EXHIBIT
		10-14
	 

	 
		EXECUTION
		COPY
	 

	 	



	 
		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)
 (“Lessee”),
	 

	 
		FirstEnergy Solutions
		Corp.
 (an Ohio
		corporation)
 (“Lease Guarantor”)
	 

	 
		
and


 Morgan Stanley & Co. Incorporated

		and
 Credit Suisse Securities (USA)
		LLC,
 as
		representatives of the Initial Purchasers
	 

	 	



	 
		
	 

	 

	 
	 

	 

	 
		REGISTRATION
		RIGHTS AGREEMENT
	 

	 
		                                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).
	 

	 
		                                This Agreement is made pursuant
		to the Purchase Agreement, dated July 10, 2007 (the “Purchase
		Agreement”), among the Pass Through Trustee, the Lessee, the Lease
		Guarantor and Morgan Stanley and Credit Suisse, as Representatives of the
		Initial Purchasers, which provides for the sale by the Pass Through Trustee to
		the Initial Purchasers of $1,135,300,000 aggregate principal amount of 6.85%
		Pass Through Trust Certificates due 2034 (the
		“Certificates”). The Certificates will be issued pursuant to a
		pass through trust agreement (the “Pass Through Trust
		Agreement”) among the Lessee, the Lease Guarantor and the Pass Through
		Trustee. In order to induce the Initial Purchasers to enter into the Purchase
		Agreement, the Pass Through Trustee, the Lessee and the Lease Guarantor have
		agreed to provide to the Initial Purchasers and their direct and indirect
		transferees the registration rights set forth in this Agreement. The execution
		and delivery of this Agreement is a condition to the closing under the Purchase
		Agreement.
	 

	 
		                                In consideration of the
		foregoing, the parties hereto agree as follows:
	 

	 
		                                1.   
		Definitions. 
	 

	 
		                                1.1           Unless
		the context hereof otherwise requires, capitalized terms used in this
		Agreement, including those in the recitals, and not otherwise defined herein
		shall have the respective meanings set forth in the Pass Through Trust
		Agreement. 
	 

	 
		                                1.2           As
		used in this Agreement, the following capitalized defined terms shall have the
		following meanings:
	 

	 	 	                “1933 Act” shall
			 mean the Securities Act of 1933, as amended from time to time.
		 
	 	                “1934 Act” shall
			 mean the Securities Exchange Act of 1934, as amended from time to
			 time.
		 
	 	                “Affiliate”
			 shall have the meaning given to that term in Rule 405 under the 1933 Act or any
			 successor rule thereunder.
		 
	 	                “Certificates”
			 shall have the meaning set forth in the preamble to this Agreement.
		 
	 	                 “Closing
			 Date” shall mean the Closing Time as defined in the Purchase
			 Agreement.


	 
		1
	 

	 

	 
	 

	 

	 	 	                “Credit Suisse”
			 shall have the meaning set forth in the preamble to this Agreement.
		 
	 	                “Depositary”
			 shall mean The Depository Trust Company, or any other depositary appointed by
			 the Pass Through Trustee, provided, however, that such depositary must
			 have an address in the Borough of Manhattan, in The City of New York and,
			 provided further, that if the Certificates are not held in
			 book-entry form, references herein to the Depositary shall be deemed to refer
			 to the Holders.
		 
	 	                “Exchange
			 Certificates” shall mean the 6.85% Exchange Certificates due 2034
			 issued by the Pass Through Trust containing terms identical to the
			 $1,135,300,000 aggregate principal amount of the 6.85% Certificates due 2034
			 issued by the Pass Through Trust in all material respects (except in each case
			 for references to certain restrictions on transfers and restrictive legends),
			 to be offered to Holders of Certificates in exchange for Registrable
			 Certificates pursuant to the Exchange Offer.
		 
	 	                “Exchange Offer”
			 shall mean the exchange offer of Exchange Certificates for Registrable
			 Certificates pursuant to Section 2.1 hereof.
		 
	 	                “Exchange Offer
			 Registration” shall mean a registration under the 1933 Act effected
			 pursuant to Section 2.1 hereof.
		 
	 	                “Exchange Offer
			 Registration Statement” shall mean an exchange offer registration
			 statement on Form S-4 (or, if applicable, on another appropriate form), and all
			 amendments and supplements to such registration statement, including the
			 Prospectus contained therein, all exhibits thereto and all documents
			 incorporated by reference therein.
		 
	 	                “Exchange
			 Period” shall have the meaning set forth in Section 2.1
			 hereof.
		 
