ex4_1.htm


    EXHIBIT
4.1

     

    


     

    UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

     

     

    METROPOLITAN
EDISON COMPANY 

     

     

    7.70%
Senior Note due 2019

     

     

    


     

    
      	
              Original Issue
      Date:

            	 
    	
              January 20,
      2009

            
	
               

              Stated
      Maturity:

            	 
    	
               

              January 15,
      2019

            
	
               

              Interest
      Rate:

            	 
    	
               

              7.70%

            
	
               

              Interest
      Payment Dates:

            	 
    	
               

              January 15 and
      July 15, commencing July 15, 2009

            
	
               

              Regular Record
      Dates:

            	 
    	
               

              The Business
      Day immediately preceding each Interest Payment Date so long as this Note
      is issued in book-entry only form, otherwise the fifteenth calendar day
      next preceding each Interest Payment Date.

            
	
               

              Redeemable:  
      Yes   x    
      No

            	 
    	 
    
	
               

              NO.
      1

            	 
    	 
    


    

    


    
      	 
    	 
    	 
    
	
              $300,000,000

            	 
    	
              CUSIP No.
      591894 BX7

            


    

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

            METROPOLITAN
EDISON COMPANY, a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the “Company,” which term includes
any successor under the Indenture referred to below), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum
of THREE HUNDRED MILLION DOLLARS ($300,000,000) or such principal amount as
shall be set forth in the Schedule attached hereto on the Stated Maturity
specified above, and to pay interest thereon from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on the Interest
Payment Dates specified above in each year, commencing with the Interest Payment
Date next succeeding the Original Issue Date specified above, and at the Stated
Maturity, at the Interest Rate per annum specified above, until the principal
hereof is paid or made available for payment. No interest shall accrue on the
Stated Maturity, so long as the principal amount of this Note is paid on the
Stated Maturity. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date shall, as provided in such Indenture, be paid
to the Person in whose name this Note is registered at the close of business on
the Regular Record Date specified above (whether or not a Business Day) next
preceding such Interest Payment Date. Notwithstanding the foregoing, (a) if
the Original Issue Date of this Note is after a Regular Record Date and before
the corresponding Interest Payment Date, interest so payable for the period from
and including the Original Issue Date to but excluding such Interest Payment
Date shall be paid on the next succeeding Interest Payment Date to the Holder
hereof on the related Regular Record Date, and (b) interest payable at the
Stated Maturity shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in said Indenture, any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and shall be paid to the Person in whose
name this Note is registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Trustee, notice of
which shall be given to Holders of Notes of this series not more than
15 days or less than 10 days prior to such Special Record Date.
Interest on this Note shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

     

     

           
Principal, applicable premium and interest due at the maturity of this Note
shall be payable in immediately available funds when due upon presentation and
surrender of this Note at the Corporate Trust Office of the Trustee or at the
authorized office of any paying agent in the Borough of Manhattan, the City and
State of New York. Interest on this Note (other than interest payable at the
Stated Maturity) shall be paid by check, payable in clearinghouse funds, mailed
to the Holder thereof at such Holder’s address as it appears on the register;
provided that if the Trustee receives a written request from any Holder of
Notes, the aggregate principal amount of all of which having the same Interest
Payment Date as this Note equals or exceeds $10,000,000, on or prior to the
applicable Regular Record Date, interest on the Note shall be paid by wire
transfer of immediately available funds to a bank within the continental United
States designated by such Holder in its request or by direct deposit into the
account of such Holder designated by such Holder in its request if such account
is maintained with the Trustee or any paying agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

           
This Note is one of a duly authorized issue of Notes of the Company (herein
called the “Notes”), issued and issuable in one or more series under an
Indenture, dated as of July 1, 1999 (such Indenture as originally executed
and delivered and as supplemented or amended from time to time thereafter,
together with any constituent instruments establishing the terms of particular
Notes, being herein called the “Indenture”) between the Company and The Bank of
New York Mellon, as successor trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, duties and immunities of the
Company, the Trustee and the Holders of the Notes thereunder and of the terms
and conditions upon which the Notes are, and are to be, authenticated and
delivered. The acceptance of this Note shall be deemed to constitute the consent
and agreement by the Holder hereof to all of the terms and provisions of the
Indenture. This Note is one of the series designated on the first page
hereof.

