advance or any
p a yment 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 Competitive Advance
Notes referred to in, and is entitled to the benefits of, the
Amended and Restated Credit Agreement, dated as of May 6, 1996
(as the same may be further amended, modified or supplemented,
the "Credit Agreement") among the Borrower, the other Borrowers
party thereto, the Bank and certain other banks party thereto,
The Chase Manhattan Bank, N.A., as Administrative Agent for the
Bank and such other banks, and Citibank, N.A., as Syndication
Agent for the Banks and such other banks. The Credit Agreement,
among other things, (i) provides for the making of advances (the
"Competitive 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 evidenced by
t h i s Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events.
<PAGE>
ii
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:
<PAGE>
iii
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<PAGE>
EXHIBIT B-4
FORM OF PE COMPETITIVE 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 Competitive 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 Competitive 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 The Chase Manhattan Bank, N.A.,
as Administrative Agent, for the account of the Bank at such
account in New York, New York as the Administrative Agent shall
specify, in same day funds. Each Competitive 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 Competitive Advance or any
p a yment 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 Competitive Advance
Notes referred to in, and is entitled to the benefits of, the
Amended and Restated Credit Agreement, dated as of May 6, 1996
(as the same may be further amended, modified or supplemented,
the "Credit Agreement") among the Borrower, the other Borrowers
party thereto, the Bank and certain other banks party thereto,
The Chase Manhattan Bank, N.A., as Administrative Agent for the
Bank and such other banks, and Citibank, N.A., as Syndication
Agent for the Banks and such other banks. The Credit Agreement,
among other things, (i) provides for the making of advances (the
"Competitive 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 evidenced by
t h i s Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain
stated events.
<PAGE>
ii
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:
<PAGE>
iii
ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL
Amount of
Principal Unpaid
Amount of Maturity Interest Paid or Principal Notation
Date Advance of Advance Rate Prepaid Balance Made By
<PAGE>
EXHIBIT C
FORM OF NOTICE OF CONVERSION
______________ __, ____
T h e Chase Manhattan Bank,
N.A.,
as Administrative Agent for
the Banks parties to the
Credit Agreement referred to
below
c/o Chemical Bank
140 East 45th Street
New York, New York 10017
Attention: Agent Bank Services
Ladies and Gentlemen:
The undersigned, [Name of Borrower], refers to the Amended
and Restated Credit Agreement, dated as of May 6, 1996, (as
amended, modified or supplemented from time to time, the "Credit
Agreement"), among General Public Utilities Corporation, Jersey
Central Power & Light Company, Metropolitan Edison Company and
Pennsylvania Electric Company, certain Banks parties thereto, The
Chase Manhattan Bank, N.A., as Administrative Agent for said
Banks, and Citibank, N.A., as Syndication Agent for said Banks,
and hereby gives you notice, pursuant to Section 2.02 of the
C r e dit Agreement that the undersigned hereby requests a
Conversion under the Credit Agreement, and in that connection
sets forth below the information relating to such Conversion (the
"Proposed Conversion") as required by Section 2.02(a) of the
Credit Agreement:
(i) The Business Day of the Proposed Conversion
is ________, __________.
(ii) The Type of Advances comprising the Proposed
Conversion is [CD Rate Advances] [Base Rate Advances]
[Eurodollar Rate Advances].
(iii) T h e aggregate amount of the Proposed
Conversion is $_____________.
(iv) The Type of Advances to which such Advances are
proposed to be Converted is [CD Rate Advances] [Base Rate
Advances] [Eurodollar Rate Advances].
<PAGE>
ii
(v) The Interest Period for each Advance made as part
of the Proposed Conversion is [ days] [
month(s)].*
The undersigned hereby acknowledges that the delivery of
this Notice of Conversion shall constitute a representation and
warranty by the Borrower that, on the date of the Proposed
Conversion, the statements contained in Section 3.02(a) of the
Credit Agreement are true.
Capitalized terms used herein and not otherwise defined have
the meanings assigned thereto in the Credit Agreement.