	 	                “Guaranty” shall
			 mean the six guaranty agreements made by the Lease Guarantor dated as of July
			 13, 2007 pursuant to which the Lease Guarantor has unconditionally guaranteed
			 all obligations of the Lessee to each of the Lessors under the Operative
			 Documents.
		 
	 	                “Holder” shall
			 mean any beneficial owner from time to time of Registrable Certificates
			 (including any of the Initial Purchasers, for so long as it owns any
			 Registrable Certificates).
		 
	 	                “Initial
			 Purchasers” shall mean the initial purchasers named in Schedule 1 to
			 the Purchase Agreement.
		 
	 	                “Lease
			 Guarantor” shall have the meaning set forth in the preamble to this
			 Agreement and shall also include the Lease Guarantor’s
			 successors.
		 
	 	                “Lessee” shall
			 have the meaning set forth in the preamble to this Agreement and shall also
			 include the Lessee’s successors.


	 
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	 	 	                “Majority
			 Holders” shall mean Holders of Registrable Certificates evidencing
			 Fractional Undivided Interests aggregating a majority in interest of the
			 Fractional Undivided Interests evidenced by all Registrable Certificates at the
			 time Outstanding (determined as provided in Section 1.3(c) of the Pass Through
			 Trust Agreement.
		 
	 	                “Morgan Stanley”
			 shall have the meaning set forth in the preamble to this Agreement.
		 
	 	                “Operative
			 Documents” shall have the meaning set forth in Appendix A to each
			 Participation Agreement.
		 
	 	                “Participating
			 Broker-Dealer” shall mean Morgan Stanley, Credit Suisse and any other
			 broker-dealer which makes a market in the Certificates and exchanges
			 Registrable Certificates in the Exchange Offer for Exchange
			 Certificates.
		 
	 	                “Participation
			 Agreements” shall mean the six Participation Agreements, each dated as
			 of the Closing Date, among the Lessee, the Lease Guarantor, the applicable
			 Lessor, U.S. Bank Trust National Association, the applicable Owner Participant,
			 the Pass Through Trustee and the applicable Indenture Trustee, as the same may
			 be amended, supplemented, waived or otherwise modified from time to time in
			 accordance with the terms thereof.
		 
	 	                “Pass Through
			 Trust” shall mean Bruce Mansfield Unit 1 2007 Pass Through Trust
			 formed under the Pass Through Trust Agreement. 
		 
	 	                “Pass Through Trust
			 Agreement” shall mean the Pass Through Trust Agreement among the
			 Lessee, the Lease Guarantor and the Pass Through Trustee, as the same may be
			 amended, supplemented, waived or otherwise modified from time to time in
			 accordance with the terms thereof.
		 
	 	                “Pass Through
			 Trustee” shall have the meaning set forth in the preamble to this
			 Agreement and shall also include the Pass Through Trustee’s
			 successors.
		 
	 	                “Person” shall
			 mean an individual, partnership (general or limited), corporation, limited
			 liability company, trust or unincorporated organization, or a government or
			 agency or political subdivision thereof.
		 
	 	                “Prospectus”
			 shall mean the prospectus included in a Registration Statement, including any
			 preliminary prospectus, and any such prospectus as amended or supplemented by
			 any prospectus supplement, including any such prospectus supplement with
			 respect to the terms of the offering of any portion of the Registrable
			 Certificates covered by a Shelf Registration Statement, and by all other
			 amendments and supplements to a prospectus, including pre-effective and
			 post-effective amendments, and in each case including all documents
			 incorporated by reference therein.
		 
	 	                “Purchase
			 Agreement” shall have the meaning set forth in the preamble to this
			 Agreement.


	 
		3
	 

	 

	 
	 

	 

	 	 	                “Registrable
			 Certificates” shall mean the Certificates of any Holder;
			 provided, however, that such Certificates shall cease to be
			 Registrable Certificates when (i) a Registration Statement with respect to
			 such Certificates shall have been declared or otherwise become effective under
			 the 1933 Act and such Certificates shall have been disposed of pursuant to such
			 Registration Statement, (ii) such Certificates are eligible for resale to
			 the public pursuant to Rule 144 (or any similar provision then in force, but
			 not Rule 144A under the 1933 Act) under the 1933 Act, (iii) such
			 Certificates shall have ceased to be outstanding or (iv) the Exchange
			 Offer is consummated (except in the case of Certificates purchased from the
			 Pass Through Trust and continued to be held by any Initial
			 Purchaser).
		 