     

     

            Each
Note of this series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date. Each Note
issued upon transfer, exchange or substitution of such Note of this series shall
bear the Original Issue Date of such transferred, exchanged or substituted
Note.

     

     

            If
any Interest Payment Date, or date on which the principal of this Note is
required to be paid is not a Business Day, payment of the amounts due on this
Note on such date may be made on the next succeeding Business Day with the same
force and effect as if made on such date, and, if such payment is made or duly
provided for on such next succeeding Business Day, no interest shall accrue on
such amounts for the period from and after such date, to such Business
Day.

     

     

            If
an Event of Default shall occur and be continuing, the principal of the Notes
may be declared due and payable in the manner and with the effect provided in
the Indenture.

     

     

            As
set forth in and subject to the provisions of the Indenture, no Holder of any
Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of a majority in principal amount of the
outstanding Notes affected by such Event of Default shall have made written
request and offered reasonable indemnity to the Trustee to institute such
proceeding as Trustee and the Trustee shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium or interest on this Note on or after the
respective due dates expressed here.

     

     

            The
Notes will be redeemable, as a whole or in part, at the Company’s option, at any
time or from time to time, on at least 30 days, but not more than
60 days, prior notice mailed to the registered address of each Holder of
the Notes. The redemption prices will be equal to the greater of (1) 100%
of the principal amount of such Notes to be redeemed or (2) the sum of the
present values of the Remaining Scheduled Payments (as defined below)
discounted, on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months), at a rate equal to the sum of the Treasury Rate (as defined
below) and 50 basis points. In each case accrued interest will be payable to the
redemption date.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

            “Treasury
Rate” means, with respect to any redemption date,

     

    
      	
              ·  

            	
              the yield,
      under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical
      release designated “H.15(519)”, or any successor publication which is
      published weekly by the Federal Reserve and which establishes yields on
      actively traded United States Treasury securities adjusted to constant
      maturity under the caption “Treasury Constant Maturities,” for the
      maturity corresponding to the Comparable Treasury Issue (if no maturity is
      within three months before or after the Remaining Life, yields for the two
      published maturities most closely corresponding to the Comparable Treasury
      Issue shall be determined and the Treasury Rate shall be interpolated or
      extrapolated from such yields on a straight line basis, rounding to the
      nearest month) or

            


    

     

    
      	
              ·  

            	
              if such
      release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate
      per annum equal to the semi-annual equivalent yield to maturity of the
      Comparable Treasury Issue, calculated using a price for the Comparable
      Treasury Issue (expressed as a percentage of its principal amount) equal
      to the Comparable Treasury Price for such redemption
  date.

            


    

     

     

    The Treasury Rate
shall be calculated on the third Business Day preceding the redemption
date.

     

     

            “Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Notes that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such
Notes.

     

     

            “Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.

     

     

            “Comparable
Treasury Price” means with respect to any redemption date, (1) the average of
five Reference Treasury Dealer Quotations for such redemption date after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.

     

     

            “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

            “Reference
Treasury Dealer” means (1) each of Banc of America Securities LLC and Goldman,
Sachs & Co. and their respective successors, provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in The City of New York (a “Primary Treasury Dealer”), the Company shall
substitute therefor another Primary Treasury Dealer; and (2) any other Primary
Treasury Dealer selected by the Independent Investment Banker after consultation
with the Company.

     

     

            “Remaining
Scheduled Payments” means, with respect to the Notes to be redeemed, the
remaining scheduled payments of principal of and interest on the Notes that
would be due after the related redemption date but for such
redemption.  If such redemption date is not an interest payment date
with respect to such Notes, the amount of the next succeeding scheduled interest
payment on those Notes will be reduced by the amount of interest accrued on such
Notes to such redemption date.

     

     

            The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of the rights and obligations of the Company and
the rights of the Holders of Notes under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Notes. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange therefor in lieu thereof whether or not notation
of such consent or waiver is made upon such Note.

