ex10_1.htm


     

    
      

      

    

    
 

    Exhibit
      10.1

    
      
 

    

    
      	 
	
               

              Registration
                Rights Agreement

               

               

              Dated
                as of
                May 21, 2007

               

               

              between

               

               

              Jersey
                Central
                Power & Light Company,

              as
                Issuer

               

               

              and

               

               

              Barclays
                Capital Inc.,

            
	
              UBS
                Securities
                LLC,

            
	
              J.P.
                Morgan
                Securities Inc. and

            
	
              Wachovia
                Capital Markets, LLC,

            
	
              as
                Representatives of the Initial Purchasers

            
	 


    

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration
      Rights Agreement (the “Agreement”) is made and entered into this 21st
      day of May, 2007,
      by and between Jersey Central Power & Light Company, a New Jersey
      corporation (the “Issuer”) and Barclays Capital Inc. (“Barclays”),
      UBS Securities LLC (“UBS”), J.P. Morgan Securities Inc.
      (“JPMorgan”) and Wachovia Capital Markets, LLC
      (“Wachovia”),  as representatives of the Initial Purchasers (as
      defined below).

     

    This
      Agreement is
      made pursuant to the Purchase Agreement, dated May 16, 2007 (the “Purchase
      Agreement”), between the Issuer and Barclays, UBS, JPMorgan and Wachovia, as
      representatives of the Initial Purchasers, which provides for the sale by the
      Issuer to the Initial Purchasers $250,000,000 aggregate principal amount of
      the
      Company’s 5.65% Senior Notes due 2017 (the “2017 Notes”) and $300,000,000
      aggregate principal amount of the Company’s 6.15% Senior Notes due 2037 (the
“2037 Notes” and, together with the 2017 Notes, 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:

     

    “2017
      Exchange
      Notes” shall mean, collectively, the Issuer’s 5.65% Exchange Senior Notes
      due 2017 containing terms identical to the 2017 Notes 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
      2017 Notes in exchange for Registrable Notes of such series pursuant to the
      Exchange Offer.

     

    “2037
      Exchange
      Notes” shall mean, collectively, the Issuer’s 6.15% Exchange Senior Notes
      due 2037 containing terms identical to the 2037 Notes 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
      2037 Notes in exchange for Registrable Notes of such series pursuant to the
      Exchange Offer.

     

    “2017
      Notes”
shall have the meaning set forth in the preamble to this Agreement.

     

    “2037
      Notes”
shall have the meaning set forth in the preamble to this Agreement.

     

    “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,
providedfurther, 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
      Act” shall mean the Securities Exchange Act of 1934, as amended from time to
      time.

     

    “Exchange
      Notes” shall mean the 2017 Exchange Notes and the 2037 Exchange
      Notes.

     

    “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 Securities 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 between the Issuer and The Bank of New York Trust Company, N.A., as
      successor 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 the initial purchasers named in Schedule 1 to the
      Purchase Agreement.

     

    “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 required hereunder, Registrable Notes held
      by
      the Issuer or any Affiliate (as defined in the Indenture) of the Issuer shall
      be
      disregarded in determining whether such consent or approval was given by the
      Holders of such required percentage amount.

     

    “Notes”
shall
      have the meaning set forth in the preamble to this Agreement.

     

    “Participating
      Broker-Dealer” shall mean Barclays, UBS, JPMorgan and Wachovia and any other
      broker-dealer which makes a market in the Notes and exchanges Registrable Notes
      in the Exchange Offer for Exchange Notes.

     

    “Person”
      shall mean an individual, partnership (general or limited), corporation, limited
      liability company, trust or unincorporated organization, or a government or
      agency or political subdivision thereof.

     

    “Prospectus”
      shall mean the prospectus included in a Registration Statement, including any
      preliminary prospectus, and any such prospectus as amended or supplemented
      by
      any prospectus supplement, including any such prospectus supplement with respect
      to the terms of the offering of any portion of the Registrable Notes covered
      by
      a Shelf Registration Statement, and by all other amendments and supplements
      to a
      prospectus, including pre-effective and post-effective amendments, and in each
      case including all documents incorporated by reference therein.

     

    “Purchase
      Agreement” shall have the meaning set forth in the preamble.

     

    “Registrable
      Notes” shall mean the Notes of any Holder; provided, however,
      that such Notes shall cease to be Registrable Notes when (i) a Registration
      Statement with respect to such Notes shall have been declared or otherwise
      become effective under the Securities Act and such Notes shall have been
      disposed of pursuant to such Registration Statement, (ii) such Notes are
      eligible for resale to the public pursuant to Rule 144 (or any similar provision
      then in force, but not Rule 144A) under the Securities Act, (iii) such
      Notes shall have ceased to be outstanding or (iv) the Exchange Offer is
      consummated (except in the case of Notes purchased from the Issuer and continued
      to be held by the Initial Purchasers).

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


     

    “Registration
      Expenses” shall mean any and all expenses incident to performance of or
      compliance by the Issuer with this Agreement, regardless of whether a
      Registration Statement becomes effective, including without
      limitation:  (i) all SEC, stock exchange or National Association
      of Securities Dealers, Inc. (the “NASD”) registration and filing fees,
      including, if applicable, the reasonable fees and expenses of any “qualified
      independent underwriter” (and its counsel) that is required to be retained by
      any Holder of Registrable Notes in accordance with the rules and regulations
      of
      the NASD, (ii) all reasonable fees and expenses incurred in connection with
      compliance with state securities or blue sky laws and compliance with the rules
      of the NASD (including reasonable fees and disbursements of counsel for any
      underwriters or Holders in connection with blue sky qualification of any of
      the
      Exchange Notes or Registrable Notes and any filings with the NASD),
      (iii) all expenses of any Persons in preparing or assisting in preparing,
      word processing, printing and distributing any Registration Statement, any
      Prospectus, any amendments or supplements thereto, any underwriting agreements,
      securities sales agreements and other documents relating to the performance
      of
      and compliance with this Agreement, (iv) all fees and expenses incurred in
      connection with the listing, if any, of any of the Registrable Notes on any
      securities exchange or exchanges, (v) all rating agency fees, (vi) the
      fees and disbursements of counsel for the Issuer and of the independent public
      accountants of the Issuer, including the expenses of any special audits or
“cold
      comfort” letters required by or incident to such performance and compliance,
      (vii) the fees and expenses of the Trustee, and any escrow agent or
      custodian, (viii) the reasonable fees and expenses of the Initial
      Purchasers in connection with the Exchange Offer, including the reasonable
      fees
      and expenses of counsel to the Initial Purchasers in connection therewith,
      and
      (ix) any reasonable fees and disbursements of the underwriters customarily
      required to be paid by issuers or sellers of securities and the reasonable
      fees
      and expenses of any special experts retained by the Issuer in connection with
      any Registration Statement, but excluding underwriting discounts and commissions
      and transfer taxes, if any, relating to the sale or disposition of Registrable
      Notes by a Holder, it being understood that in no event shall the Issuer be
      liable for the fees and expenses of more than one counsel (in addition to any
      local counsel) in connection with registration pursuant to either Section 2.1
      or
      2.2 hereof.

     

    “Registration
      Statement” shall mean any registration statement of the Issuer which covers
      any of the Exchange Notes or Registrable Notes pursuant to the provisions of
      this Agreement, and all amendments and supplements to any such Registration
      Statement, including pre-effective and post-effective amendments, in each case
      including the Prospectus contained therein, all exhibits thereto and all
      documents incorporated by reference therein.

     

    “SEC”
shall
      mean the United States Securities and Exchange Commission or any successor
      agency or government body performing the functions currently performed by the
      United States Securities and Exchange Commission.

     

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

     

    “Shelf
      Registration” shall mean a registration effected pursuant to
      Section 2.2 hereof.