Very truly yours,
[NAME OF BORROWER]
By_________________________
Title:
__________________________
* Delete for Base Rate Advances
<PAGE>
EXHIBIT D-1
FORM OF NOTICE OF COMMITTED BORROWING
_________________ ___, 19___
T h e Chase Manhattan Bank,
N.A.,
as Administrative Agent for
the Banks parties to the
Credit Agreement referred to
below
c/o Chemical Bank
140 East 45th Street
New York, New York 10017
Attention: Agent Bank Services
Ladies and Gentlemen:
The undersigned, [Name of Borrower] (the "Company"), refers
to the Amended and Restated Credit Agreement, dated as of May 6,
1996 (the "Credit Agreement"), among General Public Utilities
Corporation, Jersey Central Power & Light Company, Metropolitan
Edison Company and Pennsylvania Electric Company, certain Banks
party thereto, The Chase Manhattan Bank, N.A., as Administrative
Agent for said Banks and Citibank, N.A., as Syndication Agent for
said Banks. The Company hereby gives you irrevocable notice
pursuant to Section 2.01 of the Credit Agreement, and requests a
Committed Borrowing under the Credit Agreement, and in that
connection sets forth below the terms on which such Borrowing
(the "Proposed Committed Borrowing") is made:
(A) Date of Proposed Committed __________________
Borrowing (which is a Business Day)
(B) Principal amount of Proposed __________________
Committed Borrowing*
______________________________
* Not less than $10,000,000 or greater than the aggregate
of the Commitments, less the Competitive Reduction, and
in integral multiples of $1,000,000.
<PAGE>
ii
(C) Type of Committed Advances** __________________
(D) Interest Period and the __________________
last date thereof***
(E) Name of Borrower __________________
T h e undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the Proposed Committed Borrowing:
((i) the representations and warranties contained in
Section 4.01 ****[(excluding those contained in subsections (e)
and (n) thereof)] are correct, before and after giving effect to
the Proposed Committed Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date; and
((ii) no event has occurred and is continuing, or would
result from such Proposed Committed Borrowing or from the
application of the proceeds therefrom, which constitutes an Event
of Default or an Unmatured Default.
Capitalized terms used herein and not otherwise defined have
the meanings assigned thereto in the Credit Agreement.
Very truly yours,
[NAME OF BORROWER]
By________________________
Title:
________________________________
** Eurodollar Rate, CD Rate or Base Rate.
*** Which shall end not later than the Termination Date.
**** To be included in Notices of Committed Borrowing
pursuant to Section 3.02.
<PAGE>
EXHIBIT D-2
FORM OF REQUEST FOR COMPETITIVE BORROWING
____________ ___, 19___
T h e Chase Manhattan Bank,
N.A.,
as Administrative Agent for
the Banks parties to the
Credit Agreement referred to
below
c/o Chemical Bank
140 East 45th Street
New York, New York 10017
Attention: Agent Bank Services
Ladies and Gentlemen:
The undersigned, [Name of Borrower] (the "Company"), refers
to the Amended and Restated Credit Agreement, dated as of May 6,
1996 (the "Credit Agreement"), among General Public Utilities
Corporation, Jersey Central Power & Light Company, Metropolitan
Edison Company and Pennsylvania Electric Company, certain Banks
p a r t i e s thereto, The Chase Manhattan Bank, N.A., as
Administrative Agent for said Banks, and Citibank, N.A., as
Syndication Agent for said Banks. The Company hereby gives you
notice pursuant to Section 2.03 of the Credit Agreement that it
requests a Competitive Borrowing under the Credit Agreement, and
in that connection sets forth below the terms on which such
Competitive Borrowing (the "Proposed Competitive Borrowing") is
requested to be made:
(i) Date of Proposed Competitive ____________________
Borrowing (which is a Business
Day)
(ii) Principal amount of Proposed ____________________
Competitive Borrowing*
_______________________
* Not less than $5,000,000 or greater than the aggregate
of the Commitments, less the Competitive Reduction, and
in integral multiples of $1,000,000.