	 	                “Registration
			 Expenses” shall mean any and all expenses incident to performance of
			 or compliance by the Pass Through Trustee, the Lessee or the Lease Guarantor
			 with this Agreement, regardless of whether a Registration Statement becomes
			 effective, including without limitation: (i) all SEC, stock exchange
			 or National Association of Securities Dealers, Inc. (the
			 “NASD”) registration and filing fees, including, if
			 applicable, the reasonable fees and expenses of any “qualified independent
			 underwriter” (and its counsel) that is required to be retained by any
			 Holder of Registrable Certificates in accordance with the rules and regulations
			 of the NASD, (ii) all reasonable fees and expenses incurred in connection
			 with compliance with state securities or blue sky laws and compliance with the
			 rules of the NASD (including reasonable fees and disbursements of counsel for
			 any underwriters or Holders in connection with blue sky qualification of any of
			 the Exchange Certificates or Registrable Certificates and any filings with the
			 NASD), (iii) all expenses of any Persons in preparing or assisting in
			 preparing, word processing, printing and distributing any Registration
			 Statement, any Prospectus, any amendments or supplements thereto, any
			 underwriting agreements, securities sales agreements and other documents
			 relating to the performance of and compliance with this Agreement,
			 (iv) all fees and expenses incurred in connection with the listing, if
			 any, of any of the Registrable Certificates on any securities exchange or
			 exchanges, (v) all rating agency fees, (vi) the fees and
			 disbursements of counsel for the Pass Through Trustee, the Lessee or the Lease
			 Guarantor and of the independent public accountants of the Pass Through
			 Trustee, the Lessee or the Lease Guarantor, including the expenses of any
			 special audits or “cold comfort” letters required by or incident to
			 such performance and compliance, (vii) the fees and expenses of the Pass
			 Through Trustee, and any escrow agent or custodian, (viii) the reasonable
			 fees and expenses of the Initial Purchasers in connection with the Exchange
			 Offer, including the reasonable fees and expenses of counsel to the Initial
			 Purchasers in connection therewith, and (ix) any reasonable fees and
			 disbursements of the underwriters customarily required to be paid by issuers or
			 sellers of securities and the reasonable fees and expenses of any special
			 experts retained by the Pass Through Trustee, the Lessee or the Lease Guarantor
			 in connection with any Registration Statement, but excluding underwriting
			 discounts and commissions and transfer taxes, if any, relating to the sale or
			 disposition of Registrable Certificates by a Holder, it being understood that
			 in no event shall the Pass Through Trustee, the Lessee or the Lease Guarantor
			 be liable for the fees and expenses of more than one counsel (in addition to
			 any local counsel) in connection with registration pursuant to either Section
			 2.1 or Section 2.2 hereof.


	 
		4
	 

	 

	 
	 

	 

	 	 	                “Registration
			 Statement” shall mean any registration statement of the Lessee and the
			 Lease Guarantor which covers any of the Exchange Certificates or Registrable
			 Certificates pursuant to the provisions of this Agreement, and all amendments
			 and supplements to any such Registration Statement, including pre-effective and
			 post-effective amendments, in each case including the Prospectus contained
			 therein, all exhibits thereto and all documents incorporated by reference
			 therein.
		 
	 	                “Representatives” shall mean Morgan Stanley and
			 Credit Suisse in their capacity as representatives of the Initial
			 Purchasers.
		 
	 	                “SEC” shall mean
			 the United States Securities and Exchange Commission or any successor agency or
			 government body performing the functions currently performed by the United
			 States Securities and Exchange Commission.
		 
	 	                “Shelf
			 Registration” shall mean a registration effected pursuant to
			 Section 2.2 hereof.
		 
	 	                “Shelf Registration
			 Statement” shall mean a “shelf” registration statement of
			 the Lessee and the Lease Guarantor pursuant to the provisions of Section 2.2 of
			 this Agreement which covers all of the Registrable Certificates on an
			 appropriate form under Rule 415 under the 1933 Act, or any similar rule that
			 may be adopted by the SEC, and all amendments and supplements to such
			 registration statement, including post-effective amendments, in each case
			 including the Prospectus contained therein, all exhibits thereto and all
			 documents incorporated by reference therein.