     

    “Shelf
      Registration Statement” shall mean a “shelf” registration statement of the
      Issuer pursuant to the provisions of Section 2.2 hereof which covers all of
      the
      Registrable Notes, of each series, on an appropriate form under Rule 415 under
      the Securities Act, or any similar rule that may be adopted by the SEC, and
      all
      amendments and supplements to such registration statement, including
      post-effective amendments, in each case including the Prospectus contained
      therein, all exhibits thereto and all documents incorporated by reference
      therein.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

    “Trustee”
      shall mean the trustee with respect to the Notes under the
      Indenture.

     

    2.  Registration
      Under the Securities Act.

     

    2.1  Exchange
      Offer.  The Issuer shall (A) prepare and, as soon as
      practicable following the Closing Date, file with the SEC an Exchange Offer
      Registration Statement with respect to a proposed Exchange Offer and the
      issuance and delivery to the Holders, in exchange for the Registrable Notes
      of
      each series, a like principal amount of Exchange Notes of such series,
      (B) use its reasonable best efforts to cause the Exchange Offer
      Registration Statement to be declared effective under the Securities Act not
      later than 180 calendar days following the Closing Date, (C) use its
      reasonable best efforts to keep the Exchange Offer Registration Statement
      effective until the closing of the Exchange Offer and (D) use its
      reasonable best efforts to cause the Exchange Offer to be consummated within
      210
      calendar days following the Closing Date.  The Exchange Notes will be
      issued under the Indenture.  Upon the effectiveness of the Exchange
      Offer Registration Statement, the Issuer shall promptly commence the Exchange
      Offer, it being the objective of such Exchange Offer to enable each Holder
      eligible and electing to exchange Registrable Notes for Exchange Notes (assuming
      that such Holder (a) is not an affiliate of the Issuer within the meaning
      of Rule 405 under the Securities Act, (b) is not a broker-dealer tendering
      Registrable Notes acquired directly from the Issuer for its own account,
      (c) acquired the Exchange Notes in the ordinary course of such Holder’s
      business and (d) has no arrangements or understandings with any person to
      participate in the Exchange Offer for the purpose of distributing the Exchange
      Notes) to transfer such Exchange Notes from and after their receipt without
      any
      limitations or restrictions under the Securities Act and without material
      restrictions under the securities laws of a majority of the several states
      of
      the United States.

     

    In
      connection with
      the Exchange Offer, the Issuer shall:

     

    (a)  mail
      to the
      Depositary a copy of the Prospectus forming part of the Exchange Offer
      Registration Statement together with an appropriate letter of transmittal and
      related documents;

     

    (b)  use
      its reasonable
      best efforts to keep the Exchange Offer open for acceptance for a period of
      not
      less than 20 business days after the date notice thereof is mailed to the
      Depositary (or longer if required by applicable law) (such period referred
      to
      herein as the “Exchange Period”);

     

    (c)  utilize
      the services
      of the Depositary for the Exchange Offer;

     

    (d)  permit
      Holders to
      withdraw tendered Registrable Notes at any time prior to 5:00 p.m. (Eastern
      Time) on the last business day of the Exchange Period, by sending to the
      institution specified in the notice, a telegram, telex, facsimile transmission
      or letter setting forth the name of such Holder, the principal amount of
      Registrable Notes delivered for exchange, and a statement that such Holder
      is
      withdrawing his election to have such Notes exchanged;

     

    (e)  notify
      the
      Depositary that any Registrable Notes not tendered will remain outstanding
      and
      continue to accrue interest, but will not retain any rights under this Agreement
      (except in the case of the Initial Purchasers and Participating Broker-Dealers
      as provided herein); and

     

    (f)  otherwise
      comply in
      all respects with all applicable laws relating to the Exchange
      Offer.

     

    As
      soon as
      practicable after the close of the Exchange Offer, the Issuer
      shall:

     

    (i)  accept
      for exchange
      all Registrable Notes duly tendered and not validly withdrawn pursuant to the
      Exchange Offer in accordance with the terms of the Exchange Offer Registration
      Statement and the letter of transmittal which shall be an exhibit
      thereto;

     

    (ii)  deliver
      to the
      Trustee for cancellation all Registrable Notes so accepted for exchange;
      and

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    (iii)  cause
      the Trustee
      promptly to authenticate and deliver the respective Exchange Notes to each
      Holder of Registrable Notes so accepted for exchange in a principal amount
      equal
      to the principal amount of the Registrable Notes of such Holder so accepted
      for
      exchange.

     

    The
      Issuer shall use
      its reasonable best efforts to keep the Exchange Offer Registration Statement
      effective and to amend and supplement the Prospectus contained therein, in
      order
      to permit such Prospectus to be lawfully delivered by all Participating
      Broker-Dealers subject to the prospectus delivery requirements of the Securities
      Act for such period of time as such Participating Broker-Dealers must comply
      with such requirements in order to resell the Exchange Notes; provided, however,
      that (i) such period shall be the lesser of 90 calendar days after the
      consummation of the Exchange Offer and the date on which all Participating
      Broker-Dealers have sold all Exchange Notes held by them (unless such period
      is
      extended pursuant to Section 3(k) hereof) and (ii) the Issuer shall
      make such Prospectus, and any amendment or supplement thereto, available to
      any
      such Participating Broker-Dealer for use in connection with any resale of any
      Exchange Notes for a period of the lesser of 90 calendar days after the
      consummation of the Exchange Offer and the date on which all Participating
      Broker-Dealers have sold all Exchange Notes held by them (unless such period
      is
      extended pursuant to Section 3(k) hereof).

     

    Interest
      on the
      Exchange Notes of each series will accrue from the most recent interest payment
      date to which interest has been paid on the respective Registrable Notes
      surrendered in exchange therefor or, if no interest has been paid on such
      Registrable Notes, from the Closing Date.  The Exchange Offer shall
      not be subject to any conditions, other than (i) that the Exchange Offer,
      or the making of any exchange by a Holder, does not violate applicable law
      or
      any applicable interpretation of the staff of the SEC, (ii) the due
      tendering of Registrable Notes in accordance with the Exchange Offer,
      (iii) that each Holder of Registrable Notes exchanged in the Exchange Offer
      shall have represented (x) that all Exchange Notes to be received by it
      shall be acquired in the ordinary course of its business (y) that it is not
      an affiliate of the Issuer and (z) that at the time of the consummation of
      the Exchange Offer it shall have no arrangement or understanding with any person
      to participate in the distribution (within the meaning of the Securities Act)
      of
      the Exchange Notes and shall have made such other representations as may be
      reasonably necessary under applicable SEC rules, regulations or interpretations
      to render the use of Form S-4 or other appropriate form under the Securities
      Act
      available and (iv) that no action or proceeding shall have been instituted
      or threatened in any court or by or before any governmental agency with respect
      to the Exchange Offer which, in the judgment of the Issuer, would reasonably
      be
      expected to impair the ability of the Issuer to proceed with the Exchange
      Offer.  The Issuer shall inform the Initial Purchasers of the names
      and addresses of the Holders to whom the Exchange Offer is made, and the Initial
      Purchasers shall have the right to contact such Holders and otherwise facilitate
      the tender of Registrable Notes in the Exchange Offer.  Each Holder of
      Registrable Notes who wishes to exchange such Registrable Notes for Exchange
      Notes in the Exchange Offer will be required to make certain customary
      representations in connection therewith, including representations that
      (i) that all Exchange Notes to be received by it were acquired in the
      ordinary course of its business, (ii)  that it is not an affiliate of the
      Issuer and (iii) that at the time of the consummation of the Exchange Offer
      it shall have no arrangement or understanding with any person to participate
      in
      the distribution (within the meaning of the Securities Act) of the Exchange
      Notes and shall have made such other representations as may be reasonably
      necessary under applicable SEC rules, regulations or interpretations to render
      the use of Form S-4 or other appropriate form under the Securities Act
      available.  Each Holder hereby acknowledges and agrees that any
      Participating Broker-Dealer and any such Holder using the Exchange Offer to
      participate in a distribution of the Exchange Notes:  (1) could
      not under SEC policy as in effect on the date of this Agreement rely on the
      position of the SEC enunciated in Morgan Stanley and Co., Inc. (available
      June 5, 1991) and Exxon Capital Holdings Corporation (available
      May 13, 1988), as interpreted in the SEC’s letter to Shearman &
Sterling dated July 2, 1993, and similar no-action letters (including any
      no-action letter obtained based on the representation in clause (i)
      above), and (2) must comply with the registration and
      prospectus delivery requirements of the Securities Act in connection with the
      secondary resale transaction and that such a secondary resale transaction should
      be covered by an effective registration statement containing the selling
      security holder information required by Items 507 and 508, as applicable, of
      Regulation S-K, the SEC standard instructions for filing forms under the
      Securities Act, if the resales are of Exchange Notes obtained by such Holder
      in
      exchange for Notes acquired by such Holder directly from the Issuer or an
      affiliate of the Issuer.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