<PAGE>
ii
<PAGE>
iii
(iii) Fixed interest rate ____________________
(iv) Interest Period and any earlier ____________________
payment dates
(v) Name of Borrower ____________________
T h e undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the
date of the Proposed Competitive Borrowing:
(1) the representations and warranties contained in
Section 4.01 are correct, before and after giving
effect to the Proposed Competitive Borrowing and to
the application of the proceeds therefrom, as though
made on and as of such date; and
(2) no event has occurred and is continuing, or would
result from the Proposed Competitive Borrowing or
from the application of the proceeds therefrom, which
constitutes an Event of Default or an Unmatured
Default; and
(3) the aggregate amount of the Proposed Competitive
Borrowing and all other Borrowings to be made on the
same day under the Credit Agreement is within the
aggregate amount of the unused Commitments of the
Banks.
T h e u ndersigned hereby confirms that the Proposed
Competitive Borrowing is to be made available to it in accordance
with Section 2.03 of the Credit Agreement.
____________________________
** Which shall end not later than the Termination Date.
<PAGE>
iv
Capitalized terms not otherwise defined have the meanings
assigned thereto in the Credit Agreement.
Very truly yours,
[NAME OF BORROWER]
By_____________________________
Title:
<PAGE>
EXHIBIT D-3
FORM OF NOTICE OF COMPETITIVE BORROWING REQUEST
____________ ___, 19___
[Name of Bank]
[Address]
Attention: __________________________
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Credit
Agreement, dated as of May 6, 1996 (the "Credit Agreement"),
among General Public Utilities Corporation, Jersey Central Power
& Light Company, Metropolitan Edison Company and Pennsylvania
E l ectric Company, certain Banks party thereto, The Chase
Manhattan Bank, N.A., as Administrative Agent for said Banks, and
Citibank, N.A., as Syndication Agent for said Banks. [Name of
B o r r o wer] made a Request for Competitive Borrowing on
______________ ___, ____ pursuant to Section 2.03 of the Credit
Agreement, and in that connection you are invited to submit a
Competitive Advance offer on or before [Date/Time].* Your offer
for a Competitive Advance must comply with Section 2.03(b) of the
Credit Agreement and the terms set forth below on which the
Request for Competitive Borrowing was made:
(i) Date of Proposed Competitive ____________________
Borrowing (which is a Business
Day)
(i) Principal amount of Proposed ____________________
Competitive Borrowing
(i) Fixed interest rate ____________________
_____________________________
* Each offer to make a Competitive Advance must be
received by the Administrative Agent via telex,
telecopy, cable or telephone, confirmed immediately
in writing, not later than 9:30 A.M., New York City
time, on the date of the proposed Competitive
Borrowing.
<PAGE>
ii
(i) Interest Period and any earlier ____________________
payment dates
(i) Name of Borrower ____________________
Very truly yours,
THE CHASE MANHATTAN BANK, N.A,
as Administrative Agent
By______________________________
Title:
<PAGE>
EXHIBIT D-4
FORM OF COMPETITIVE ADVANCE OFFER
____________ ___, 19___
T h e Chase Manhattan Bank,
N.A.,
as Administrative Agent for
the Banks parties to the
Credit Agreement referred to
below
c/o Chemical Bank
140 East 45th Street
New York, New York 10017
Attention: Agent Bank Services
Ladies and Gentlemen:
The undersigned, [Name of Bank], refers to the Amended and
Restated Credit Agreement dated as of May 6, 1996 (the "Credit
Agreement"), among General Public Utilities Corporation, Jersey
Central Power & Light Company, Metropolitan Edison Company and
Pennsylvania Electric Company, certain Banks party thereto, The
Chase Manhattan Bank, N.A., as Administrative Agent for said
Banks, and Citibank, N.A., as Syndication Agent for said Banks.
The undersigned hereby offers to make a Competitive Advance
pursuant to Section 2.03 of the Credit Agreement, in response to
the Request for Competitive Borrowing given by [Name of the
Borrower] on ______________, _____, and in that connection sets
forth below the terms on which such Competitive Advance would be
made:
(i) Principal amount* ____________________
(i) Fixed interest rate ____________________
(i) Interest Period and ____________________
any earlier payment dates
_______________________
* Not less than $5,000,000 or greater than the amount of
the Proposed Competitive Borrowing, and in integral
multiples of $1,000,000. The Borrower may accept
multiple bids.
