Registration Rights Agreement (2004)Full Document 

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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of April 23, 2004

                                     between

                      Jersey Central Power & Light Company,
                                    as Issuer

                                       and

                            Barclays Capital Inc. and
                               UBS Securities LLC
                  as Representatives of the Initial Purchasers

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                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (the "Agreement") is made and
entered into this 23rd day of April, 2004, by and between Jersey Central Power &
Light Company, a Pennsylvania corporation (the "Issuer") and Barclays Capital
Inc. and UBS Securities LLC, as representatives of the Initial Purchasers (as
defined below).

            This Agreement is made pursuant to the Purchase Agreement, dated
April 23, 2004 (the "Purchase Agreement"), between the Issuer and the Initial
Purchasers, which provides for the sale by the Issuer to the Initial Purchasers
of $300,000,000 aggregate principal amount of the Issuer's 5.625% Senior Notes
due 2016 (the "Notes"). In order to induce the Initial Purchasers to enter into
the Purchase Agreement, the Issuer has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.

            In consideration of the foregoing, the parties hereto agree as
follows:

            1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

            "1933 Act" shall mean the Securities Act of 1933, as amended from
      time to time.

            "1934 Act" shall mean the Securities Exchange Act of 1934, as
      amended from time to time.

            "Closing Date" shall mean the Closing Time as defined in the
      Purchase Agreement.

            "Depositary" shall mean The Depository Trust Company, or any other
      depositary appointed by the Issuer, provided, however, that such
      depositary must have an address in the Borough of Manhattan, in The City
      of New York and, provided further, that if the Notes are not held in
      book-entry form, references herein to the Depositary shall be deemed to
      refer to the Holders.

            "Exchange Notes" shall mean the Issuer's [ ]% Exchange Senior Notes
      due [ ] containing terms identical the $300,000,000 aggregate principal
      amount of the Issuer's [ ]% Senior Notes due [ ] in all material respects
      (except in each case for references to certain interest rate provisions,
      restrictions on transfers and restrictive legends), to be offered to
      Holders of Notes in exchange for Registrable Notes pursuant to the
      Exchange Offer.

            "Exchange Offer" shall mean the exchange offer by the Issuer of
      Exchange Notes for Registrable Notes pursuant to Section 2.1 hereof.

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            "Exchange Offer Registration" shall mean a registration under the
      1933 Act effected pursuant to Section 2.1 hereof.

            "Exchange Offer Registration Statement" shall mean an exchange offer
      registration statement on Form S-4 (or, if applicable, on another
      appropriate form), and all amendments and supplements to such registration
      statement, including the Prospectus contained therein, all exhibits
      thereto and all documents incorporated by reference therein.

            "Exchange Period" shall have the meaning set forth in Section 2.1
      hereof.

            "Holder" shall mean any beneficial owner from time to time of
      Registrable Notes (including any of the Initial Purchasers, for so long as
      it owns any Registrable Notes).

            "Indenture" shall mean the Senior Note Indenture relating to the
      Notes, dated as of July 1, 1999 among the Issuer, and The Bank of New
      York, successor to United States Trust Company of New York, as trustee, as
      the same may be amended, supplemented, waived or otherwise modified from
      time to time in accordance with the terms thereof.

            "Initial Purchasers" shall mean Barclays Capital Inc., UBS
      Securities LLC, Credit, BNY Capital Markets, Inc. and Suisse First Boston
      LLC.

            "Issuer" shall have the meaning set forth in the preamble and shall
      also include the Issuer's successors.

            "Majority Holders" shall mean the Holders of a majority of the
      aggregate principal amount of Outstanding (as defined in the Indenture)
      Registrable Notes of each series; provided that whenever the consent or
      approval of Holders of a specified percentage of Registrable Notes is

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