     

    2.2  Shelf
      Registration.  (i) If, because of any changes in law, SEC
      rules or regulations or applicable interpretations thereof by the staff of
      the
      SEC, the Issuer is not permitted to effect the Exchange Offer as contemplated
      by
      Section 2.1 hereof, (ii) if for any other reason (A) the Exchange
      Offer Registration Statement is not declared effective within 180 calendar
      days
      following the Closing Date or (B) the Exchange Offer is not consummated
      within 210 calendar days after the Closing Date (provided that the Issuer is
      not
      then actively pursuing such effectiveness or consummation, as the case may
      be),
      (iii) upon the written request of the Initial Purchasers with respect to
      any Registrable Notes which it acquired directly from the Issuer, (iv) upon
      the written request of any Holder that either (A) is not permitted pursuant
      to applicable law, SEC rules and regulations or applicable interpretations
      thereof by the staff of the SEC to participate in the Exchange Offer or
      (B) participates in the Exchange Offer and does not receive fully tradable
      Exchange Notes pursuant to the Exchange Offer, or (v) if the Issuer so
      elects, then in case of each of clauses (i) through (v) the Issuer shall, at
      its
      cost:

     

    (a)  As
      promptly as
      practicable, file with the SEC, and thereafter shall use its reasonable best
      efforts to cause to be declared or otherwise become effective as promptly as
      practicable but no later than 180 calendar days after the Closing Date, a Shelf
      Registration Statement relating to the offer and sale of the Registrable Notes
      by the Holders from time to time in accordance with the methods of distribution
      elected by the Majority Holders participating in the Shelf Registration and
      set
      forth in such Shelf Registration Statement.

     

    (b)  Use
      its reasonable
      best efforts to keep the Shelf Registration Statement continuously effective
      in
      order to permit the Prospectus forming a part thereof to be usable by Holders
      for a period ending on the earliest of (i) two years from the Closing Date,
      (ii) the date on which the Registrable Notes become eligible for resale
      without volume limitations pursuant to Rule 144 under the Securities Act, or
      (iii) for such shorter period that will terminate when all Registrable
      Notes of each series covered by the Shelf Registration Statement have been
      sold
      pursuant to the Shelf Registration Statement or cease to be outstanding or
      otherwise to be Registrable Notes.

     

    (c)  Notwithstanding
      any
      other provisions hereof, use its reasonable best efforts to ensure that
      (i) any Shelf Registration Statement and any amendment thereto and any
      Prospectus forming part thereof and any supplement thereto complies in all
      material respects with the Securities Act and the rules and regulations
      thereunder, (ii) any Shelf Registration Statement and any amendment thereto
      does not, when it becomes effective, contain an untrue statement of a material
      fact or omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading and (iii) any Prospectus
      forming part of any Shelf Registration Statement, and any supplement to such
      Prospectus (as amended or supplemented from time to time), does not include
      an
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements, in light of the circumstances under which
      they
      were made, not misleading.

     

    The
      Issuer further
      agrees, if necessary, to supplement or amend the Shelf Registration Statement,
      as required by Section 3(b) hereof, and to furnish to the Depositary copies
      of
      any such supplement or amendment as promptly as reasonably practicable after
      its
      being used or filed with the SEC.

     

    No
      Holder of
      Registrable Notes shall be entitled to include any of its Registrable Notes
      in
      any Shelf Registration Statement pursuant to this Agreement unless and until
      such Holder agrees in writing to be bound by all of the provisions of this
      Agreement applicable to such Holder and furnishes to the Issuer in writing,
      within 15 calendar days after receipt of a request therefor, such information
      as
      the Issuer may, after conferring with counsel with regard to information
      relating to Holders that would be required by the SEC to be included in such
      Shelf Registration Statement or Prospectus included therein, reasonably request
      for inclusion in any Shelf Registration Statement or Prospectus included
      therein.  Each Holder as to which any Shelf Registration is being
      effected agrees promptly to furnish to the Issuer all information with respect
      to such Holder necessary to make the information previously furnished to the
      Issuer by such Holder not materially misleading.

     

    2.3  Expenses.  The
      Issuer shall pay all Registration Expenses in connection with the registration
      pursuant to Section 2.1 or 2.2 hereof.  Each Holder shall pay all
      underwriting discounts and commissions and transfer taxes, if any, relating
      to
      the sale or disposition of such Holder’s Registrable Notes pursuant to the Shelf
      Registration Statement.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    2.4  Effectiveness.  (a)
The
      Issuer will be deemed not
      to have used its reasonable best efforts to cause the Exchange Offer
      Registration Statement or the Shelf Registration Statement, as the case may
      be,
      to become, or to remain, effective during the requisite period if the Issuer
      voluntarily takes any action that would, or omits to take any action which
      omission would, result in any such Registration Statement not being declared
      or
      otherwise becoming effective or in the Holders of Registrable Notes covered
      thereby not being able to exchange or offer and sell such Registrable Notes
      during that period as and to the extent contemplated hereby, unless such action
      is required by applicable law.

     

    (b)  An
      Exchange Offer
      Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration
      Statement pursuant to Section 2.2 hereof will not be deemed to have become
      effective unless it has been declared effective by the SEC or otherwise become
      effective under the Securities Act; provided, however, that if, after it has
      been declared or otherwise become effective, the offering of Registrable Notes
      pursuant to a Shelf Registration Statement is interfered with by any stop order,
      injunction or other order or requirement of the SEC or any other governmental
      agency or court, such Registration Statement will be deemed not to have become
      effective during the period of such interference until the offering of
      Registrable Notes pursuant to such Registration Statement may legally
      resume.

     

    2.5  Interest.  The
      Notes will provide that if the Exchange Offer is not consummated and the Shelf
      Registration Statement is not declared or does not otherwise become effective
      on
      or prior to the date that is 210 calendar days after the Closing Date, the
      interest rate on the Notes will be increased by 0.25% per annum commencing
      on
      the date that is 210 calendar days after the Closing Date, until the Exchange
      Offer is consummated or the Shelf Registration Statement is declared effective
      by the SEC or has otherwise become effective; provided, that in the case of
      a
      Shelf Registration Statement, if the Issuer is unable to cause such Shelf
      Registration Statement to become effective because Holders of Registrable Notes
      have not provided information with respect to themselves as required by law
      to
      be included therein pursuant to the Issuer’s request as provided herein, such
      0.25% increase in the interest rate shall be payable only to Holders that have
      furnished such information required by law to be included therein to the Issuer
      pursuant to its request hereunder from but excluding the date such information
      is provided to the Issuer to but excluding the date the Shelf Registration
      Statement is declared effective by the SEC or otherwise became
      effective.

     

    2.6  Specific
      Enforcement.  Without limiting the remedies available to the
      Initial Purchasers and the Holders, the Issuer acknowledges that any failure
      by
      the Issuer to comply with its obligations under Sections 2.1 and 2.2 hereof
      may
      result in material irreparable injury to the Initial Purchasers or the Holders
      for which there is no adequate remedy at law, that it will not be possible to
      measure damages for such injuries precisely and that, in the event of any such
      failure, the Initial Purchasers or any Holder may obtain such relief as may
      be
      required to specifically enforce the Issuer’s obligations under Sections 2.1 and
      2.2 hereof.