<PAGE>
ii
(i) Name of Borrower ____________________
The undersigned hereby confirms that it is prepared to
extend credit to the Borrower named in paragraph (iv), above,
upon acceptance by such Borrower of this offer in accordance with
Section 2.03 of the Credit Agreement.
Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the
Credit Agreement.
Very truly yours,
[NAME OF BANK]
By__________________________________
Title:
<PAGE>
EXHIBIT E
FORM OF OPINION OF BERLACK, ISRAELS & LIBERMAN
[Date of Effectiveness of
the Credit Agreement]
To each of the Banks parties to the
Credit Agreement referred to below,
to Citibank, N.A., as Syndication
Agent, and to The Chase Manhattan
Bank, N.A., as Administrative Agent
General Public Utilities Corporation,
Jersey Central Power & Light Company,
Metropolitan Edison Company and
Pennsylvania Electric Company
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 3.01(e)
of the Amended and Restated Credit Agreement, dated as of May 6,
1996 (the "Credit Agreement"), among General Public Utilities
Corporation, Jersey Central Power & Light Company, Metropolitan
Edison Company and Pennsylvania Electric Company, the Banks party
thereto, The Chase Manhattan Bank, N.A., as Administrative Agent,
and Citibank, N.A., as Syndication Agent. Terms not otherwise
defined herein have the meanings assigned to such terms in the
Credit Agreement.
We have acted as counsel for the Borrowers in connection
with the preparation, execution and delivery of the Credit
Agreement.
In that connection we have examined:
(1) the Credit Agreement;
(2) the documents furnished by the Borrowers pursuant
to Article III of the Credit Agreement;
(3) the Articles or the Certificate of Incorporation
of each Borrower and all amendments thereto (such Borrower's
"Charter");
(4) the by-laws of each Borrower and all amendments
thereto (such Borrower's "By-laws");
(5) certificates of the Secretary of the Commonwealth
o f Pennsylvania attesting to the continued corporate
existence and good standing of each Borrower (other than JC)
in that Commonwealth; and
<PAGE>
ii
(6) a certificate of the Secretary of the State of New
Jersey attesting to the continued corporate existence and
good standing of JC in that State.
In addition, we have examined the originals, or copies
certified to our satisfaction, of such other corporate records of
the Borrowers, certificates of public officials and of officers
o f the Borrowers, and agreements, instruments and other
documents, as we have deemed necessary as a basis for the
opinions expressed below. As to various questions of fact
material to such opinions, we have, when relevant facts were not
independently established by us, relied upon the representations
of the Borrowers in the Credit Agreement, and upon certificates
of the Borrowers or their respective officers or of public
officials.
We have assumed (i) the due execution and delivery, pursuant
to due authorization, of the Credit Agreement and Fee Letter by
the Banks, the Syndication Agent and the Administrative Agent (as
a p plicable), (ii) the authenticity of all such documents
submitted to us as originals, (iii) the genuineness of all
signatures (other than those of the Borrowers) and (iv) the
conformity to the originals of all such documents submitted to us
as copies. We have also assumed for purposes of this opinion
that prior to any borrowings by ME or PE under the Credit
Agreement, ME or PE, as the case may be, will receive the PaPUC
order referred to in paragraph 3 below and contemplated by
Section 8.07(b) of the Credit Agreement.
We are members of the Bar of the State of New York and do
not purport to be expert in the laws of any other jurisdiction,
other than the Federal laws of the United States of America. Our
opinions expressed herein are limited to the laws of the State of
New York and the Federal laws of the United States of America.
We have relied, as to all matters covered hereby which are
governed by the laws of the State of New Jersey, on the attached
opinion of Richard S. Cohen, Esq., as to all matters governed by
the laws of the Commonwealth of Pennsylvania insofar as they
apply to ME, on the attached opinion of Ryan, Russell, Ogden &
Seltzer, and as to all other matters governed by the laws of the
Commonwealth of Pennsylvania, on the attached opinion of Ballard
Spahr Andrews & Ingersoll, upon which opinions we believe you and
we are justified in relying.
