EXECUTION COPY SITE LEASE Dated as of July 1, 2007 between FIRSTENERGY GENERATION CORP., as Site Lessor and MANSFIELD 2007 TRUST A as Site Lessee SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN BRUCE MANSFIELD PLANT UNIT 1Site Lease • August 2nd, 2007 • Firstenergy Corp • Electric services • New York
This SITE LEASE (as the same may be amended, modified or supplemented, this “Site Lease”), dated as of July 1, 2007 between FIRSTENERGY GENERATION CORP., an Ohio corporation (“Site Lessor” or “FGCO”), and MANSFIELD 2007 TRUST A, a Delaware statutory trust (“Site Lessee” or “Lessor”).
PARTICIPATION AGREEMENT Dated as of June 26, 2007 among FIRSTENERGY GENERATION CORP., as Lessee, FIRSTENERGY SOLUTIONS CORP., as Guarantor, MANSFIELD 2007 TRUST A, as Lessor, U.S. BANK TRUST NATIONAL ASSOCIATION, as Trust Company, HILLBROOK CORP., as...Participation Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services
This PARTICIPATION AGREEMENT, dated as of June 26, 2007 (as amended, supplemented or otherwise modified from time to time, in accordance with the provisions hereof, this “Participation Agreement” or this “Agreement”), among (a) FIRSTENERGY GENERATION CORP., an Ohio corporation (together with its successors and permitted assigns, called the “Lessee”), (b) FIRSTENERGY SOLUTIONS CORP., an Ohio corporation, as Guarantor (together with its successors and permitted assigns, called the “Guarantor”) under the Guaranty, (c) MANSFIELD 2007 TRUST A, a Delaware statutory trust (together with its successors and permits assigns, called the “Lessor”), (d) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, in its individual capacity (together with its successors and permitted assigns, called the “Trust Company”), (e) HILLBROOK CORP., a Delaware corporation (herein, together with its successors and permitted assigns, called the “Owner Participant”), (f) THE BANK OF NEW YORK TRUST COM
SCHEDULE IParticipation Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services
• Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, the applicable Lessor, U.S. Bank Trust National Association, as Trust Company, the applicable Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee
SITE SUBLEASE Dated as of July 1, 2007 between MANSFIELD 2007 TRUST A, as Site Sublessor and FIRSTENERGY GENERATION CORP., as Site SublesseeSite Sublease • August 2nd, 2007 • Firstenergy Corp • Electric services • New York
This SITE SUBLEASE (as the same may be amended, modified or supplemented, this “Site Sublease”), dated as of July 1, 2007, between MANSFIELD 2007 TRUST A, a Delaware statutory trust (“Site Sublessor” or “Lessor”), and FIRSTENERGY GENERATION CORP., an Ohio corporation (“Site Sublessee” or “FGCO”).
BILL OF SALE AND TRANSFER Dated as of July 1, 2007 between FIRSTENERGY GENERATION CORP., as Grantor and MANSFIELD 2007 TRUST A, as GranteeBill of Sale • August 2nd, 2007 • Firstenergy Corp • Electric services • Pennsylvania
THIS BILL OF SALE AND TRANSFER (this “Bill of Sale”) dated as of July 1, 2007 between FIRSTENERGY GENERATION CORP., an Ohio corporation (“Grantor”), and MANSFIELD 2007 TRUST A, a Delaware statutory trust (“Grantee”),
SUPPORT AGREEMENT Dated as of July 1, 2007 between MANSFIELD 2007 TRUST A, as Lessor and FIRSTENERGY GENERATION CORP., as Lessee SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN BRUCE MANSFIELD PLANT UNIT 1Support Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services • New York
This SUPPORT AGREEMENT, (this “Support Agreement”) dated as of July 1, 2007 between Mansfield 2007 Trust A, (“Lessor”), a Delaware statutory trust, and FIRSTENERGY GENERATION CORP. (“Lessee”), an Ohio corporation.
TRUST AGREEMENT (MANSFIELD 2007 TRUST A) Dated as of June 26, 2007 between HILLBROOK CORP., as Owner Participant and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services • Delaware
This TRUST AGREEMENT (MANSFIELD 2007 TRUST A) dated as of June 26, 2007 (as such may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof and, where applicable, the other Operative Documents, this “Trust Agreement” or “Agreement”), between HILLBROOK CORP., a Delaware corporation (together with any successors or permitted assigns thereof, the “Owner Participant”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, the “Trust Company”, and otherwise not in its individual capacity but solely as owner trustee hereunder acting on behalf of the Trust, together with any successors or permitted assigns thereof, the “Owner Trustee”).