     

     

           
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest, if
any, on this Note at the times, place and rate, in the coin or currency, and in
the manner, prescribed herein or in the Indenture.

     

     

            The
Company, at its option, and subject to the terms and conditions provided in the
Indenture, will be discharged from any and all obligations in respect of the
Notes (except for certain obligations including obligations to register the
transfer or exchange of Notes, replace stolen, lost or mutilated Notes, maintain
paying agencies and hold monies for payment in trust, all as set forth in the
Indenture) if the Company irrevocably deposits with the Trustee cash, U.S.
Government Obligations maturing as to principal and interest in such amounts and
at such times as will insure the availability of cash, or a combination of cash
and U.S. Government Obligations, in any case sufficient, without reinvestment,
to pay at maturity or the applicable redemption date all Outstanding Notes,
including the principal of and any premium and interest on the Notes on the
dates such payments are due in accordance with the terms of the
Notes.

     

     

            As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable in the Note register. Upon surrender of
this Note for registration or transfer at the corporate trust office of the
Trustee or such other office or agency as may be designated by the Company in
the Borough of Manhattan, The City and State of New York, endorsed by or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly executed by the Holder hereof or the
attorney in fact of such Holder duly authorized in writing, one or more new
Notes of this series of like tenor and of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

            The
Notes of this series are issuable only as registered Notes, without coupons, and
in denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of the
same series and tranche, of any authorized denominations, as requested by the
Holder surrendering the same, and of like tenor upon surrender of the Note or
Notes to be exchanged at the office of The Bank of New York Mellon in New York,
New York or such other office or agency as may be designated by the Company from
time to time.

     

     

            The
Trustee shall not be required to exchange or register the transfer of any Notes
selected, called or being called for redemption (including Notes, if any,
redeemable at the option of the Holder provided such Notes are then redeemable
at such Holder’s option) except, in the case of any Note to be redeemed in part,
the portion thereof not to be so redeemed.

     

     

            No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
therewith.

     

     

            Prior
to due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

     

     

            The
Indenture and the Notes shall be governed by and construed in accordance with
the laws of the State of New York.

     

     

            As
provided in the Indenture, no recourse for the payment of the principal of or
any premium or interest on any Note, or for any claim based thereon or otherwise
in respect thereof; and no recourse under or upon any obligation, covenant or
agreement of the Company, contained in the Indenture or in any supplemental
indenture, or in any Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of the Indenture and the
issuance of the Notes.

     

     

            Unless
the certificate of authentication hereon has been executed by the Trustee or an
Authenticating Agent by manual or facsimile signature of an authorized officer,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

     

     

            All
terms used in this Note which are defined in the Indenture shall have the
meaning assigned to them in the Indenture.

     

     

    [Signature
Page Follows]

     

           

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Metropolitan Edison Company
has caused this Note to be signed in its name by its President or a Vice
President and its corporate seal to be hereunto affixed and attested by its
Corporate Secretary or an Assistant Corporate Secretary.

     

    


    January 20,
2009

     

    
      
        
          	 	 
    	
                  METROPOLITAN EDISON COMPANY

                   

                
	 	 
    	
                  By:

                	 
    
	 	 
    	
                  Name:

                	
                  James F.
      Pearson

                
	 	 
    	
                  Title:

                	
                  Vice President
      and Treasurer

                
	ATTEST:	 
    	 
    	 
    
	 	
                   

                	 
    	 
    
	 By:	
                  By:        

                	 
    	 
    
	 Name:	
                  Rhonda S.
      Ferguson

                	 
    	 
    
	 Title:	
                  Corporate
      Secretary

                	 
    	 
    
	 	 
    	 
    	 
    


        

      

    

    


     

    


     

    


    


    CERTIFICATE OF
AUTHENTICATION

    


    


    This Note is one of the Notes of the series
designated and described in the within-mentioned Indenture and Supplemental
Indenture.

    


    
      
        	 	
                The Bank of
      New York Mellon,

                as
      Trustee

                 

              
	 	
                By:

              	 
    
	 	
                Name:

              	
                Cheryl L.
      Clarke

              
	 	
                Title:

              	
                Vice
      President