Based upon the foregoing and upon such investigation as we
have deemed necessary, we are of the opinion that:
1. JC is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
New Jersey and each other Borrower is a corporation duly
incorporated and validly existing under the laws of the
Commonwealth of Pennsylvania.
2. The execution, delivery and performance by each
Borrower of the Credit Agreement, the Fee Letter and the
<PAGE>
iii
Notes of such Borrower are within such Borrower's corporate
powers, have been duly authorized by all necessary corporate
action, do not contravene (i) such Borrower's Charter or By-
laws or (ii) any law, rule or regulation applicable to the
Borrower (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii)
to our knowledge any material contractual restriction
binding on such Borrower, and do not result in or require
the creation of any Lien upon or with respect to any of its
properties. The Credit Agreement, the Fee Letter and the
Notes of each Borrower have been duly executed and delivered
on behalf of such Borrower. When completed in the forms
thereof attached as Exhibits B-1, B-2, B-3 and B-4 to the
Credit Agreement, and executed by the President or other
duly authorized officer of the applicable Borrower and
delivered on behalf of such Borrower, each Competitive
Advance Note will have been duly executed and delivered on
behalf of such Borrower.
3. 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 each Borrower of the Credit
Agreement, the Fee Letter and the Notes of such Borrower
except for (i) in the case of each Borrower, appropriate
orders of the SEC under the Utility Act all of which orders
have been duly obtained, are in full force and effect and
are sufficient for their purpose, and (ii) in the case of
borrowings by each of ME and PE under the Credit Agreement,
the filing of a Securities Certificate with the PaPUC and
the issuance by the PaPUC of an order registering the
Securities Certificate (the "PaPUC Order").
4. The Credit Agreement, the Fee Letter and the
Committed Advance Notes of GPU and JC are, and upon the
issuance of the PaPUC Order, the Credit Agreement, the Fee
Letter and the Committed Advance Notes of ME and PE will be,
the legal, valid and binding obligations of such Borrower,
enforceable against such Borrower in accordance with their
respective terms; and subject, in the case of each of ME and
PE, to the issuance of the PaPUC Order, when completed in
the forms thereof attached as Exhibits B-1, B-2, B-3 and B-4
to the Credit Agreement, and executed by the President or
other duly authorized officer of the applicable Borrower and
delivered on behalf of such Borrower, each Competitive
Advance Note will be a legal, valid and binding obligation
of such Borrower, enforceable against such Borrower in
accordance with its terms.
The opinions set forth in paragraph 4, above, are subject to
the following qualifications:
(a) The enforceability of each Borrower's obligations
under the Credit Agreement, the Fee Letter and the Notes of
such Borrower is subject to the effect of any applicable
<PAGE>
iv
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally.
(b) The enforceability of each Borrower s obligations
under the Credit Agreement, the Fee Letter and the Notes of
such Borrower may be subject to general principles of equity
(regardless of whether such enforceability is considered in
a proceeding in equity or at law).
T h e o pinions set forth above are subject to the
qualification that (i) a further order of the SEC under the
Utility Act will be required (x) for the Borrowers to obtain any
Borrowing after December 31, 1997, (y) for GPU to obtain
Borrowings exceeding $200,000,000 in the aggregate and (z) for
the Borrowers to pay the higher level of Facility Fees and
Applicable Margins reflected in the second pricing grid set forth
in the definitions of the terms "Facility Fee" and "Applicable
Margin" in the Credit Agreement, and (ii) in the case of each of
ME and PE, the PaPUC Order will be required for any borrowings by
ME or PE under the Credit Agreement.
In addition, the opinions set forth in the third sentence of
paragraphs 2, 3 and 4, above, assume that at the time of the
execution and delivery of each Competitive Advance Note, (i) the
authorizations therefor (including, without limitation, of the
SEC and the PaPUC) will not have been modified in any manner
a f f e c t i ng the validity, legally binding character or
enforceability of such Note, or rescinded; (ii) there shall not
have occurred any change in law, rule or regulation affecting the
validity, legally binding character or enforceability of such
Note; and (iii) neither the execution nor delivery of such Note,
nor any of the terms thereof, nor such Borrower's compliance
therewith will violate any applicable law, rule or regulation,
any agreement or instrument then binding upon such Borrower or
any restriction imposed by any court or governmental body having
jurisdiction over such Borrower, which law, rule, regulation,
agreement, instrument or restriction is not in effect on the date
hereof.
