EXHIBIT
4.1
FORM OF NOTE OF
7.35% SENIOR NOTES DUE 2019
THIS NOTE IS A
GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO
HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY,
THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO
THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
JERSEY CENTRAL
POWER & LIGHT COMPANY
7.35% SENIOR
NOTE DUE 2019
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Original Issue
Date: January 27, 2009
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Stated
Maturity: February 1, 2019
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Interest Payment
Dates: February 1 and August 1, commencing August 1,
2009.
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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.
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Principal
Amount:
$300,000,000.00 No.
R-1
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JERSEY CENTRAL
POWER & LIGHT COMPANY, a corporation duly organized and
existing under the laws of the State of New Jersey (the
“Company”), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of
THREE HUNDRED MILLION DOLLARS 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 specified above, and at
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 Maturity Date,
so long as the principal amount of this Global Note is paid on the
Maturity Date. The interest so payable and
punctually paid
or duly provided for on any such Interest Payment Date (except for
interest payable on the Stated Maturity specified above, or, if
applicable, upon redemption or acceleration) will, as provided in
the Indenture (as defined below), be paid to the Person in whose
name this Global 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; provided, that the first
Interest Payment Date for any part of this Global Note, the
Original Issue Date of which is after a Regular Record Date but
prior to the applicable Interest Payment Date, shall be the
Interest Payment Date following the next succeeding Regular Record
Date; and provided, that interest payable on the Stated Maturity
specified above or, if applicable, upon redemption or acceleration,
shall be payable to the Person to whom principal shall be payable
on such Maturity Date. Except as otherwise provided in
the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and shall be paid to the Person in whose
name this Global 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 whereof shall be given to
Noteholders not more than fifteen days or fewer than ten days prior
to such Special Record Date. Payment of principal of,
interest and premium, if any, on this Global Note shall be payable
pursuant to Section 2.12(a) of the Indenture.
This Global Note
is a global security in respect of a duly authorized issue of 7.35%
Senior Notes due 2019 (the “Notes of this Series”,
which term includes any Global Note representing such Notes) of the
Company issued and to be issued under an Indenture dated July 1,
1999 between the Company and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (herein called the
“Trustee”, which term includes any successor Trustee
under the Indenture) and indentures supplemental thereto
(collectively, the “Indenture”). Under the
Indenture, one or more series of notes may be issued and, as used
herein, the term “Notes” refers to the Notes of this
Series and any other outstanding series of
Notes. Reference is hereby made to the Indenture for a
more complete statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the
Trustee and the Noteholders and of the terms upon which the Notes
are and are to be authenticated and delivered. This
Global Note has been issued in respect of the Notes of this Series,
which are limited in aggregate principal amount to
$300,000,000.
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 of this Series or Global Note issued
upon transfer, exchange or substitution of such Note or Global Note
shall bear the Original Issue Date of such transferred, exchanged
or substituted Note or Global Note, as the case may be.
Notes of this
Series are redeemable at any time in whole or from time to time in
part, at the Company’s option, on at least 30 days’,
but not more than 60 days’, prior notice mailed to the
registered address of each Holder of Notes of this Series to be
redeemed at a redemption price equal to the greater of: (1) 100% of
the principal amount of such Notes to be redeemed, and (2) as
determined by the Independent Investment Banker (as defined below),
the sum of the present values of the Remaining Scheduled Payments
(as defined below), discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate (as defined below),
plus 50 basis points. In each case, accrued and unpaid interest on
such Notes to be redeemed will be payable to the redemption
date.
“Adjusted
Treasury Rate” means, with respect to any redemption
date:
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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 Board of
Governors of the Federal Reserve System 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 Adjusted Treasury Rate shall be
interpolated or e
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