Exhibit 4-J
AMENDMENT NO. 1
TO
PAYMENT AND GUARANTEE AGREEMENT
THIS AMENDMENT NO. 1, dated November 23, 1999, is executed and
delivered by Pennsylvania Electric Company, a Pennsylvania corporation, to amend
and supplement that certain PAYMENT AND GUARANTEE AGREEMENT, dated as of June
16, 1999 ("Guarantee Agreement") executed and delivered by Pennsylvania Electric
Company. Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Guarantee Agreement.
WHEREAS, the Guarantor has previously executed the Guarantee
Agreement for the benefit of the Holder from time to time of the Preferred
Securities of the Issuer.
WHEREAS, the Guarantor desires to guarantee the payment of
certain additional obligations, as set forth below:
NOW, THEREFORE, in consideration of the premises and other
consideration, receipt of which is hereby acknowledged, the Guarantor, intending
to be legally bound hereby, agrees as follows:
SECTION 1.01. To the fullest extent permitted by law, this
Amendment No. 1 shall be effective retroactive to June 16, 1999.
SECTION 1.02. The following sentence is added at the end
of Section 2.01 of the Guarantee Agreement:
The Guarantor also hereby irrevocably and unconditionally
agrees to pay in full all of the costs and expenses of the
General Partner and all of the costs, expenses and liabilities
of the Issuer and Penelec Capital Trust that the General
Partner has agreed to pay pursuant to Section 8.03(c) of the
Limited Partnership Agreement or otherwise, to the extent such
costs and expenses are not otherwise paid.
SECTION 1.03. Except as expressly modified herein, the
Guarantee Agreement shall remain in full force and effect.
THIS AMENDMENT NO. 1 TO THE GUARANTEE AGREEMENT is executed as
of the day and year first above written.
PENNSYLVANIA ELECTRIC COMPANY
By: ------------------------------
Name: ▇.▇. ▇▇▇▇▇▇
Title: Vice President and
Treasurer
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