	 
		                                2.    Registration
		Under the 1933 Act.
	 

	 
		                                2.1           Exchange
		Offer. The Lessee and the Lease Guarantor shall (A) prepare and, as
		soon as practicable following the Closing Date, file with the SEC an Exchange
		Offer Registration Statement with respect to a proposed Exchange Offer and the
		issuance and delivery to the Holders, in exchange for the Registrable
		Certificates, a like principal amount of Exchange Certificates, (B) use
		their reasonable best efforts to cause the Exchange Offer Registration
		Statement to be declared effective under the 1933 Act not later than 210
		calendar days following the Closing Date, (C) use their reasonable best
		efforts to keep the Exchange Offer Registration Statement effective until the
		closing of the Exchange Offer and (D) use their reasonable best efforts to
		cause the Exchange Offer to be consummated within 270 calendar days following
		the Closing Date. The Exchange Certificates will be issued under the Pass
		Through Trust Agreement. Upon the effectiveness of the Exchange Offer
		Registration Statement, the Pass Through Trustee shall promptly commence the
		Exchange Offer, it being the objective of such Exchange Offer to enable each
		Holder eligible and electing to exchange Registrable Certificates for Exchange
		Certificates (assuming that such Holder (a) is not an Affiliate of the
		Lessee or the Lease Guarantor within the meaning of Rule 405 under the 1933
		Act, (b) is not a broker-dealer tendering Registrable Certificates
		acquired directly from the Pass Through Trust, the Lessee or the Lease
		Guarantor for its own account, (c) acquired the Exchange Certificates in
		the ordinary course of such Holder’s business and (d) has no
		arrangements or understandings with any person to participate in the Exchange
		Offer for the purpose of distributing the Exchange Certificates) to transfer
		such Exchange Certificates from and after their receipt without any limitations
		or 
	 

	 
		5
	 

	 

	 
	 

	 

	 
		restrictions under
		the 1933 Act and without material restrictions under the securities laws of a
		majority of the several states of the United States.
	 

	 
		                              In connection with the Exchange
		Offer, the Lessee and the Lease Guarantor shall:
	 

	 	 	                (a)           mail
			 to the Depositary a copy of the Prospectus forming part of the Exchange Offer
			 Registration Statement together with an appropriate letter of transmittal and
			 related documents;
		 
	 	                (b)           use
			 their reasonable best efforts to keep the Exchange Offer open for acceptance
			 for a period of not less than 20 business days after the date notice thereof is
			 mailed to the Depositary (or longer if required by applicable law) (such period
			 referred to herein as the “Exchange Period”);
		 
	 	                (c)           utilize
			 the services of the Depositary for the Exchange Offer;
		 
	 	                (d)           permit
			 Holders to withdraw tendered Registrable Certificates at any time prior to 5:00
			 p.m. (Eastern Time) on the last business day of the Exchange Period, by sending
			 to the institution specified in the notice, a telegram, telex, facsimile
			 transmission or letter setting forth the name of such Holder, the principal
			 amount of Registrable Certificates delivered for exchange, and a statement that
			 such Holder is withdrawing his election to have such Certificates
			 exchanged;
		 
	 	                (e)           notify
			 the Depositary that any Registrable Certificates not tendered will remain
			 outstanding and distributions will continue to accumulate with respect thereto,
			 but will not retain any rights under this Agreement (except in the case of the
			 Initial Purchasers and Participating Broker-Dealers as provided herein);
			 and
		 
	 	                (f)            otherwise
			 comply in all respects with all applicable laws relating to the Exchange
			 Offer.


	 
		                              As soon as practicable after the
		close of the Exchange Offer, the Lessee and the Lease Guarantor shall:
	 

	 	 	                (i)            accept
			 for exchange all Registrable Certificates duly tendered and not validly
			 withdrawn pursuant to the Exchange Offer in accordance with the terms of the
			 Exchange Offer Registration Statement and the letter of transmittal which shall
			 be an exhibit thereto;
		 
	 	                (ii)           deliver
			 to the Pass Through Trustee for cancellation all Registrable Certificates so
			 accepted for exchange; and
		 
	 	                (iii)          cause
			 the Pass Through Trustee promptly to authenticate and deliver the respective
			 Exchange Certificates to each Holder of Registrable Certificates so accepted
			 for exchange in a principal amount equal to the principal amount of the
			 Registrable Certificates of such Holder so accepted for exchange.