     

    3.  Registration
      Procedures.  In connection with the obligations of the Issuer with
      respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof,
      the
      Issuer shall:

     

    (a)  prepare
      and file
      with the SEC a Registration Statement, within the relevant time period specified
      in Section 2 hereof, on the appropriate form under the Securities Act, which
      form (i) shall be selected by the Issuer, (ii) shall in the case of a
      Shelf Registration, be available for the sale of the Registrable Notes by the
      selling Holders thereof, (iii) shall comply as to form in all material
      respects with the requirements of the applicable form and include or incorporate
      by reference all financial statements required by the SEC to be filed therewith
      or incorporated by reference therein, and (iv) shall comply in all respects
      with the requirements of Regulation S-T under the Securities Act, and use its
      best efforts to cause such Registration Statement to become effective and remain
      effective in accordance with Section 2 hereof;

     

    (b)  prepare
      and file
      with the SEC such amendments and post-effective amendments to each Registration
      Statement as may be necessary under applicable law to keep such Registration
      Statement effective for the applicable period; and cause each Prospectus to
      be
      supplemented by any required prospectus supplement, and as so supplemented
      to be
      filed pursuant to Rule 424 under the Securities Act and comply with the
      provisions of the Securities Act applicable to them with respect to the
      disposition of all securities covered by each Registration Statement during
      the
      applicable period in accordance with the intended method or methods of
      distribution by the selling Holders thereof;

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (c)  in
      the case of a
      Shelf Registration, (i) notify the Depositary, at least five (5) business
      days prior to filing, that a Shelf Registration Statement with respect to the
      Registrable Notes is being filed and advising the Depositary that the
      distribution of Registrable Notes will be made in accordance with the method
      selected by the Majority Holders participating in the Shelf Registration;
      (ii) furnish to the Depositary and to each underwriter of an underwritten
      offering of Registrable Notes, if any, without charge, as many copies of each
      Prospectus, including each preliminary Prospectus, and any amendment or
      supplement thereto and such other documents as the Depositary or underwriter
      may
      reasonably request, including financial statements and schedules and, if the
      Depositary so requests, all exhibits in order to facilitate the public sale
      or
      other disposition of the Registrable Notes; and (iii) hereby consent to the
      use of the Prospectus or any amendment or supplement thereto by each of the
      selling Holders of Registrable Notes in connection with the offering and sale
      of
      the Registrable Notes covered by the Prospectus or any amendment or supplement
      thereto;

     

    (d)  use
      its best efforts
      to register or qualify the Registrable Notes under all applicable state
      securities or “blue sky” laws of such jurisdictions as any Holder of Registrable
      Notes covered by a Registration Statement and each underwriter of an
      underwritten offering of Registrable Notes shall reasonably request in writing
      by the time the applicable Registration Statement is declared effective by
      the
      SEC or has otherwise become effective under the Securities Act, and do any
      and
      all other acts and things which may be reasonably necessary or advisable to
      enable each such Holder and underwriter to consummate the disposition in each
      such jurisdiction of such Registrable Notes owned by such Holder; provided,
      however, that the Issuer shall not be required to (i) qualify as a foreign
      corporation or as a dealer in securities in any jurisdiction where it would
      not
      otherwise be required to qualify but for this Section 3(d), or (ii) take
      any action which would subject it to general service of process or taxation
      in
      any such jurisdiction where it is not then so subject;

     

    (e)  notify
      promptly each
      Holder of Registrable Notes under a Shelf Registration or any Participating
      Broker-Dealer who has notified the Issuer that it is utilizing the Exchange
      Offer Registration Statement as provided in paragraph (f) below, and, if
      requested by such Holder or Participating Broker-Dealer, confirm such advice
      in
      writing promptly (i) when a Registration Statement has become effective and
      when any post-effective amendments and supplements thereto become effective,
      (ii) of any request by the SEC or any state securities authority for
      post-effective amendments and supplements to a Registration Statement and
      Prospectus or for additional information after the Registration Statement has
      become effective, (iii) of the issuance by the SEC or any state securities
      authority of any stop order suspending the effectiveness of a Registration
      Statement or the initiation of any proceedings for that purpose, (iv) in
      the case of a Shelf Registration, if, between the effective date of a
      Registration Statement and the closing of any sale of Registrable Notes covered
      thereby, the representations and warranties of the Issuer contained in any
      underwriting agreement, securities sales agreement or other similar agreement,
      if any, relating to the offering cease to be true and correct in all material
      respects, (v) of the happening of any event or the discovery of any facts
      during the period a Shelf Registration Statement is effective or an Exchange
      Offer Registration Statement is being utilized pursuant to Section 2.1(f) hereof
      which makes any statement made in such Registration Statement or related
      Prospectus untrue in any material respect or which requires the making of any
      changes in such Registration Statement or Prospectus in order to make the
      statements therein not misleading, and (vi) of the receipt by the Issuer of
      any notification with respect to the suspension of the qualification of the
      Registrable Notes or the Exchange Notes, as the case may be, for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose;

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


     

    (f)  in
      the case of the
      Exchange Offer Registration Statement (i) include in the Prospectus
      contained in the Exchange Offer Registration Statement a section entitled “Plan
      of Distribution” which section shall be reasonably acceptable to the Initial
      Purchasers or another representative of the Participating Broker-Dealers and
      shall contain a summary statement of the positions taken or policies made by
      the
      staff of the SEC with respect to the potential “underwriter” status of any
      broker-dealer that holds Registrable Notes acquired for its own account as
      a
      result of market-making activities or other trading activities and that will
      be
      the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
      Exchange Notes to be received by such broker-dealer in the Exchange Offer,
      whether such positions or policies have been publicly disseminated by the staff
      of the SEC or such positions or policies, in the reasonable judgment of the
      Initial Purchasers and their counsel, represent the prevailing views of the
      staff of the SEC, including a statement that any such broker-dealer who receives
      Exchange Notes for Registrable Notes pursuant to the Exchange Offer may be
      deemed a statutory underwriter and must deliver a prospectus meeting the
      requirements of the Securities Act in connection with any resale of such
      Exchange Notes, (ii) furnish to each Participating Broker-Dealer who has
      delivered to the Issuer the notice referred to in Section 3(e) hereof, without
      charge, as many copies of each Prospectus included in the Exchange Offer
      Registration Statement, including any preliminary prospectus, and any amendment
      or supplement thereto, as such Participating Broker-Dealer may reasonably
      request, (iii) hereby consent to the use of the Prospectus forming part of
      the Exchange Offer Registration Statement or any amendment or supplement
      thereto, by any person subject to the prospectus delivery requirement of the
      SEC, including all Participating Broker-Dealers, in connection with the sale
      or
      transfer of the Exchange Notes covered by the Prospectus or any amendment or
      supplement thereto, and (iv) include in the transmittal letter or similar
      documentation to be executed by an exchange offeree in order to participate
      in
      the Exchange Offer (x) the following provision:

     

    “if
      you are a
      participating broker-dealer that will receive Exchange Notes 

    for
      your own account
      in exchange for Original Notes as a result of 

    market-making
      activities or other trading activities, you acknowledge 

    that
      you will
      deliver a Prospectus meeting the requirements of the 

    Securities
      Act in
      connection with any resale of such Exchange Notes;” 

    and

     

    (y) a
      statement
      to the effect that by a broker-dealer making the acknowledgment described in
      clause (x) and by delivering a Prospectus in connection with the exchange
      of Registrable Notes, the broker-dealer will not be deemed to admit that it
      is
      an underwriter within the meaning of the Securities Act;

     

