EXHIBIT 10-5
	 

	 
		EXECUTION COPY
	 

	 	



	 
		BILL OF SALE AND
		TRANSFER 

	 

	 
		Dated as of July 1,
		2007
	 

	 
		between
	 

	 
		FIRSTENERGY GENERATION
		CORP.,
	 

	 
		as Grantor
	 

	 
		and
	 

	 
		MANSFIELD 2007 TRUST
		A,
	 

	 
		as Grantee
	 

	 	

	SALE AND LEASEBACK OF A 16.8885% UNDIVIDED
			 INTEREST IN 
 BRUCE MANSFIELD PLANT UNIT 1
	



	 
		
	 

	 

	 
	 

	 

	 
		BILL OF SALE AND
		TRANSFER
	 

	 
		                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”), 
	 

	 
		WITNESSETH:
	 

	 
		                WHEREAS,  Grantor owns, as a
		tenant in common, an undivided 93.825% interest in the Facility and the
		Components thereof identified in Annex A attached hereto (terms used herein
		without definition having the respective meanings in the definitions to which
		reference is made in Section 1 below); and
	 

	 
		                WHEREAS, Grantor desires to sell
		and transfer to Grantee, and Grantee desires to purchase from Grantor, the
		Undivided Interest (as hereinafter defined), being a portion of such undivided
		interest of Grantor in the Facility, for and in consideration of the Purchase
		Price paid by Grantee pursuant to the Participation Agreement, dated as of
		June 26, 2007 (the “Participation Agreement”), among
		Grantor, as Lessee, FirstEnergy Solutions Corp. as Guarantor, Grantee, as
		Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook
		Corp., as Owner Participant, The Bank of New York Trust Company, N.A., not in
		its individual capacity, except as expressly provided therein, but solely as
		Indenture Trustee, and The Bank of New York Trust Company, N.A., not in its
		individual capacity, except as expressly provided therein, but solely as
		Pass-Through Trustee; and
	 

	 
		                WHEREAS, concurrently herewith,
		Grantor and Grantee have entered into the Site Lease and the Site Sublease
		relating to the Facility Site identified in Annex B attached hereto, pursuant
		to which the Ground Interest has been leased by Grantor to Grantee, and
		subleased by Grantee to Grantor; and
	 

	 
		                WHEREAS, Grantor and Grantee desire
		to set forth their agreement and understanding as to the character of the
		assets comprising the Undivided Interest in the Facility to be sold and
		transferred by Grantor to Grantee;
	 

	 
		                NOW, THEREFORE, in consideration of
		the premises and of other good and valuable consideration, receipt and
		sufficiency of which are hereby acknowledged, the parties hereto agree as
		follows:
	 

	 
		Section 1.
		            
		Definitions.
	 

	 
		                Capitalized terms used in this Bill of
		Sale, including the recitals, and not otherwise defined herein shall have the
		respective meanings set forth in Appendix A to the Participation Agreement. The
		Rules of Interpretation set forth in Appendix A to the Participation Agreement
		shall apply to the terms used in and the interpretation of this Bill of
		Sale.
	 

	 
		
	 

	 

	 
	 

	 

	 
		Section 2.
		             Sale
		and Transfer of Undivided Interest.
	 

	 
		                Grantor does hereby grant, bargain, sell,
		convey, assign, transfer and set over unto Grantee, its successors and assigns,
		an undivided 16.8885% interest (the “Undivided Interest”), as
		a tenant in common, in all right, title and interest of Grantor in and to the
		Facility and all improvements, fixtures, equipment and other tangible property
		of whatsoever kind, whether constituting real or personal property, now or
		hereafter comprising a part of the Facility or any Component or Replacement
		Component thereof more particularly identified in Annex A attached hereto and
		made a part hereof (but excluding Severable Improvements, title to which in
		each case is reserved to the Lessee in accordance with the terms of the
		Facility Lease and the Facility Site Sublease, and excluding any real property
		or interests in real property comprising the Facility Site), now or hereafter
		located on the Facility Site identified in Annex B attached hereto and made a
		part hereof;
	 

	 
		                TO HAVE AND TO HOLD the Undivided Interest
		unto Grantee, its successors and assigns, forever.
	 