	 
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		                                The Lessee and the Lease
		Guarantor shall use their reasonable best efforts to keep the Exchange Offer
		Registration Statement effective and to amend and supplement the Prospectus
		contained therein, in order to permit such Prospectus to be lawfully delivered
		by all Participating Broker-Dealers subject to the prospectus delivery
		requirements of the 1933 Act for such period of time as such Participating
		Broker-Dealers must comply with such requirements in order to resell the
		Exchange Certificates; provided, however, that (i) such period shall end
		on the earlier of 90 days after the consummation of the Exchange Offer and the
		date on which all Participating Broker-Dealers have sold all Exchange
		Certificates held by them (unless such period is extended pursuant to
		Section 3.1(k) below) and (ii) the Lessee and the Lease Guarantor
		shall make such Prospectus, and any amendment or supplement thereto, available
		to any such Participating Broker-Dealer for use in connection with any resale
		of any Exchange Certificates for a period ending on the earlier of 90 days
		after the consummation of the Exchange Offer and the date on which all
		Participating Broker-Dealers have sold all Exchange Certificates held by them
		(unless such period is extended pursuant to Section 3.1(k) below).
	 

	 
		                                Distributions on the Exchange
		Certificates will accumulate from the most recent distribution payment date to
		which distributions have been paid on the respective Registrable Certificates
		surrendered in exchange therefor or, if no distributions have been paid on such
		Registrable Certificates, from the Closing Date. The Exchange Offer shall not
		be subject to any conditions, other than (i) that the Exchange Offer, or
		the making of any exchange by a Holder, does not violate applicable law or any
		applicable interpretation of the staff of the SEC, (ii) the due tendering
		of Registrable Certificates in accordance with the Exchange Offer,
		(iii) that each Holder of Registrable Certificates exchanged in the
		Exchange Offer shall have represented (x) that all Exchange Certificates
		to be received by it shall be acquired in the ordinary course of its business
		(y) that it is not an Affiliate of the Lessee or the Lease Guarantor and
		(z) that at the time of the consummation of the Exchange Offer it shall
		have no arrangement or understanding with any person to participate in the
		distribution (within the meaning of the 1933 Act) of the Exchange Certificates
		and shall have made such other representations as may be reasonably necessary
		under applicable SEC rules, regulations or interpretations to render the use of
		Form S-4 or other appropriate form under the 1933 Act available and
		(iv) that no action or proceeding shall have been instituted or threatened
		in any court or by or before any governmental agency with respect to the
		Exchange Offer which, in the judgment of the Lessee or the Lease Guarantor,
		would reasonably be expected to impair the ability of the Lessee and the Lease
		Guarantor to proceed with the Exchange Offer. The Lessee and the Lease
		Guarantor shall inform the Initial Purchasers of the names and addresses of the
		Holders to whom the Exchange Offer is made, and the Initial Purchasers shall
		have the right to contact such Holders and otherwise facilitate the tender of
		Registrable Certificates in the Exchange Offer. Each Holder of Registrable
		Certificates who wishes to exchange such Registrable Certificates for Exchange
		Certificates in the Exchange Offer will be required to make certain customary
		representations in connection therewith, including representations that
		(i) all Exchange Certificates to be received by it were acquired in the
		ordinary course of its business, (ii) it is not an Affiliate of the Lessee
		or the Lease Guarantor and (iii) at the time of the consummation of the
		Exchange Offer it shall have no arrangement or understanding with any person to
		participate in the distribution (within the meaning of the 1933 Act) of the
		Exchange Certificates and shall have made such other representations as may be
		reasonably necessary under applicable SEC rules, regulations or interpretations
		to render the use of Form S-4 or other appropriate form under the 1933 Act
		available. Each Holder hereby acknowledges and agrees that any Participating
		Broker-Dealer and any such Holder using the 
	 

	 
		7
	 

	 

	 
	 

	 

	 
		Exchange Offer to
		participate in a distribution of the Exchange Certificates: (1) could
		not under SEC policy as in effect on the date of this Agreement rely on the
		position of the SEC enunciated in Morgan Stanley and Co., Inc. (available
		June 5, 1991) and Exxon Capital Holdings Corporation (available
		May 13, 1988), as interpreted in the SEC’s letter to Shearman &
		Sterling dated July 2, 1993, and similar no-action letters (including any
		no-action letter obtained based on the representation in clause (i) above), and
		(2) must comply with the registration and prospectus delivery requirements
		of the 1933 Act in connection with the secondary resale transaction and that
		such a secondary resale transaction should be covered by an effective
		registration statement containing the selling security holder information
		required by Items 507 and 508, as applicable, of Regulation S-K, the SEC
		standard instructions for filing forms under the 1933 Act, if the resales are
		of Exchange Certificates obtained by such Holder in exchange for Certificates
		acquired by such Holder directly from the Pass Through Trust, the Lessee or the
		Lease Guarantor or an Affiliate of the Lessee or the Lease Guarantor.
	 