    (g)  (i) in
      the case
      of an Exchange Offer, furnish counsel for the Initial Purchasers and
      (ii) in the case of a Shelf Registration, furnish counsel for the Holders
      of Registrable Notes, copies of any comment letters received from the SEC or
      any
      other request by the SEC or any state securities authority for amendments or
      supplements to a Registration Statement and Prospectus or for additional
      information;

     

    (h)  make
      every
      reasonable effort to obtain the withdrawal of any order suspending the
      effectiveness of a Registration Statement at the earliest possible
      moment;

     

    (i)  in
      the case of a
      Shelf Registration, furnish to the Depositary, and each underwriter, if any,
      without charge, at least one conformed copy of each Registration Statement
      and
      any post-effective amendment thereto, including financial statements and
      schedules (without documents incorporated therein by reference and all exhibits
      thereto, unless requested);

     

    (j)  in
      the case of a
      Shelf Registration, cooperate with the selling Holders of Registrable Notes
      to
      facilitate the timely preparation and delivery of certificates representing
      Registrable Notes to be sold and not bearing any restrictive legends; and enable
      such Registrable Notes to be in such denominations (consistent with the
      provisions of the Indenture) and registered in such names as the selling Holders
      or the underwriters, if any, may reasonably request at least three (3) business
      days prior to the closing of any sale of Registrable Notes;

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


     

    (k)  in
      the case of a
      Shelf Registration, upon the occurrence of any event or the discovery of any
      facts, each as contemplated by Sections 3(e)(ii), 3(e)(iv), 3(e)(v) and 3(e)(vi)
      hereof, or in the case of an Exchange Offer Registration Statement, upon the
      occurrence of any event or the discovery of any facts, each as contemplated
      by
      Sections 3(e)(ii), 3(e)(v) and 3(e)(vi) hereof, use its best efforts to prepare
      a supplement or post-effective amendment to the Registration Statement or the
      related Prospectus or any document incorporated therein by reference or file
      any
      other required document so that, as thereafter delivered to the purchasers
      of
      the Registrable Notes or Participating Broker-Dealers, such Prospectus will
      not
      contain at the time of such delivery any untrue statement of a material fact
      or
      omit to state a material fact necessary to make the statements therein, in
      light
      of the circumstances under which they were made, not misleading; and notify
      each
      Holder to suspend use of the Prospectus as promptly as practicable after the
      occurrence of such an event, and each Holder hereby agrees to suspend use of
      the
      Prospectus until such time as such Holder has received from the Issuer an
      amended or supplemented Prospectus correcting such misstatement or
      omission;

     

    (l)  in
      the case of a
      Shelf Registration, a reasonable time prior to the filing of any Registration
      Statement, any Prospectus, any amendment to a Registration Statement or
      amendment or supplement to a Prospectus or any document which is to be
      incorporated by reference into a Registration Statement or a Prospectus after
      initial filing of a Registration Statement, provide copies of such document
      to
      the Initial Purchasers on behalf of such Holders; and make representatives
      of
      the Issuer as shall be reasonably requested by the Holders of Registrable Notes,
      or the Initial Purchasers on behalf of such Holders, available for discussion
      of
      such document;

     

    (m)  obtain
      a CUSIP
      number for all Exchange Notes or Registrable Notes, as the case may be, not
      later than the effective date of a Registration Statement, and provide the
      Trustee with printed certificates for the Exchange Notes or the Registrable
      Notes, as the case may be, in a form eligible for deposit with the
      Depositary;

     

    (n)  (i) cause
      the
      Indenture to be qualified under the Trust Indenture Act of 1939, as amended
      (the
“TIA”), in connection with the registration of the Exchange Notes or
      Registrable Notes, as the case may be, (ii) cooperate with the Trustee and
      the Holders to effect such changes to the Indenture as may be required for
      the
      Indenture to be so qualified in accordance with the terms of the TIA, and
      (iii) execute, and use its best efforts to cause the Trustee to execute,
      all documents as may be required to effect such changes, and all other forms
      and
      documents required to be filed with the SEC to enable the Indenture to be so
      qualified in a timely manner;

     

    (o)  in
      the case of a
      Shelf Registration, enter into agreements (including underwriting agreements)
      and take all other customary and appropriate actions in order to expedite or
      facilitate the disposition of such Registrable Notes and in such connection
      whether or not an underwriting agreement is entered into and whether or not
      the
      registration is an underwritten registration:

     

                                               
      (i)  make
      such
      representations and warranties to the Holders of such Registrable Notes and
      the
      underwriters, if any, in form, substance and

                             
            scope as are customarily made by issuers to
      underwriters in similar underwritten offerings as may be reasonably requested
      by
      them;

     

              
      (ii)  obtain
      opinions of
      counsel to the Issuer and updates thereof (which counsel and opinions (in form,
      scope and substance) shall be reasonably satisfactory
      to the
      managing underwriters, if any, and the holders of a majority in principal amount
      of the Registrable Notes of each series being sold) addressed to each selling
      Holder and the underwriters, if any, covering the matters customarily covered
      in
      opinions requested in sales of securities or underwritten offerings and such
      other matters as may be reasonably requested by such Holders and
      underwriters;

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


               
      (iii)  if
      requested by any
      selling Holder of Registrable Notes or underwriter, obtain “cold comfort”
letters and updates thereof from the independent registered public accounting
      firm of the Company who have certified the financial statements and any other
      entity included or incorporated by reference in the Registration Statement
      addressed to the such underwriters, if any, and use reasonable efforts to have
      such letter addressed to the selling Holders of Registrable Notes (to the extent
      consistent with SAS 72), such letters to be in customary form and covering
      matters of the type customarily covered in “cold comfort” letters to
      underwriters in connection with similar underwritten offerings;

     

               
      (iv)  enter
      into a
      securities sales agreement with the Holders and an agent of the Holders
      providing for, among other things, the appointment of such agent for the selling
      Holders for the purpose of soliciting purchases of Registrable Notes, which
      agreement shall be in form, substance and scope customary for similar
      offerings;

     

               
      (v)  if
      an underwriting
      agreement is entered into, cause the same to set forth indemnification
      provisions and procedures substantially equivalent to the indemnification
      provisions and procedures set forth in Sections 4 and 5 hereof with respect to
      the underwriters and all other parties to be indemnified pursuant to said
      Sections or, at the request of any underwriters, in the form customarily
      provided to such underwriters in similar types of transactions; and

     

               
      (vi)  deliver
      such
      documents and certificates as may be reasonably requested and as are customarily
      delivered in similar offerings to the Holders of a majority in principal amount
      of the Registrable Notes of each series being sold and the managing
      underwriters, if any.

     

    The
      above shall be
      done at (i) the effectiveness of such Registration Statement (and each
      post-effective amendment thereof) and (ii) each closing under any
      underwriting or similar agreement as and to the extent required
      thereunder;

     

    (p)  in
      the case of a
      Shelf Registration, make available for inspection by representatives of the
      Holders of the Registrable Notes and any underwriters participating in any
      disposition pursuant to a Shelf Registration Statement and any counsel or
      accountant retained by such Holders or underwriters, all financial and other
      records, pertinent corporate documents and properties of the Issuer reasonably
      requested by any such persons and use its reasonable best efforts to cause
      the
      respective officers, directors, employees, and any other agents of the Issuer
      to
      supply all information reasonably requested by any such representative,
      underwriter, special counsel or accountant in connection with a Registration
      Statement, and make such representatives of the Issuer available for discussion
      of such documents as shall be reasonably requested by the Initial
      Purchasers;

     

    (q) 
(i)            in
      the case of an Exchange Offer Registration Statement, within a reasonable time
      prior to the filing of any Exchange Offer Registration Statement, any Prospectus
      forming a part thereof, any amendment to an Exchange Offer Registration
      Statement or amendment or supplement to such Prospectus, provide copies of
      such
      document to the Initial Purchasers and make such changes in any such document
      prior to the filing thereof as the Initial Purchasers may reasonably request
      and, except as otherwise required by applicable law, not file any such document
      in a form to which the Initial Purchasers on behalf of the Holders of
      Registrable Notes shall reasonably object; and