THIS DOCUMENT CONSTITUTES, AMONG OTHER THINGS, A SECURITY AGREEMENT AND A FIXTURE FILING WITHIN THE MEANING OF THE PENNSYLVANIA UNIFORM COMMERCIAL CODE—SECURED TRANSACTIONS.Security Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services • New York
This INDENTURE OF TRUST, OPEN-END MORTGAGE AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Indenture”), dated as of July 1, 2007, between MANSFIELD 2007 TRUST A, a Delaware statutory trust (the “Lessor”), the Lessor being the mortgagor under the mortgage and debtor under the security agreement contained herein, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, in its individual capacity as expressly stated herein, but otherwise solely as Indenture Trustee (the “Indenture Trustee”), the Indenture Trustee being the trustee and mortgagee under the mortgage and secured party under the security agreement contained herein on behalf of the Noteholders, and as the Account Bank.
SECOND AMENDMENT TO THE BRUCE MANSFIELD UNITS 1, 2 AND 3 OPERATING AGREEMENTOperating Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services • Pennsylvania
THIS SECOND AMENDMENT (this “Second Amendment”), effective as of July 1, 2007, by and among The Cleveland Electric Illuminating Company, an Ohio corporation (“CEI”), The Toledo Edison Company, an Ohio corporation (“TE”), and FirstEnergy Generation Corp., an Ohio corporation (“FEG”) (all of which are indirect wholly-owned subsidiaries of FirstEnergy Corp. and are referred to herein individually, as the “Participant” or collectively, as the “Participants”) to that certain Operating Agreement, dated as of June 1, 1976, entered into by and among CEI, Duquesne Light Company, a Pennsylvania corporation, Ohio Edison Company, an Ohio corporation (“OE”), Pennsylvania Power Company, a Pennsylvania corporation (“PP”), and TE, as amended by that certain Amendment, dated as of January 1, 2001 (the “Operating Agreement”).
EXECUTION COPY FACILITY LEASE AGREEMENT Dated as of July 1, 2007 between MANSFIELD 2007 TRUST A, as Lessor and FIRSTENERGY GENERATION CORP., as Lessee SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN BRUCE MANSFIELD PLANT UNIT 1 CERTAIN OF THE...Facility Lease Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services • New York
This FACILITY LEASE AGREEMENT, dated as of July 1, 2007 (as amended, supplemented or otherwise modified from time to time and in accordance with the provisions hereof, this “Facility Lease”), between MANSFIELD 2007 TRUST A, a Delaware statutory trust (the “Lessor”), and FIRSTENERGY GENERATION CORP., an Ohio corporation (the “Lessee”).
GUARANTY Dated as of July 1, 2007 made by FIRSTENERGY SOLUTIONS CORP., as GuarantorGuaranty • August 2nd, 2007 • Firstenergy Corp • Electric services
This GUARANTY, dated as of July 1, 2007 (this “Guaranty”), by FIRSTENERGY SOLUTIONS CORP., an Ohio corporation (the “Guarantor”), in favor of the Guaranteed Parties (as defined in Section 5).
Registration Rights Agreement Dated as of July 13, 2007 among The Bank of New York Trust Company, N.A., not in its individual capacity, but solely as Pass Through Trustee (“Pass Through Trustee”), FirstEnergy Generation Corp. (an Ohio corporation)...Registration Rights Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 13th day of July, 2007, by and among The Bank of New York Trust Company, N.A., as Pass Through Trustee (the “Pass Through Trustee”) under the Pass Through Trust Agreement (defined below), FirstEnergy Generation Corp., an Ohio corporation (the “Lessee”), FirstEnergy Solutions Corp., an Ohio corporation (the “Lease Guarantor”), and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), as Representatives (defined below) of the Initial Purchasers (defined below).
PASS THROUGH TRUST AGREEMENT Dated as of June 26, 2007 among FIRSTENERGY GENERATION CORP., as Lessee, FIRSTENERGY SOLUTIONS CORP., as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity, but solely as Pass Through...Pass Through Trust Agreement • August 2nd, 2007 • Firstenergy Corp • Electric services • New York
This PASS THROUGH TRUST AGREEMENT, dated as of June 26, 2007 (this “Pass Through Trust Agreement” or “Agreement”), with respect to the formation of the Bruce Mansfield Unit 1 2007 Pass Through Trust (the “Pass Through Trust”), among FirstEnergy Generation Corp., an Ohio corporation (the “Lessee”), and FirstEnergy Solutions Corp., an Ohio corporation (the “Guarantor”), and The Bank of New York Trust Company, N.A., a national banking association, as Pass Through Trustee hereunder (the “Pass Through Trustee”).