_________________________
Except as provided in Section 4.01(n) of the Credit
Agreement, to the best of our knowledge after due inquiry, there
are no actions, suits or arbitration proceedings pending or
threatened against or maintained by any Borrower before any
court, governmental agency or arbitrator (a) which would have a
material adverse effect on the financial condition or results of
operations of such Borrower or such Borrower and its Subsidiaries
taken as a whole, or (b) that call into question the validity,
legally binding character or enforceability of the Credit
Agreement, the Fee Letter or the Notes.
This opinion is solely for your benefit and may not be
relied upon by any other person without our express consent,
except that the firm of King & Spalding is authorized to rely on
<PAGE>
v
this opinion in rendering their opinion, dated the date hereof,
to you.
Very truly yours,
<PAGE>
EXHIBIT F
FORM OF KING & SPALDING OPINION
[Date of Effectiveness
of the Credit Agreement]
To the Banks parties to the Credit
Agreement referred to below, to
Citibank, N.A., as Syndication Agent,
and to The Chase Manhattan Bank, N.A.,
as Administrative Agent
General Public Utilities Corporation,
Jersey Central Power & Light Company,
Metropolitan Edison Company and
Pennsylvania Electric Company
Ladies and Gentlemen:
We have acted as special New York counsel to The Chase
Manhattan Bank, N.A. and Citibank, N.A., individually and as the
Administrative Agent and the Syndication Agent, respectively, in
connection with the preparation, execution and delivery of the
Amended and Restated Credit Agreement, dated as of May 6, 1996
( t h e "Credit Agreement"), among General Public Utilities
Corporation, Jersey Central Power & Light Company, Metropolitan
Edison Company and Pennsylvania Electric Company and each of you.
Unless otherwise indicated, terms defined in the Credit Agreement
are used herein as therein defined.
In that connection, we have examined the following
documents:
(1) counterparts of the Credit Agreement, executed
b y the Borrowers, the Administrative Agent, the
Syndication Agent and the Banks;
(2) the Committed Advance Notes executed by the
Borrowers; and
(3) the other documents furnished by the Borrowers
pursuant to Section 3.01 of the Credit Agreement,
including the opinion of Berlack, Israels & Liberman,
counsel for the Borrowers (the "Berlack Opinion").
In our examination of the documents referred to above,
we have assumed the authenticity of all such documents submitted
to us as originals, the genuineness of all signatures, the due
authority of the parties executing such documents and the
conformity to the originals of all such documents submitted to us
as copies. We have also assumed that each of the Banks, the
<PAGE>
ii
Administrative Agent and the Syndication Agent has duly executed
and delivered, with all necessary power and authority (corporate
and otherwise), the Credit Agreement.
To the extent that our opinions expressed below involve
conclusions as to matters governed by law other than the law of
the State of New York, we have relied upon the Berlack Opinion
a n d h ave assumed without independent investigation the
correctness of the matters set forth therein, our opinions
expressed below being subject to the assumptions, qualifications
and limitations set forth in the Berlack Opinion. As to matters
of fact, we have relied solely upon the documents we have
examined.
B a s e d upon the foregoing, and subject to the
qualifications set forth below, we are of the opinion that:
(i) The Credit Agreement and each
of the Committed Advance Notes are, and the
Competitive Advance Notes, when completed in
the form thereof attached as Exhibits B-1, B-
2, B-3 and B-4 to the Credit Agreement and
duly executed and delivered for value by a
duly authorized officer of the applicable
Borrower in accordance with the terms of the
Credit Agreement, will be, the legal, valid
a n d binding obligations of the Borrower
e n f o r c eable against such Borrower in
accordance with their respective terms.
(ii) While we have not independently considered the
matters covered by the Berlack Opinion to the extent
necessary to enable us to express the conclusions stated
therein, the Berlack Opinion and the other documents
r e ferred to in item (3) above are substantially
responsive to the corresponding requirements set forth
in Section 4.01 of the Credit Agreement pursuant to
which the same have been delivered.