	 
		                                2.2           Shelf
		Registration. (i) If, because of any changes in law, SEC rules or
		regulations or applicable interpretations thereof by the staff of the SEC, the
		Pass Through Trustee, the Lessee or the Lease Guarantor is not permitted to
		effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if
		for any other reason (A) the Exchange Offer Registration Statement is not
		declared effective within 210 calendar days following the Closing Date or
		(B) the Exchange Offer is not consummated within 270 calendar days after
		the Closing Date (provided that neither the Lessee nor the Lease Guarantor is
		then actively pursuing such effectiveness or consummation, as the case may be),
		(iii) upon the written request of the Initial Purchasers with respect to
		any Registrable Certificates which they acquired directly from the Pass Through
		Trust, the Lessee or the Lease Guarantor, (iv) upon the written request of
		any Holder that either (A) is not permitted pursuant to applicable law,
		SEC rules and regulations or applicable interpretations thereof by the staff of
		the SEC to participate in the Exchange Offer or (B) participates in the
		Exchange Offer and does not receive fully tradable Exchange Certificates
		pursuant to the Exchange Offer, or (v) if the Lessee and the Lease
		Guarantor so elect, then in case of each of clauses (i) through (v) the Lessee
		and the Lease Guarantor shall, at their cost:
	 

	 	 	                (a)           as
			 promptly as practicable, file with the SEC, and thereafter shall use their
			 reasonable best efforts to cause to be declared or otherwise become effective
			 as promptly as practicable but no later than 210 calendar days after the
			 Closing Date, a Shelf Registration Statement relating to the offer and sale of
			 the Registrable Certificates by the Holders from time to time in accordance
			 with the methods of distribution elected by the Majority Holders participating
			 in the Shelf Registration and set forth in such Shelf Registration
			 Statement;
		 
	 	                (b)           use
			 their reasonable best efforts to keep the Shelf Registration Statement
			 continuously effective in order to permit the Prospectus forming a part thereof
			 to be usable by Holders for a period ending on the earliest of (i) two
			 years from the Closing Date, (ii) the date on which the Registrable
			 Certificates become eligible for resale without volume limitations pursuant to
			 Rule 144 under the 1933 Act, or (iii) for such shorter period that will
			 terminate when all Registrable Certificates covered by the Shelf Registration
			 Statement have been sold pursuant to the Shelf Registration Statement or cease
			 to be outstanding or otherwise to be Registrable Certificates; and


	 
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	 	 	                 (c)           notwithstanding
			 any other provisions hereof, use their reasonable best efforts to ensure that
			 (i) any Shelf Registration Statement and any amendment thereto and any
			 Prospectus forming a part thereof and any supplement thereto complies in all
			 material respects with the 1933 Act and the rules and regulations thereunder,
			 (ii) any Shelf Registration Statement and any amendment thereto does not,
			 when it becomes effective, contain an untrue statement of a material fact or
			 omit to state a material fact required to be stated therein or necessary to
			 make the statements therein not misleading and (iii) any Prospectus
			 forming a part of any Shelf Registration Statement, and any supplement to such
			 Prospectus (as amended or supplemented from time to time), does not include an
			 untrue statement of a material fact or omit to state a material fact necessary
			 in order to make the statements, in light of the circumstances under which they
			 were made, not misleading.


	 
		                                The Lessee and the Lease
		Guarantor further agree, if necessary, to supplement or amend the Shelf
		Registration Statement, as required by Section 3.1(b) below, and to furnish to
		the Depositary copies of any such supplement or amendment as promptly as
		reasonably practicable after its being used or filed with the SEC.
	 

	 
		                                No Holder of Registrable
		Certificates shall be entitled to include any of its Registrable Certificates
		in any Shelf Registration Statement pursuant to this Agreement unless and until
		such Holder agrees in writing to be bound by all of the provisions of this
		Agreement applicable to such Holder and furnishes to the Lessee or the Lease
		Guarantor in writing, within 15 days after receipt of a request therefor, such
		information as the Lessee and the Lease Guarantor may, after conferring with
		counsel with regard to information relating to Holders that would be required
		by the SEC to be included in such Shelf Registration Statement or Prospectus
		included therein, reasonably request for inclusion in any Shelf Registration
		Statement or Prospectus included therein. Each Holder as to which any Shelf
		Registration is being effected agrees promptly to furnish to the Lessee or the
		Lease Guarantor all information with respect to such Holder necessary to make
		the information previously furnished to the Lessee or the Lease Guarantor by
		such Holder not materially misleading.
	 

