Exhibit 4-B
FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of August, 2000,
made and entered into by and between PENNSYLVANIA ELECTRIC COMPANY, corporation
organized and existing under the laws of the Commonwealth of Pennsylvania
(hereinafter called the "Company"), and UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee under the Indenture hereinafter mentioned ("Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of May 1, 1999 (hereinafter called the "Original
Indenture"), to provide for the issuance of securities in series and for the
initial series of securities to be known as the 7.35% Subordinated Debentures,
Series A, due 2039; and
WHEREAS, the Original Indenture, as the same may be amended or
supplemented from time to time by indentures supplemental thereto, is
hereinafter referred to as "the Indenture"; and
WHEREAS, the Original Indenture authorizes the Company and the Trustee to
enter into supplemental indentures for the purpose, among others, to make
changes that do not adversely affect the rights of any Securityholder; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to appropriate action of its Board of Directors, has fully resolved
and determined to make, execute and deliver to the Trustee a First Supplemental
Indenture in the form hereof for the purposes herein provided; and
WHEREAS, the Company represents that all conditions and requirements
necessary to make this First Supplemental Indenture, in the form and upon the
terms hereof, a valid, binding and legal instrument, in accordance with its
terms, and for the purposes herein expressed, have been done, performed and
fulfilled, and the execution and delivery hereof, in the form and upon the terms
hereof, have been in all respects duly authorized.
NOW, THEREFORE, Pennsylvania Electric Company, in consideration of the
premises, and the execution and delivery by the Trustee of this First
Supplemental Indenture and for other good and valuable considerations, receipt
of which is hereby acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the trust under the Indenture, as follows:
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ARTICLE I
ADDITIONAL DEFINITIONS
The following definition is added to the Indenture:
"Trust Agreement" means the Amended and Restated Trust Agreement of
Penelec Capital Trust dated as of May 24, 1999 made by Penelec Capital as
Grantor, Penelec Preferred Capital II, Inc., and the Trustees named therein.
"Trust Security" means a trust security issued under the Trust Agreement
representing a beneficial interest in Penelec Capital Trust equal to and
representing a Preferred Security and evidenced by a certificate authenticated
in accordance with the Trust Agreement.
ARTICLE II
The following Section 6.13 is added to Article I of the Indenture:
Section 6.13. Rights of Enforcement.
Notwithstanding any other provision of this Indenture, if a Trust
Enforcement Event (as defined in the Trust Agreement) occurs and is continuing,
or if any of the circumstances described in Section 13.02(d) of the Limited
Partnership Agreement occurs and is continuing, or if an Event of Default occurs
and is continuing, then any holder of Trust Securities or any holder of
Preferred Securities, other than Penelec Capital Trust, may institute a legal
proceeding directly against the Company to enforce the Company's obligation
under a corresponding amount of Securities, without first instituting a legal
proceeding against any other Person.
ARTICLE III.
MISCELLANEOUS
SECTION 3.01. For all purposes hereof, except as the context may otherwise
require, (a) all terms contained herein shall have the meanings given such terms
in, and (b) all references herein to sections of the Original Indenture shall be
deemed to be to such sections of, the Original Indenture as the same heretofore
has been or hereafter may be amended by an indenture or indentures supplemental
thereto.
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SECTION 3.02. As amended and supplemented by this First Supplemental
Indenture, the Original Indenture is in all respects ratified and confirmed and
the Original Indenture and this First Supplemental Indenture shall be read,
taken and construed as one and the same instrument.
SECTION 3.03. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. Any signed copy shall be sufficient proof
of this First Supplemental Indenture.
IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this First Supplemental Indenture on behalf of the respective parties hereto as
of the date first above written.
PENNSYLVANIA ELECTRIC COMPANY
By: /s/ T.G. Howson
Name: T.G. Howson
Title: Vice President and Treasurer
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
By: /s/ Louis P. Young
Name: Louis P. Young
Title: Vice President
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