	 
		Section 3.
		            
		Grantor’s Warranty.
	 

	 
		                Grantor does hereby warrant that is it the
		lawful owner of the Undivided Interest (subject to certain rights of Federal
		and state Governmental Entities to any portion thereof extending beyond the low
		water mark of the Ohio River and to areas between the original low water mark
		and the present bulkhead line, and subject to the rights of the public between
		the high and low water marks) and has good right to sell and transfer the same
		and that good, merchantable, marketable and indefeasible title (subject to the
		same exceptions) to the Undivided Interest is, on the date hereof, hereby
		transferred and conveyed to Grantee free and clear of all Liens, other than
		Permitted Liens, and that Grantor will warrant generally, and defend such
		title, against the claims of all Persons whomsoever.
	 

	 
		Section 4.
		            
		Severance.
	 

	 
		                Grantor and Grantee agree that the
		Facility and all improvements, fixtures, equipment and other tangible property
		acquired by Grantee pursuant to this Bill of Sale (including Components and
		Replacement Components) have been severed from title to the real estate
		constituting the Facility Site on which the Facility is located, even if
		physically attached thereto, by express agreement and intention of the parties
		hereto and, by separate agreements, the other owners of undivided interests
		therein. The parties agree that all such property acquired by Grantee pursuant
		to this Bill of Sale shall remain the property of Grantee and shall not be
		deemed fixtures or otherwise part of the real estate constituting the Facility
		Site.
	 

	 
		Section 5.
		            
		Bulk Sales Laws.
	 

	 
		                Grantor shall indemnify and hold harmless
		Grantee, its trustees and the Owner Participants from and against any and all
		claims, losses, damages, interest, expenses and costs (including, without
		limitation, reasonably attorneys’ fees) arising out of or related to the
		application of any bulk sales or similar laws to the sale and transfer of the
		Undivided Interest in the Facility and all improvements, fixtures, equipment
		and other tangible property comprising a 
	 

	 
		2
	 

	 

	 
	 

	 

	 
		part thereof sold and
		transferred to Grantee pursuant to this Bill of Sale, including, without
		limitation, 43 P.S. §788.3, 69 P.S. §529, 72 P.S. §1403, 72 P.S.
		§7240, and 72 P.S. §7321.1.
	 

	 
		Section 6.
		            
		Miscellaneous.
	 

	 
		                A.
		           Governing
		Law.  This Bill of Sale shall be governed by, and construed in
		accordance with, the laws of the Commonwealth of Pennsylvania.
	 

	 
		                B.
		           Headings.
		 The headings of the Sections of this Bill of Sale are inserted for
		purposes of convenience only and shall not be construed to affect the meaning
		or construction of any of the provisions hereof.
	 

	 
		                C.
		           Further
		Assurances.  Grantor will promptly and duly execute, acknowledge and
		deliver such further documents and assurances as Grantee may from time to time
		reasonably request in order to carry out more effectively the intent and
		purpose of this Bill of Sale.
	 

	 
		                D.
		           Amendment.
		 The terms of this Bill of Sale shall not be altered, modified, amended,
		supplemented or terminated in any manner whatsoever except by written
		instrument signed by each of the parties hereto and, so long as the lien of the
		Lease Indenture remains undischarged, by the Indenture Trustee.
	 

	 
		                E.
		            Limitation
		of Liability of Trust Company. It is expressly understood and agreed by the
		parties hereto that (a) this Bill of Sale is executed and delivered by a
		representative of the Trust Company, not individually or personally but solely
		as the Owner Trustee of and on behalf of Mansfield 2007 Trust A under the Trust
		Agreement, in the exercise of the powers and authority conferred and vested in
		it pursuant thereto, (b) each of the representations, undertakings and
		agreements herein made on the part of Mansfield 2007 Trust A is made and
		intended not as a personal representation, undertaking and agreement by the
		Trust Company but for the purpose of binding only Mansfield 2007 Trust A, (c)
		nothing herein contained shall be construed as creating any liability on the
		Trust Company individually or personally, to perform any covenant either
		expressed or implied herein, all such liability, if any, being expressly waived
		by the parties hereto or by any Person claiming by, through or under the
		parties hereto, and (d) under no circumstances shall the Trust Company be
		personally liable for the payment of any indebtedness or expenses of Mansfield
		2007 Trust A or be liable for the breach or failure of any obligation,
		representation, warranty or covenant made or undertaken by Mansfield 2007 Trust
		A under this Bill of Sale. Notwithstanding the foregoing, the Trust Company is
		an intended beneficiary of this Bill of Sale.
	 