	 
		                                2.3           Expenses.
		The Lessee and the Lease Guarantor shall pay all Registration Expenses in
		connection with the registration pursuant to Section 2.1 or 2.2 hereof. Each
		Holder shall pay all underwriting discounts and commissions and transfer taxes,
		if any, relating to the sale or disposition of such Holder’s Registrable
		Certificates pursuant to the Shelf Registration Statement.
	 

	 
		                                2.4 
		         Effectiveness. 
	 

	 	 	                (a)           The
			 Lessee and the Lease Guarantor will be deemed not to have used their reasonable
			 best efforts to cause the Exchange Offer Registration Statement or the Shelf
			 Registration Statement, as the case may be, to become, or to remain, effective
			 during the requisite period if the Lessee or the Lease Guarantor voluntarily
			 takes any action that would, or omits to take any action which omission would,
			 result in any such Registration Statement not being declared or otherwise
			 becoming effective or in the Holders of Registrable Certificates covered
			 thereby not being able to exchange or offer and sell such 


	 
		9
	 

	 

	 
	 

	 

	 	 	Registrable Certificates during that period as and to the extent
			 contemplated hereby, unless such action is required by applicable
			 law.
		 
	 	                (b)           Neither
			 an Exchange Offer Registration Statement pursuant to Section 2.1 hereof nor a
			 Shelf Registration Statement pursuant to Section 2.2 hereof will be deemed to
			 have become effective unless it has been declared effective by the SEC or
			 otherwise become effective under the 1933 Act; provided, however, that if,
			 after it has been declared or otherwise become effective, the offering of
			 Registrable Certificates pursuant to a Shelf Registration Statement is
			 interfered with by any stop order, injunction or other order or requirement of
			 the SEC or any other governmental agency or court, such Registration Statement
			 will be deemed not to have become effective during the period of such
			 interference until the offering of Registrable Certificates pursuant to such
			 Registration Statement may legally resume.


	 
		                                2.5           Additional
		Interest. A “Non-Registration Event” shall be deemed to have
		occurred if the Exchange Offer is not consummated or the Shelf Registration
		Statement is not declared or does not otherwise become effective on or prior to
		the date that is 270 calendar days after the Closing Date and any such
		Non-Registration Event shall be deemed to continue until the Exchange Offer is
		consummated or the Shelf Registration Statement is declared effective by the
		SEC or has otherwise become effective. The Lessor Notes provide that upon the
		occurrence or during the continuation of a Non-Registration Event, the interest
		rate on the Lessor Notes will be increased by 0.25%.
	 

	 
		                                2.6           Specific
		Enforcement. Without limiting the remedies available to the Initial
		Purchasers and the Holders, the Lessee and the Lease Guarantor acknowledge that
		any failure by the Lessee or the Lease Guarantor to comply with its obligations
		under Sections 2.1 and 2.2 hereof may result in material irreparable injury to
		the Initial Purchasers or the Holders for which there is no adequate remedy at
		law, that it will not be possible to measure damages for such injuries
		precisely and that, in the event of any such failure, the Initial Purchasers or
		any Holder may obtain such relief as may be required to specifically enforce
		the Lessee’s and the Lease Guarantor’s obligations under Sections 2.1
		and 2.2 hereof.
	 

	 
		                                3.    Registration
		Procedures.
	 

	 
		                                3.1           In
		connection with the obligations of the Lessee and the Lease Guarantor with
		respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the
		Lessee and the Lease Guarantor shall:
	 

	 	 	                (a)           prepare
			 and file with the SEC a Registration Statement, within the relevant time period
			 specified in Section 2 hereof, on the appropriate form under the 1933 Act,
			 which form (i) shall be selected by the Lessee and the Lease Guarantor,
			 (ii) shall in the case of a Shelf Registration, be available for the sale
			 of the Registrable Certificates by the selling Holders thereof,
			 (iii) shall comply as to form in all material respects with the
			 requirements of the applicable form and include or incorporate by reference all
			 financial statements required by the SEC to be filed therewith or incorporated
			 by reference therein, and (iv) shall comply in all respects with the
			 requirements of Regulation S-T under the 


	 
		10
	 

	 

	 
	 

	 

	 	 	1933 Act, and use their best efforts to cause such Registration
			 Statement to become effective and remain effective in accordance with Section 2
			 hereof;
		 
