-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RduSITxd5vGPA7Zv3wGUy//6Ld+1vA3baMki8XISKLpR7GWrUYqgzqSgOuW/PwtY WGHtpkjrV+arL51psadyPg== 0000053456-94-000010.txt : 19940527 0000053456-94-000010.hdr.sgml : 19940527 ACCESSION NUMBER: 0000053456-94-000010 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JERSEY CENTRAL POWER & LIGHT CO CENTRAL INDEX KEY: 0000053456 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 210485010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08323 FILM NUMBER: 94530845 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE CITY: MORRISTOWN STATE: NJ ZIP: 079621911 BUSINESS PHONE: 2014558200 35-CERT 1 REPORT SEC FILE NO. 70-8323 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CERTIFICATE PURSUANT TO RULE 24 OF PARTIAL COMPLETION OF TRANSACTIONS JERSEY CENTRAL POWER & LIGHT COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------- In The Matter of ) ) JERSEY CENTRAL POWER ) Certificate Pursuant & LIGHT COMPANY ) to Rule 24 of Partial SEC File No. 70-8323 ) Completion of ) Transactions (Public Utility Holding ) Company Act of 1935) ) ---------------------------------------- TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION: The undersigned, Jersey Central Power & Light Company ("JCP&L"), hereby certifies pursuant to Rule 24 of the Rules and Regulations under the Public Utility Holding Company Act of 1935 (the "Act") that certain of the transactions proposed in the Declaration on Form U-1, as amended, filed in SEC File No. 70- 8323, have been carried out in accordance with the Commission's Order, dated March 5, 1994 (HCAR No. 35-26003) with respect thereto, as follows: 1. To secure its obligation to Utilities Mutual Insurance Company ("Insurer") to pay a deductible under its Worker's Compensation and Employer's Liability Insurance Policy (which policy was issued on January 1, 1994 and expires on December 31, 1994), on April 1, 1994 JCP&L furnished the Insurer with a letter of credit in the amount of $2,858,000 issued by Canadian Imperial Bank of Commerce ("CIBC") and expiring on March 31, 1996. In connection therewith, JCP&L entered into a Fee Letter with CIBC providing, among other things, for the payment of a letter of credit fee of .35% per annum on the face amount of 1 the letter of credit and obligating JCP&L to repay the amount of any drawings thereunder together with interest thereon at the rate of 2% plus the greater of (x) CIBC's prime rate as then in effect and (y) the federal funds rate. 2. The following exhibits are filed herewith: A-1 - Letter of Credit dated April 1, 1994. A-2 - Fee Letter. 2 SIGNATURE PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. JERSEY CENTRAL POWER & LIGHT COMPANY By: Don W. Myers Vice President and Treasurer Date: May 26, 1994 EX-99 2 EXHIBIT INDEX EXHIBITS TO BE FILED BY EDGAR Exhibits: A-1 - Letter of Credit dated April 1, 1994. A-2 - Fee Letter. EX-99 3 EXHIBIT A1 LETTER OF CREDIT Exhibit A-1 CANADIAN IMPERIAL BANK OF COMMERCE APRIL 1, 1994 IRREVOCABLE LETTER OF CREDIT NO. U-94-0091 Utilities Mutual Insurance Company 56 Pine Street New York, NY 10005 Attn: Mr. John Maher, Vice President Beneficiaries: By order of our client, Jersey Central Power & Light Company, we hereby establish this Irrevocable Letter of Credit No. U-94-0091 in your favor for an amount up to but not exceeding the aggregate sum of U.S. Two Million Eight Hundred Fifty-Eight Thousand Dollars and Zero Cents (US $2,858,000), effective immediately, and expiring at the offices of the bank on March 31, 1996 unless renewed as hereinafter provided. Funds under this Letter of Credit are available to you against your sight draft(s) signed by your authorized corporate officer drawn on us bearing the clause "Drawn under Credit No. U-94-0091." The sight draft must be accompanied by the original Letter of Credit, and a statement by you that the applicant has not performed its obligations as outlined in the Deductible Endorsement to the Workers' Compensation and Employer's Liability Insurance Policy No. PAC-9342 of the applicant in an amount equal to or greater than the amount of the draft. The sight draft and accompanying documentation shall be presented to us at our Atlanta office located at 2727 Paces Ferry Road, Suite 1200, Atlanta, Georgia 30339. This Letter of Credit will be automatically renewed for a one-year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (60) days prior to such expiration date, or prior to an anniversary of such date, we notify both you and your client in writing by registered mail that we elect not to so renew this Letter of Credit. Upon receipt by you of our notice of election not to renew this Letter of Credit, you may draw hereunder by your sight draft(s) drawn on us and bearing the clause "Drawn under Credit No. U-94- 0091." The sight draft must be accompanied by the original Letter of Credit and a statement by you that the applicant has not delivered a substitute Letter of Credit as required by the Deductible Endorsement. This Letter of Credit sets forth in full the terms of our under- taking. Such undertaking shall not in any way be modified, amended or amplified by reference to any document or referred to 1 herein or in which this Letter of Credit is referred or to which this Letter of Credit relates and any such reference shall not be deemed to incorporate herein by reference to any document or instrument. All bank charges and commissions incurred in this transaction are for the applicant's account. We hereby agree with the drawer of the drafts drawn under and in compliance with the terms of this credit that such drafts will be duly honored upon presentation to the drawee. This Letter of Credit is subject to and governed by the Laws of the State of New York and the 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 500) and, in the event of any conflict, the Laws of the State of New York will control. If this credit expires during an interruption of business as described in Article 17 of said Publication 500, the bank hereby specifically agrees to effect payment if this Credit is drawn against within 30 days after the resumption of business." Very truly yours, CANADIAN IMPERIAL BANK OF COMMERCE COUNTERSIGNED AUTHORIZED SIGNATURE 2 EX-99 4 EXA2 FEE LETTER Exhibit A-2 CONFIDENTIAL January 1, 1994 