     

               
      (ii)  in
      the case of a
      Shelf Registration, within a reasonable time prior to filing any Shelf
      Registration Statement, any Prospectus forming a part thereof, any amendment
      to
      such Shelf Registration Statement or amendment or supplement to such Prospectus,
      provide copies of such document to the Depositary, to the Initial Purchasers,
      to
      counsel on behalf of the Holders and to the underwriter or underwriters of
      an
      underwritten offering of Registrable Notes, if any, make such changes in any
      such document prior to the filing thereof as the Initial Purchasers, the counsel
      to the Holders or the underwriter or underwriters reasonably request and not
      file any such document in a form to which the Majority Holders or the Initial
      Purchasers on behalf of the Holders of Registrable Notes or any underwriter
      may
      reasonably object and make the representatives of the Issuer available for
      discussion of such document as shall be reasonably requested by the Holders
      of
      Registrable Notes, the Initial Purchasers on behalf of such Holders, or any
      underwriter.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (r)  in
      the case of a
      Shelf Registration, use its reasonable best efforts to cause all Registrable
      Notes to be listed on any securities exchange on which similar debt securities
      issued by the Issuer are then listed if requested by the Majority Holders,
      or if
      requested by the underwriter or underwriters of an underwritten offering of
      Registrable Notes, if any;

     

    (s)  in
      the case of a
      Shelf Registration, use its reasonable best efforts to cause the Registrable
      Notes to be rated by the appropriate rating agencies, if so requested by the
      Majority Holders, or if requested by the underwriter or underwriters of an
      underwritten offering of Registrable Notes, if any;

     

    (t)  otherwise
      comply
      with all applicable rules and regulations of the SEC and make available to
      security holders, as soon as reasonably practicable, an earnings statement
      covering at least 12 months which shall satisfy the provisions of Section 11(a)
      of the Securities Act and Rule 158 thereunder;

     

    (u)  cooperate
      and assist
      in any filings required to be made with the NASD and, in the case of a Shelf
      Registration, in the performance of any due diligence investigation by any
      underwriter and its counsel (including any “qualified independent underwriter”
that is required to be retained in accordance with the rules and regulations
      of
      the NASD); and

     

    (v)  in
      the case of any
      Exchange Offer Registration Statement, upon consummation of an Exchange
      Offer,

     

              
      (A)  obtain a customary opinion of counsel to the Issuer addressed to
      the Trustee for the benefit of all Holders of Registrable Notes participating
      in
      the Exchange Offer, and which includes an opinion that (i) the Issuer has
      duly authorized, executed and delivered the Exchange Notes and the Indenture
      and
      (ii) each of the Exchange Notes and the Indenture constitute a legal, valid
      and binding obligation of the Issuer, enforceable against the Issuer in
      accordance with its respective terms (with customary exceptions);
      and

     

              
      (B)  deliver to the Initial Purchasers or to another representative of
      the Participating Broker-Dealers, if requested by the Initial Purchasers or
      such
      other representative of the Participating Broker-Dealers, on behalf of the
      Participating Broker-Dealers (i) an opinion of counsel or opinions of
      counsel substantially in the form attached hereto as Exhibit A and (ii) an
      officers’ certificate substantially in the form customarily delivered in a
      public offering of debt securities.

     

    In
      the case of a
      Shelf Registration Statement, the Issuer may (as a condition to such Holder’s
      participation in the Shelf Registration) require each Holder of Registrable
      Notes to furnish to the Issuer such information regarding the Holder and the
      proposed distribution by such Holder of such Registrable Notes as the Issuer
      may
      from time to time reasonably request in writing for use in connection with
      any
      Shelf Registration Statement or Prospectus included therein, including, without
      limitation, information specified in Item 507 of Regulation S-K under the
      Securities Act.  Each Holder as to which any Shelf Registration is
      being effected agrees to furnish promptly to the Issuer all information required
      to be disclosed with respect to such Holder in order to make any information
      with respect to such Holder previously furnished to the Issuer by such Holder
      not materially misleading.

     

    In
      the case of a
      Shelf Registration Statement or an Exchange Offer Registration Statement, each
      Holder agrees that, upon receipt of any notice directly or indirectly from
      the
      Issuer of the happening of any event or the discovery of any facts, each of
      the
      kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue
      disposition of Registrable Notes pursuant to a Registration Statement until
      such
      Holder’s receipt of the copies of the supplemented or amended Prospectus
      contemplated by Section 3(k) hereof, and, if so directed by the Issuer, such
      Holder will deliver to the Issuer (at its expense) all copies in such Holder’s
      possession, other than permanent file copies then in such Holder’s possession,
      of the Prospectus covering such Registrable Notes current at the time of receipt
      of such notice.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    If
      any of the
      Registrable Notes covered by any Shelf Registration Statement are to be sold
      in
      an underwritten offering, the underwriter or underwriters and manager or
      managers that will manage such offering will be selected by the Majority Holders
      of such Registrable Notes included in such offering and shall be acceptable
      to
      the Issuer.  No Holder of Registrable Notes may participate in any
      underwritten registration hereunder unless such Holder (a) agrees to sell
      such Holder’s Registrable Notes on the basis provided in any underwriting
      arrangements approved by the persons entitled hereunder to approve such
      arrangements and (b) completes and executes all questionnaires, powers of
      attorney, indemnities, underwriting agreements and other documents required
      under the terms of such underwriting agreement.

     

    4.  Indemnification.

    4.1  Indemnification
      by the Issuer.  The Issuer agrees to indemnify and hold harmless
      each Initial Purchaser, its directors and officers, each Holder, each
      Participating Broker-Dealer, each Person who participates as an underwriter
      (any
      such Person being an “Underwriter”) and each Person, if any, who controls
      any Holder or Underwriter within the meaning of Section 15 of the Securities
      Act
      or Section 20 of the Exchange Act from and against any and all losses, claims,
      damages and liabilities  that arise out of or are based upon any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      Registration Statement pursuant to which Exchange Notes or Registrable Notes
      were registered under the Securities Act or any related Prospectus or any
      related Issuer Free Writing Prospectus (as that term is defined in Rule
      433(h)(1) under the Securities Act), or any omission or alleged omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, and agrees to reimburse each Initial
      Purchaser and each controlling person, as incurred, for any legal or other
      expenses reasonably incurred by them in connection with investigating or
      defending any such loss, claim, damage or liability, except insofar as such
      losses, claims, damages or liabilities arise out of or are based upon any such
      untrue statement or alleged untrue statement or omission or alleged omission
      or
      are based upon information furnished in writing to the Issuer by any Initial
      Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect
      to
      such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter,
      as
      the case may be, specifically for inclusion therein.

     

    4.2  Indemnification
      by the Holders, Initial Purchasers, Participating Broker-Dealers and
      Underwriters.  Each Holder, each Initial Purchaser, each
      Participating Broker-Dealer and each Underwriter severally, but not jointly,
      agrees to indemnify and hold harmless the Issuer, each other Initial Purchaser,
      each other Participating Broker-Dealer, each other Underwriter and each other
      selling Holder, and each of their respective directors and officers, and each
      Person, if any, who controls the Issuer, any Initial Purchaser, any
      Participating Broker-Dealer, any Underwriter, or any other selling Holder within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act to the same extent as the foregoing indemnity contained in Section 4.1
      hereof, but only with reference to written information relating to such Holder,
      Initial Purchaser, Participating Broker-Dealer or Underwriter furnished in
      writing to the Issuer by such Holder, Initial Purchaser, Participating
      Broker-Dealer or Underwriter specifically for inclusion in the Shelf
      Registration Statement or such Prospectus; provided, however, that no such
      Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter shall
      be
      liable for any claims hereunder in excess of the amount of net proceeds received
      by such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter
      from the sale of Registrable Notes pursuant to such Shelf Registration
      Statement.  This indemnity agreement will be in addition to any
      liability which such Holder, Initial Purchaser, Participating Broker-Dealer
      or
      Underwriter may otherwise have.