O u r opinions are subject to the following
qualifications:
(a) Our opinion in paragraph (i) above is subject
to the effect of any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or
similar law affecting creditors' rights generally.
(a) Our opinion in paragraph (i) above is subject
to the effect of general principles of equity, including
( w i t h o u t limitation) concepts of materiality,
reasonableness, good faith and fair dealing (regardless
of whether considered in a proceeding in equity or at
law).
(a) We note further that, in addition to the
application of equitable principles described above,
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iii
courts have imposed an obligation on contracting parties
to act reasonably and in good faith in the exercise of
their contractual rights and remedies, and may also
apply public policy considerations in limiting the right
of parties seeking to obtain indemnification under
circumstances where the conduct of such parties in the
c i r cumstances in question is determined to have
constituted negligence.
(a) We express no opinion herein as to (iii)
S e c tion 8.05 of the Credit Agreement, (iv) the
enforceability of provisions purporting to grant to a
party conclusive rights of determination, (v) the
availability of specific performance or other equitable
remedies, (vi) the enforceability of rights to indemnity
under Federal or state securities laws and (vii) the
enforceability of waivers by parties of their respective
rights and remedies under law.
(a) Our opinions expressed above are limited to
the law of the State of New York and the Federal law of
the United States, and we do not express any opinion
herein concerning any other law. Without limiting the
generality of the foregoing, we express no opinion as to
the effect of the law of any jurisdiction other than the
State of New York wherein any Bank may be located or
wherein enforcement of the Credit Agreement or the Notes
may be sought that limits the rates of interest legally
chargeable or collectible.
The foregoing opinion is solely for your benefit and may
not be relied upon by any other Person other than any Person that
may become a Bank under the Credit Agreement after the date
hereof.
Very truly yours,
<PAGE>
EXHIBIT G
FORM OF ASSIGNMENT AND ACCEPTANCE
Dated ,
Reference is hereby made to the Amended and Restated
Credit Agreement, dated as of May 6, 1996 (as amended, modified
or supplemented from time to time, the "Credit Agreement"), among
GENERAL PUBLIC UTILITIES CORPORATION, a Pennsylvania corporation,
JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation,
METROPOLITAN EDISON COMPANY, a Pennsylvania corporation, and
P E N NSYLVANIA ELECTRIC COMPANY, a Pennsylvania corporation
(collectively, the "Borrowers"), the Banks (as defined in the
C r e dit Agreement), The Chase Manhattan Bank, N.A., as
Administrative Agent for the Banks (the "Administrative Agent")
and Citibank, N.A., as Syndication Agent for the Banks (the
"Syndication Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein
defined.
_______________ (the "Assignor") and ________________
(the
"Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the
Assignor, the percentage interest specified on Schedule 1 hereto
in and to all [(other than any Competitive Advances owing to the
Assignor or any Competitive Advance Notes held by it)] of the
Assignor's rights and obligations under the Credit Agreement as
of the date hereof (after giving effect to any other assignments
thereof made prior to the date hereof, whether or not such
assignments have become effective, but without giving effect to
any other assignments thereof also made on the date hereof),
including, without limitation, such percentage interest in
(i) the Assignor s Commitment, which on the date hereof (after
giving effect to any other assignments thereof made prior to the
date hereof, whether or not such assignments have become
effective, but without giving effect to any other assignment
thereof also made on the date hereof) is in the dollar amount
specified as the Assignor's Commitment on Schedule 1 hereto; (ii)
the aggregate outstanding principal amount of Committed Advances
owing to the Assignor, which on the date hereof (after giving
effect to any other assignments thereof made prior to the date
hereof whether or not such assignments have become effective, but
without giving effect to any other assignment thereof also made
on the date hereof) is in the dollar amount specified as the
aggregate outstanding principal amount of Committed Advances
owing to the Assignor on Schedule 1 hereto; and (iii) the
Committed Advance Notes held by the Assignor.