Jersey Central Power & Light Company c/o GPU Service Corporation P.O. Box 15152 Reading, Pennsylvania 19612-5152 Attention: Treasurer Re: Fees and Interest for Letter of Credit No. Ladies/Gentlemen: Reference is hereby made to that certain Application for Standby Letter of Credit, dated April 1, 1994 (the "Application") by Jersey Central Power & Light Company (the "Applicant") to Canadian Imperial Bank of Commerce (the "Bank") requesting the issuance of letter of credit no. (the "Letter of Credit") in favor of Utilities Mutual Insurance Company in the maximum stated amount of $2,858,000. As an inducement to the Bank's issuance of the Letter of Credit, this is to confirm that the Applicant hereby agrees as follows: 1. The Applicant will pay to the Bank, for the Bank's own account, a letter of credit fee for the period from and including the date of the issuance of the Letter of Credit to the date the Letter of Credit expires or is canceled, of 0.35% per annum on the daily outstanding amount of the Letter of Credit, computed for the actual number of days elapsed on the basis of a year consisting of 360 days. Such letter of credit fee shall be paid quarterly arrears on the last business day of each calendar quarter, beginning with June 30, 1994, and on the date the Letter of Credit expires or is canceled for any period then ending for which such letter of credit fee shall not have theretofore been paid. Such letter of credit fee shall, upon payment thereof, not be refundable under any circumstances. Such fee shall be paid to the Bank at its office at Two Paces West, 2727 Paces Ferry Road, Suite 1200, Atlanta, Georgia 30339, without set-off, deduction, recoupment or counterclaim. 2. The Applicant shall pay interest on the amount of any unreimbursed disbursement by the Bank under the Letter of Credit from the date of such disbursement until paid at a rate per annum equal to the Alternate Base Rate plus 2%, computed for the actual number of days elapsed on the basis of a year consisting of 365 (or 366) days. Such interest shall be payable immediately by the 1 Applicant upon demand by the Bank. The "Alternate Base Rate" means on any particular date, a rate of interest per annum equal to the higher of (i) the United States "Prime Rate" of the Bank as announced by the Bank from time to time (said rate to change on the date of each change of such prime rate), and (ii) the sum of the Federal Funds Rate for such date plus 0.50%. The Alternate Base Rate is not necessarily intended to be the lowest rate of interest charged by the Bank in connection with extensions of credit. The "Federal Funds Rate" means on any particular date, a rate of interest per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such date (or, if such date is not a business day, for the next preceding business day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a business day, the average of the quotations for such day on such transactions received by the Bank from three Federal funds brokers of recognized standing selected by it. 3. If as a result of any change in interpretation, implementation or administration of any law, regulation or guideline (including, without limitation, guidelines issued in connection with capital adequacy) or compliance with any future law, regulation or guideline (including, without limitation, guidelines issued in connection with capital adequacy), the Bank determines that the cost to the Bank of maintaining the Letter of Credit is materially increased, or any amount received or receivable by the Bank hereunder or under the Application is materially reduced, or the Bank is required to make any material payment in connection with any transaction contemplated hereby, then the Bank shall notify the Applicant and the Applicant shall pay to the Bank such additional amount or amounts as the Bank determines will compensate the Bank for such increased cost, reduction or payment incurred on or after the 60th day preceding the Applicant's receipt of such notice, provided, however, that the Applicant shall not be required to compensate the Bank for such increased cost, reduction or payment resulting from changes in the tax or the rate of tax imposed on or measured by the overall net income of the Bank or its issuing office by the jurisdictions in which the Bank has its principal office or its issuing office. 4. The Applicant agrees to pay to the Bank, on demand, all reasonable legal fees and expenses incurred by the Bank in connection with the preparation, execution, administration (including without limitation any amendments) and enforcement of the Application and this letter agreement. 5. The Applicant and the Bank agree that for purposes of the Application, the Terms and Conditions of the Standby Letter of Credit Application Form are modified as follows: (i) "Local Currency" means lawful money of the United States of America. 2 (ii) The Applicant shall reimburse the Bank for any Drawing on the same day the Bank makes payment on such Drawing. (iii) Paragraphs 7 and 13 of the Terms and Conditions of the Standby Letter of Credit Application Form are deleted. By its signature hereto, the Applicant represents to the Bank that: (a) the execution, delivery and performance by the Applicant of the Application and this letter agreement are within the Applicant's corporate powers, have been duly authorized by necessary corporate action, have received all necessary governmental approvals, if any shall be required, and do not conflict or contravene any applicable law or material agreement binding upon or affecting the Applicant; and (b) the Application and this letter agreement are the valid and binding obligations of the Applicant, enforceable in accordance with their respective terms. This letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Bank and the Applicant. The terms of this letter shall be governed by the internal laws of the State of New York. This letter may be signed in one or more counterparts. If you are in agreement with the foregoing, please sign and return the enclosed counterpart of this letter to the Bank. Very truly yours, CANADIAN IMPERIAL BANK OF COMMERCE By: Title: Agreed to and Accepted this 1 day of April, 1994: JERSEY CENTRAL POWER & LIGHT COMPANY By: 3 -----END PRIVACY-ENHANCED MESSAGE-----