	 
		3
	 

	 

	 
	 

	 

	 
		                IN WITNESS WHEREOF, the undersigned have
		duly executed this Bill of Sale effective as of the date first above
		written.
	 

	 	 	FIRSTENERGY GENERATION CORP.
		   	   
			 
	 	By:	   /s/ James F.
			 Pearson                                  
	 	 	Name:   James F.
			 Pearson
	 	 	Title:     Vice
			 President and Treasurer
			 
	 	MANSFIELD 2007 TRUST A
			 
		   	   
		By:	U.S.
			 Bank Trust National Association,not in its individual capacity, but solely
			 as Owner Trustee for the Mansfield 2007 Trust A, a Delaware statutory
			 trust
		   	   
			 
		By:	/s/
			 Mildred F.
			 Smith                                     
			Name:   Mildred F.
			 Smith
			Title:     Vice
			 President


	 
		Certificate of
		Residence
	 

	 
		                MANSFIELD 2007 TRUST A hereby certifies
		that its precise residence is c/o U.S. Bank Trust National Association, 300
		Delaware Avenue, 9th Floor, Wilmington, Delaware 19801,
		Attention: Corporate Trust Services.
	 

	 		U.S.	Bank Trust
			 National Association, not in its individual capacity, but solely as Owner
			 Trustee for the Mansfield 2007 Trust A, a Delaware statutory trust
			 
			 
		____________________________________________
		On behalf of Grantee
		
		
		


	 
		4
	 

	 

	 
	 

	 

	 	STATE OF
			 OHIO	)	 
	 	 )  ss:	 
	COUNTY OF
			 SUMMIT	 )	 


	 
		                On
		this _____ day of July, 2007, before me personally appeared James F. Pearson,
		who acknowledged himself to be the Vice President and Treasurer of FIRSTENERGY
		GENERATION CORP., an Ohio corporation, and that he as such officer, being
		authorized to do so, executed the foregoing instrument for the purposes therein
		contained by signing the name of such corporation by himself as such
		officer.
	 

	 
		                IN
		WITNESS WHEREOF, I hereunto set my hand and official seal.
	 

	 
		 
	 

	 	[Notarial
			 Seal]	____________________________________________
	 	Notary
			 Public


	 
		My Commission Expires:
	 

	 
		5
	 

	 

	 
	 

	 

	 	STATE OF
			 DELAWARE	)	 
	 	 )  ss:	 
	COUNTY OF NEW
			 CASTLE	 )	 


	 
		                On
		this _____ day of July, 2007, before me personally appeared Mildred F. Smith,
		who acknowledged herself to be the Vice President of U.S. Bank Trust National
		Association, not in its individual capacity but solely as Owner Trustee of the
		MANSFIELD 2007 TRUST A, a Delaware statutory trust, and that she as such
		officer, being authorized to do so, executed the foregoing instrument for the
		purposes therein contained by signing the name of such Owner Trustee by herself
		as such officer.
	 

	 
		                IN
		WITNESS WHEREOF, I hereunto set my hand and official seal.
	 

	 
		 
	 

	 	[Notarial
			 Seal]	____________________________________________
	 	Notary
			 Public


	 
		My Commission Expires:
	 

	 
		6
	 

	 

	 
	 

	 

	 	 	ANNEX A
 to the
 Bill of Sale


	 
		Description of the
		Facility
	 

	 
		All of FirstEnergy Generation
		Corp.’s right, title and interest in and to the physical assets
		constituting Unit 1 of the Bruce Mansfield Plant, a coal-fired electric
		generating unit which has a nominal rating of approximately 830 megawatts and
		was placed in service in April, 1976, located on, but not including any fee
		ownership interest in, approximately 473 acres of land on the south shore of
		the Ohio River in the Borough of Shippingport, Beaver County, Pennsylvania (the
		“Facility”)
	 

	 	1.	One GE
			 indoor type, 3600 rpm, tandem compound, six flow, condensing, single reheat
			 turbine generator having a manufacturer’s rating of 834,846 kW and a
			 rating of 1075 mva at 75 psig hydrogen pressure, 0.85 pf, 0.58 short-circuit
			 ratio, together with associated generator shaft coupled a-c alternator excitor,
			 including power rectifying and voltage regulating equipment, drives, hydrogen
			 seal oil, stator cooling water system, piping, pumps, coolers, controls,
			 instrumentation, and conduits.
	 	 