     

    4.3  Actions
      Against
      Parties; Notification.  Promptly after receipt by an
      indemnified party under Section 4.1 or 4.2 hereof of notice of the commencement
      of any action, such indemnified party will, if a claim in respect thereof is
      to
      be made against the indemnifying party under Section 4.1 or 4.2 hereof, notify
      the indemnifying party in writing of the commencement thereof; but the omission
      so to notify the indemnifying party (i) will not relieve it from any
      liability under Section 4.1 or 4.2 hereof unless and to the extent such failure
      results in the loss by the indemnifying party of substantial rights and defenses
      and (ii) will not, in any event relieve the indemnifying party from any
      obligations to any indemnified party other than the indemnification obligation
      provided in Section 4.1 or 4.2 hereof.  In any such proceeding, any
      indemnified party shall have the right to retain its own counsel, but fees
      and
      expenses of such counsel shall be at the expense of such indemnified party
      unless (i) the indemnifying party and the indemnified party shall have mutually
      agreed to the retention of such counsel or (ii) the named parties to any such
      action (including any impleaded parties) include both the indemnified party
      and
      the indemnifying party and the indemnified party shall have reasonably concluded
      upon advice of counsel that there may be legal defenses available to it and/or
      other indemnified parties which are different from or additional to those
      available to the indemnifying party.  It is understood that the
      indemnifying party shall not, in connection with any proceeding or related
      proceedings in the same jurisdiction, be liable for the fees and expenses of
      more than one separate counsel for all such indemnified parties.  Such
      counsel shall be designated in writing by the Representatives in the case of
      parties indemnified pursuant to the second preceding paragraph, and by the
      Company in the case of parties indemnified pursuant to the first preceding
      paragraph.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    4.4  Settlement
      Without Consent.  The indemnifying party shall not be liable for
      any settlement of any proceeding effected without its written consent, but
      if
      settled with such consent or if there has been a final judgment for the
      plaintiff, the indemnifying party agrees to indemnify the indemnified party
      from
      and against any loss or liability by reason of such settlement or
      judgment.  An indemnifying party will not, without the prior written
      consent of the indemnified parties, settle or compromise or consent to the
      entry
      of any judgment with respect to any pending or threatened claim, action, suit
      or
      proceeding in respect of which indemnification or contribution may be sought
      hereunder (whether the indemnified parties are actual or potential parties
      to
      such claim or action) unless such settlement, compromise or consent
      (i) includes an unconditional release of each indemnified party from all
      liability arising out of such claim, action, suit or proceeding and
      (ii) does not include any statement as to, or any admission of, fault,
      culpability or failure to act by or on behalf of any indemnified
      party.

     

    5.  Contribution.  In
      the event that the indemnity provided for in Section 4.1 or 4.2 hereof is held
      by a court to be unavailable, in whole or in part, to hold harmless an
      indemnified party for any reason, then each applicable indemnifying party shall
      have several and not joint obligation to contribute to the aggregate losses,
      claims, damages and liabilities (including legal or other expenses reasonably
      incurred in connection with investigating or defending same) (collectively
      “Losses”) to which such indemnified party may be subject in such
      proportion as is appropriate to reflect the relative benefits received by such
      indemnifying party, on the one hand, and such indemnified party, on the other
      hand, from the offering of the Notes, the Exchange Notes or the Registrable
      Notes and the Registration Statement which resulted in such
      Losses.  If the allocation provided by the immediately preceding
      sentence is held by a court to be unavailable for any reason, the indemnifying
      party and the indemnified party shall contribute in such proportion as is
      appropriate to reflect not only such relative benefits but also the relative
      fault of such indemnifying party on the one hand and of such indemnified party
      on the other hand in connection with the statements or omissions that resulted
      in such Losses, as well as any other relevant equitable
      considerations.  Benefits received by the Issuer shall be deemed to be
      equal to the sum of (x) the total net proceeds from the offering (before
      deducting expenses) and (y) the total amount of Interest (as defined in
      Section 2.5 hereof) which the Issuer was not required to pay as a result of
      registering the securities covered by the Registration Statement which resulted
      in the Losses.  Benefits received by the Initial Purchasers shall be
      deemed to be equal to the total discounts and commissions, and benefits received
      by any other Holders shall be deemed to be equal to the value of receiving
      Notes, Exchange Notes or Registrable Notes, as applicable, registered under
      the
      Securities Act.  Benefits received by any Participating Broker-Dealer
      shall be deemed to be equal to the total commissions relating to the
      market-making and exchange of Registrable Notes for Exchange
      Notes.  Benefits received by any Underwriter shall be deemed to be
      equal to the total underwriting discounts and commissions, as set forth on
      the
      cover page of the Prospectus forming a part of the Registration Statement which
      resulted in such Losses.  Relative fault shall be determined by
      reference to, among other things, whether any untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information provided by the indemnifying party on the one hand or
      by
      the indemnified party on the other hand, the intent of the parties and their
      relative knowledge, access to information and opportunity to correct or prevent
      such untrue statement or omission.  Notwithstanding the provisions of
      this Section 5, no Initial Purchaser shall be required to contribute any amount
      in excess of the amount by which the total price at which the Notes underwritten
      by it and distributed to the public were offered to the public exceeds the
      amounts of any damages which such Initial Purchaser has otherwise been required
      to pay by reason of such untrue or alleged untrue statement or omission or
      alleged omission; nor shall any Participating Broker-Dealer be required to
      contribute any amount in excess of the amount by which the total price at which
      the Notes exchanged for Exchange Notes by it were offered to the public exceeds
      the amounts of any damages which such Participating Broker-Dealer has otherwise
      been required to pay by reason of such untrue or alleged untrue statement or
      omission or alleged omission; nor, shall any Underwriter in the case of a Shelf
      Registration Statement be required to contribute any amount in excess of the
      amount by which the total price at which the Notes underwritten by it exceeds
      the amounts of any damages which such Underwriter has otherwise been required
      to
      pay by reason of such untrue or alleged untrue statement or omission or alleged
      omission. The parties agree that it would not be just and equitable if
      contribution were determined by pro rata allocation (even if the Holders were
      treated as one entity for such purpose) or any other method of allocation that
      does not take account of the equitable considerations referred to
      above.  Notwithstanding the provisions of this Section 5, no person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    For
      purposes of this
      Section 5, each person, if any, who controls a Holder, an Initial Purchaser,
      a
      Participating Broker-Dealer or an Underwriter, in each case, within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall
      have the same rights to contribution as such Holder, Initial Purchaser,
      Participating Broker-Dealer or Underwriter, as the case may be, and each officer
      of the Issuer who shall have signed the Registration Statement, each director
      of
      the Issuer and each person, if any, who controls the Issuer within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act shall
      have
      the same rights to contribution as the Issuer.

     

    6.  Miscellaneous.

     

    6.1  Rule
      144 and Rule
      144A.  For so long as the Issuer is subject to the reporting
      requirements of Section 13 or 15 of the Exchange Act, the Issuer covenants
      that
      it will file the reports required to be filed by it under the Securities Act
      and
      Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted
      by the SEC thereunder.  If the Issuer ceases to be so required to file
      such reports, the Issuer covenants that it will upon the request of any Holder
      of Registrable Notes (a) make publicly available such information as is
      necessary to permit sales pursuant to Rule 144 under the Securities Act,
      (b) deliver such information to a prospective purchaser as is necessary to
      permit sales pursuant to Rule 144A under the Securities Act, and (c) take
      such further action that is reasonable in the circumstances, in each case,
      to
      the extent required from time to time to enable such Holder to sell its
      Registrable Notes without registration under the Securities Act within the
      limitation of the exemptions provided by (i) Rule 144 under the Securities
      Act, as such Rule may be amended from time to time, (ii) Rule 144A under
      the Securities Act, as such Rule may be amended from time to time, or
      (iii) any similar rules or regulations hereafter adopted by the
      SEC.  Upon the request of any Holder of Registrable Notes, the Issuer
      will deliver to such Holder a written statement as to whether it has complied
      with such requirements.  The Issuer agrees to comply with the
      information obligations to the extent that they are required by applicable
      law
      or regulation.

