REGISTRATION RIGHTS AGREEMENT
Dated as of April 23, 2004
Jersey Central Power & Light Company,
Barclays Capital Inc. and
UBS Securities LLC
as Representatives of the Initial Purchasers
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
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
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
"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" shall mean the exchange offer by the Issuer of
Exchange Notes for Registrable Notes pursuant to Section 2.1 hereof.
"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
"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
"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