	2.	One
			 Ingersoll-Rand condenser of multipressure, single pass, divided water
			 construction, with a tube surface of 369,700 square feet, together with
			 associated tubes, water boxes, piping, pumps, conduits and drains.
	 	 
	3.	One
			 hyperbolic, natural draft counterflow cooling tower (manufactured by Research
			 Cottrell) approximately 335 feet in diameter at the base and 225.1 feet in
			 diameter at the top, together with associated piping, pumps, conduits and
			 drains.
	 	 
	4.	Three
			 one-third size high-pressure feedwater heaters and three one-third size,
			 duplex, low-pressure feedwater heaters, together with associated full stream
			 low pressure feedwater heaters, flash tanks, flash tank drains, deaerators,
			 piping, pumps and conduits.
	 	 
	5.	Two half
			 capacity, centrifugal, multistage, double case, barrel type boiler feed pumps,
			 together with associated turbine drives, booster and other pumps, piping,
			 coolers, controls, instrumentation and conduits.
	 	 
	6.	One Foster
			 Wheeler balanced draft, super critical, single reheat, once-through steam
			 generator, together with associated regenerative type air heaters, soot blowing
			 equipment, piping, pumps and conduits.
	 	 
	7.	Eight
			 Foster Wheeler D9F Ball Mill pulverizers, together with associated feeders,
			 hoppers, scales, fans, piping, coolers, wiring, cables and
			 conduits.


	 
		
	 

	 

	 
	 

	 

	 	8.	Six wet
			 limestone venture scrubbers designed to handle a maximum of 5,000,000 SCFM at
			 22 feet/sec. with 0.075 lbs/million BTU maximum particulate, together with
			 associated ducts, fans, piping and conduits.
	 	 
	9.	Two forced
			 draft fans of air foil blade, DWDI design, together with associated 9000 hp
			 motors, ducts, piping, preheaters, cables, wires and conduits.
	 	 
	10.	For Unit 1
			 inside of the common 950 foot high concrete chimney, two specific flues and
			 associated CEMS equipment and instrumentation. 
	 	 
	11.	One
			 Westinghouse isolated phase bus rated at 18kV, 65-V, 65-C temperature rise, 110
			 kV B.I.L., together with associated conductors, piping, cables, wiring and
			 conduits. 
	 	 
	12.	Instrumentation and control systems and
			 facilities specific to Unit 1, including without limitation, analog controls,
			 start-stop digital positioning controls, meters, gauges, transducers,
			 transmitters, display and readout panels, racks, indicators, recorders,
			 chemical analyzing equipment, annuciators, printers, CRTs, logs and associated
			 HVAC equipment, cables, wiring and conduits.
	 	 
	13.	B&W
			 Selective Catalytic Reduction (SCR) system with all associated duct work,
			 valves, dampers, ammonia grid, nozzles, piping, local tanks, controls and
			 instrumentation.
	 	 
	14.	Sodium
			 bi-sulfate (SBS) injection system specific to Unit 1 for removal of
			 SO3 mist with all necessary lances, nozzles, and independent piping
			 and instrumentation.
	 	 
	15.	One
			 Westinghouse 880 MVA main step up transformer to step up voltage from 18kV to
			 345kV with all associated pumps, coolers, fans, valves, instrumentation,
			 protective devices, and conductors to the plant switchyard, ending at Unit 1
			 switchyard disconnects D29 and D35.
	 	 
	16.	Six
			 Westinghouse 10 MVA auxiliary transformers to step down voltage from 18kV to
			 high (13.8kV) and medium (4.16kV) voltage switchgear with all associated,
			 coolers, fans, valves, instrumentation, and protective devices.
	 	 