     

    6.2  No
      Inconsistent
      Agreements.  The Issuer has not entered into and the Issuer will
      not after the date of this Agreement enter into any agreement which is
      inconsistent with the rights granted to the Holders of Registrable Notes in
      this
      Agreement or otherwise conflicts with the provisions hereof.  The
      rights granted to the Holders hereunder do not in any way conflict with the
      rights granted to the Holders of the Issuer’s other issued and outstanding Notes
      under any such agreements.

     

    6.3  Amendments
      and
      Waivers.  The provisions of this Agreement, including the
      provisions of this sentence, may not be amended, modified or supplemented,
      and
      waivers of consents to departures from the provisions hereof may not be given
      unless the Issuer has obtained the written consent of (i) Holders of a
      majority in aggregate principal amount of the outstanding Registrable Notes
      of
      each series determined on a series by series basis and (ii) Participating
      Broker-Dealers holding a majority in aggregate principal amount of the Exchange
      Notes of each series held by all Participating Broker-Dealers determined on
      a
      series by series basis, in each case to the extent affected by such amendment,
      modification, supplement, waiver or departure.

     

    6.4  Notices.  All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, registered first-class mail, telex,
      telecopier, or any courier guaranteeing overnight delivery (a) if to the
      Depositary, at 55 Water Street, New York, New York 10041 or if The Depository
      Trust Company is no longer the Depositary, at the most current address given
      by
      the Depositary to the Issuer by means of a notice given in accordance with
      the
      provisions of this Section 6.4; (b) if to a Holder, at the most current address
      given by such Holder to the Issuer by means of a notice given in accordance
      with
      the provisions of this Section 6.4, which address initially is the address
      set
      forth in the Purchase Agreement with respect to the Initial Purchasers; and
      (c) if to the Issuer initially at the Issuer’s address set forth in the
      Purchase Agreement, and thereafter at such other address of which notice is
      given in accordance with the provisions of this Section 6.4.

     

    All
      such notices and
      communications shall be deemed to have been duly given:  at the time
      delivered by hand, if personally delivered; two (2) business days after being
      deposited in the mail, postage prepaid, if mailed; when answered back, if
      telexed; when receipt is acknowledged, if telecopied; and on the next business
      day if timely delivered to an air courier guaranteeing overnight
      delivery.

     

    Copies
      of all such
      notices, demands, or other communications shall be concurrently delivered by
      the
      person giving the same to the Trustee under the Indenture, at the address
      specified in such Indenture.

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


     

    6.5  Successor
      and
      Assigns.  This Agreement shall inure to the benefit of and be
      binding upon the successors, assigns and transferees of each of the parties,
      including without limitation and without the need for an express assignment,
      subsequent Holders and Participating Broker-Dealers; provided that nothing
      herein shall be deemed to permit any assignment, transfer or other disposition
      of Registrable Notes in violation of the terms of the Purchase
      Agreement.  If any transferee of any Holder shall acquire Registrable
      Notes, in any manner, whether by operation of law or otherwise, such Registrable
      Notes shall be held subject to all of the terms of this Agreement, and by taking
      any holding such Registrable Notes such person shall be conclusively deemed
      to
      have agreed to be bound by and to perform all of the terms and provisions of
      this Agreement, including the restrictions on resale set forth in this Agreement
      and, if applicable, the Purchase Agreement, and such person shall be entitled
      to
      receive the benefits hereof.

     

    6.6  Third
      Party
      Beneficiaries.  The Initial Purchasers (even if the Initial
      Purchasers are not Holders of Registrable Notes) shall be third party
      beneficiaries to the agreements made hereunder between the Issuer, on the one
      hand, and the Holders, on the other hand, and shall have the right to enforce
      such agreements directly to the extent it deems such enforcement necessary
      or
      advisable to protect its rights or the rights of Holders
      hereunder.  Each Holder of Registrable Notes shall be a third party
      beneficiary to the agreements made hereunder between the Issuer, on the one
      hand, and the Initial Purchasers, on the other hand, and shall have the right
      to
      enforce such agreements directly to the extent it deems such enforcement
      necessary or advisable to protect its rights hereunder.

     

    6.7  Counterparts.  This
      Agreement may be executed in any number of counterparts and by the 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.

     

    6.8  Headings.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    6.9  GOVERNING
      LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
      PRINCIPLES OF CONFLICT OF LAWS THEREOF.

     

    6.10  Severability.  In
      the event that any one or more of the provisions contained herein, or the
      application thereof in any circumstance, is held invalid, illegal or
      unenforceable, the validity, legality and enforceability of any such provision
      in every other respect and of the remaining provisions contained herein shall
      not be affected or impaired thereby.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
 

    IN
      WITNESS WHEREOF,
      the parties have executed this Agreement as of the date first written
      above.

     

    


     

    
      	 	
              JERSEY
                CENTRAL
                POWER & LIGHT COMPANY,

            
	 	
              as
                Issuer

            
	
               

               

              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
 

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Confirmed
                and
                accepted as

            
	
              of
                the date
                first above written:

               

            
	
              BARCLAYS
                CAPITAL INC.

            
	 
	 
	
              By:___________________________________

            
	
                    Name:

            
	
                    Title:

            
	 
	 
	
              UBS
                SECURITIES
                LLC

            
	 
	 
	
              By:___________________________________

            
	
                    Name:

            
	
                    Title:

            
	 
	 
	
              By:___________________________________

            
	
                    Name:

            
	
                    Title:

            
	 
	 
	
              J.P.
                MORGAN
                SECURITIES INC.

            
	 
	 
	
              By:___________________________________

            
	
                    Name:

            
	
                    Title:

            
	 
	 
	
              WACHOVIA
                CAPITAL MARKETS, LLC

            
	 
	 
	
              By:___________________________________

            
	
                    Name:

            
	
                    Title:

            
	 
	
              Acting
                as
                representatives of the Initial
                Purchasers.

            


    

    



    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


     

    Exhibit
      A

     

    Form
      of Opinion
      of Counsel

     

    We
      are of the
      opinion that the Exchange Offer Registration Statement and the Prospectus (other
      than the financial statements, notes or schedules thereto and other financial
      data and supplemental schedules included or incorporated by reference therein
      or
      omitted therefrom and the Form(s) T-1, as to which we need express no opinion),
      comply as to form in all material respects with the requirements of the
      Securities Act and the applicable rules and regulations promulgated under the
      Securities Act.

     

    In
      addition, we have
      participated in conferences with officers and other representatives of the
      Issuer, representatives of the independent public accountants of the Issuer
      and
      representatives of the Initial Purchasers, at which the contents of the
      Registration Statement and the Prospectus and related matters were discussed
      and, although we are not passing upon, and do not assume any responsibility
      for,
      the accuracy, completeness or fairness of the statements contained in the
      Registration Statement and the Prospectus and have not made any independent
      check or verification thereof, during the course of such participation, no
      facts
      came to our attention that caused us to believe that the Registration Statement
      or any amendment thereto, at the time the Registration Statement or any such
      amendment became effective, contained an untrue statement of a material fact
      or
      omitted to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, or that the Prospectus or any
      amendment or supplement thereto, at the time the Prospectus was issued, at
      the
      time any such amended or supplemented Prospectus was issued or at the Closing
      Date, included or includes an untrue statement of a material fact or omitted
      or
      omits to state a material fact necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading; it being understood that we express no belief with respect to the
      financial statements and schedules and other financial data included in the
      Registration Statement and the Prospectus.

     

    



    
      
        
        

      

      
        Exh.
          A