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ii
2. The Assignor: (i) other than as provided in this
Assignment and Acceptance, makes no representation or warranty
and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the
C r e d i t Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant
to the Credit Agreement; (ii) makes no representation or warranty
and assumes no responsibility with respect to the financial
condition of any Borrower or the performance or observance by any
Borrower of any of its obligations under the Credit Agreement or
any other instrument or document furnished pursuant to the Credit
Agreement; and (iii) attaches the Committed Advance Notes
r e ferred to in paragraph 1 above and requests that the
Administrative Agent exchange such Committed Advance Notes for
new Committed Advance Notes payable to the order of the Assignee
in an amount equal to the Commitment assumed by the Assignee
pursuant hereto or new Committed Advance Notes payable to the
order of the Assignee in an amount equal to the Commitment
assumed by the Assignee pursuant hereto and the Assignor in an
amount equal to the Commitment retained by the Assignor under the
Credit Agreement, respectively, as specified on Schedule 1
hereto.
3. The Assignee: (i) confirms that it has received a
copy of the Credit Agreement, together with copies of the
financial statements referred to in Section 4.01 of the Credit
Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance; (ii) will,
independently and without reliance upon the Syndication Agent,
the Administrative Agent, the Assignor or any other Bank and
based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes each of the Syndication Agent, and the
Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement as are
delegated to the Syndication Agent, and the Administrative Agent
by the terms of the Credit Agreement, together with such powers
as are reasonably incidental thereto; and (v) agrees that it will
perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement are required to be
performed by it as a Bank.
4. Following the execution of this Assignment and
Acceptance by the Assignor and the Assignee, it will be delivered
to the Administrative Agent for acceptance by the Administrative
Agent. The effective date of this Assignment and Acceptance
shall be the date of acceptance thereof by the Administrative
Agent, unless otherwise specified on Schedule 1 hereto (the
"Effective Date").
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iii
5. Upon consent of the Borrowers, as of the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent that rights and obligations thereunder have
been assigned to it pursuant to this Assignment and Acceptance,
have the rights and obligations of a Bank under the Credit
Agreement and (ii) the Assignor shall, to the extent that rights
and obligations under the Credit Agreement have been assigned by
it pursuant to this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit
Agreement.
6. F r o m a n d after the Effective Date, the
Administrative Agent shall make all payments under the Credit
Agreement and the Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal,
interest and fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in
payments under the Credit Agreement and the Notes for periods
prior to the Effective Date directly between themselves.
7. This Assignment and Acceptance may be executed in
any number of counterparts which, when taken together, shall be
deemed to constitute one and the same instrument.
8. This Assignment and Acceptance shall be governed
by, and construed in accordance with, the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed by their respective
officers thereunto duly authorized, as of the date first above
written, such execution being made on Schedule 1 hereto.
<PAGE>
Schedule 1
to
Assignment and Acceptance
Dated __________ ___, ____
Section 1.
Percentage Interest:
____________________%
Assignor's Commitment: $____________________
Aggregate Outstanding Principal
Amount of Committed Advances
owing to the Assignor: $____________________
Section 2.
Committed Advance Note payable
to the order of the Assignee
Dated: _ _ _ _ _ _ ______
___,_____
Principal Amount:
$_____________________
Committed Advance Note payable
to the order of the Assignor
Dated: _ _ _ _ _ ________
___,____
Principal Amount:
$_____________________
Section 3.
Effective Date*: Dated:
_____________ ___,____
[NAME OF ASSIGNOR] [NAME OF ASSIGNEE]
By________________________ By________________________
Title:
Title:
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ii
______________________
* This date should be no earlier than the date of
acceptance by the Administrative Agent.
<PAGE>
iii
Accepted this _______ day
of ____________, ______
THE CHASE MANHATTAN BANK, N.A.,
as Administrative Agent
By
Title:
The undersigned hereby consent to
the above assignment:
GENERAL PUBLIC UTILITIES
CORPORATION
By
Title:
JERSEY CENTRAL POWER & LIGHT
COMPANY
By
Title:
METROPOLITAN EDISON COMPANY
By
Title:
PENNSYLVANIA ELECTRIC COMPANY
By
Title:
<PAGE>