	17.	Three
			 half-capacity Ingersoll-Rand 54X53S centrifugal circulating water pumps rated
			 at 94,240 gpm with associated piping, conduits, valves and
			 instrumentation.
	 	 


	 	18.	Balance of Unit Equipment:
	 	 	 
	 	a.	All electrical switchgear (high, medium
			 and low voltage), MCCs, disconnects, conductors, grounding equipment,
			 instrumentation and protective devices specific to Unit 1.
	 	 	 
	 	b.	Atmospheric
			 flash tank


	 
		2
	 

	 

	 
	 

	 

	 	 	c.	Flyash
			 removal system
	 	 	 
	 	d.	Bottom ash
			 system
	 	 	 
	 	e.	Water
			 quality sampling system
	 	 	 
	 	f.	Scrubber
			 thickener and misc. support system
	 	 	 
	 	g.	Lime
			 recycle system
	 	 	 
	 	h.	Ignitor oil
			 day tank
	 	 	 
	 	i.	Hydraulic
			 accumulator building (hydraulic equipment for cooling towers)
	 	 	 
	 	j.	Bottom ash
			 sump pit enclosure
	 	 	 
	 	k.	Condensate
			 polishing demineralizing system
	 	 	 
	 	l.
			 	House
			 service water system with pumps, valves, piping controls, instrumentation and
			 corrosion inhibiting system.


	 
		3
	 

	 

	 
	 

	 

	 	 	ANNEX B 
 to the
 Bill of Sale


	 
		Description of the
		Facility Site
	 

	 
		Legal Description of
		Facility Site:
	 

	 
		ALL that certain piece or parcel of land lying
		and being situate in the Borough of Shippingport, County of Beaver, and
		Commonwealth of Pennsylvania, and being more particularly bounded and described
		as follows:
	 

	 
		                BEGINNING
		at a concrete monument a the intersection of the Pennsylvania Power
		Company’s Bruce Mansfield Plant South property line with the Westerly
		right-of-way of the New Cumberland and Pittsburgh Railroad (now Penn Central
		Railroad) said concrete monument bears South 85° 11’ East, a distance
		of 152.70 feet, and South 33° 16’ East, a distance of 324.80 feet from
		the Grantor’s Southwest property corner; thence from said concrete
		monument South 51° 00’ East, a distance of 187.39 feet to a point,
		said point bears North 51° 00’ West, a distance of 8.00 feet from the
		East-West baseline column row (P) of the Bruce Mansfield Plant; thence North
		39° 00’ East, a distance of 2,010.35 feet to the North-South baseline
		column row (10) and the true place of beginning of the premises herein to be
		described and being the Southwest corner of the base of Unit No. 1; thence with
		the Westerly edge of said base slab and parallel to column row (P) and North
		53° 00’ West, a distance of 8.00 feet therefrom; North 39°
		00’ East, a distance of 280.00 feet to the Northwest corner of said base
		slab; thence from the Northwest corner of said base slab, and parallel to
		column row (I) and North 39° 00’ East, a distance of 6.00 feet
		therefrom; thence South 51°00’ East, a distance of 164.00 feet to a
		corner of said slab; thence paralleled to column row (J) and South 51°
		00’ East, a distance of 6.00 feet therefrom; thence South 39° 00’
		West ,a distance of 26.00 feet to another corner which bears North 39°
		00’ East, a distance of 6.00 feet from column row (2); thence continuing
		with the edge of said base slab and parallel to column row (2) South 51°
		00’ East, a distance of 258.75 feet to the northeast corner of said base
		slab; thence continuing with the edge of said slab and parallel to column row
		(A) and South 51° 00’ East, a distance of 6.00 feet therefrom, South
		39° 00’ West, a distance of 254.00 feet to the Southwest corner of
		said base slab; thence with the North-South baseline and column row (10), North
		51° 00’ West, a distance of 422.75 feet to the Southwest corner of
		said base slab and the place of beginning, containing 111,643 square feet or
		2.563 acres.
	 

	 
		                Said
		described lands being referred to as the Bruce Mansfield Unit No. 1
		Site.