	 	                (b)           prepare
			 and file with the SEC such amendments and post-effective amendments to each
			 Registration Statement as may be necessary under applicable law to keep such
			 Registration Statement effective for the applicable period, and cause each
			 Prospectus to be supplemented by any required prospectus supplement, and as so
			 supplemented to be filed pursuant to Rule 424 under the 1933 Act and comply
			 with the provisions of the 1933 Act applicable to them with respect to the
			 disposition of all securities covered by each Registration Statement during the
			 applicable period in accordance with the intended method or methods of
			 distribution by the selling Holders thereof;
		 
	 	                (c)           in
			 the case of a Shelf Registration, (i) notify the Depositary, at least five
			 (5) business days prior to filing, that a Shelf Registration Statement with
			 respect to the Registrable Certificates is being filed and advise the
			 Depositary that the distribution of Registrable Certificates will be made in
			 accordance with the method selected by the Majority Holders participating in
			 the Shelf Registration; (ii) furnish to the Depositary and to each
			 underwriter of an underwritten offering of Registrable Certificates, if any,
			 without charge, as many copies of each Prospectus, including each preliminary
			 Prospectus, and any amendment or supplement thereto and such other documents as
			 the Depositary or underwriter may reasonably request, including financial
			 statements and schedules and, if the Depositary so requests, all exhibits, in
			 order to facilitate the public sale or other disposition of the Registrable
			 Certificates; and (iii) hereby consent to the use of the Prospectus or any
			 amendment or supplement thereto by each of the selling Holders of Registrable
			 Certificates in connection with the offering and sale of the Registrable
			 Certificates covered by the Prospectus or any amendment or supplement
			 thereto;
		 
	 	                (d)           use
			 their best efforts to register or qualify the Registrable Certificates under
			 all applicable state securities or “blue sky” laws of such
			 jurisdictions as any Holder of Registrable Certificates covered by a
			 Registration Statement and each underwriter of an underwritten offering of
			 Registrable Certificates shall reasonably request in writing by the time the
			 applicable Registration Statement is declared effective by the SEC or has
			 otherwise become effective under the 1933 Act, and do any and all other acts
			 and things which may be reasonably necessary or advisable to enable each such
			 Holder and underwriter to consummate the disposition in each such jurisdiction
			 of such Registrable Certificates owned by such Holder; provided, however, that
			 neither the Lessee nor the Lease Guarantor shall be required to
			 (i) qualify as a foreign corporation or as a dealer in securities in any
			 jurisdiction where it would not otherwise be required to qualify but for this
			 Section 3.1(d), or (ii) take any action which would subject it to general
			 service of process or taxation in any such jurisdiction where it is not then so
			 subject;
		 
	 	                (e)           notify
			 promptly each Holder of Registrable Certificates under a Shelf Registration or
			 any Participating Broker-Dealer who has notified the Lessee or the Lease
			 Guarantor that it is utilizing the Exchange Offer Registration Statement as
			 provided in Section 3.1(f) hereof, and, if requested by such Holder or
			 Participating Broker-Dealer, confirm such advice in writing promptly
			 (i) when a Registration Statement has become 


	 
		11
	 

	 

	 
	 

	 

	 	 	effective and when any post-effective amendments and supplements
			 thereto become effective, (ii) of any request by the SEC or any state
			 securities authority for post-effective amendments and supplements to a
			 Registration Statement and Prospectus or for additional information after the
			 Registration Statement has become effective, (iii) of the issuance by the
			 SEC or any state securities authority of any stop order suspending the
			 effectiveness of a Registration Statement or the initiation of any proceedings
			 for that purpose, (iv) in the case of a Shelf Registration, if, between
			 the effective date of a Registration Statement and the closing of any sale of
			 Registrable Certificates covered thereby, the representations and warranties of
			 either the Lessee or the Lease Guarantor contained in any underwriting
			 agreement, securities sales agreement or other similar agreement, if any,
			 relating to the offering cease to be true and correct in all material respects,
			 (v) of the happening of any event or the discovery of any facts during the
			 period a Shelf Registration Statement is effective which makes any statement
			 made in such Registration Statement or related Prospectus untrue in any
			 material respect or which requires the making of any changes in such
			 Registration Statement or Prospectus in order to make the statements therein
			 not misleading, and (vi) of the receipt by the Lessee or the Lease
			 Guarantor of any notification with respect to the suspension of the
			 qualification of the Registrable Certificates or the Exchange Certificates, as
			 the case may be, for sale in any jurisdiction or the initiation or threatening
			 of any proceeding for such purpose;
		 
	 	                (f)            in
			 the case of the Exchange Offer Registration Statement (i) include in the
			 Prospectus contained in the Exchange Offer Registration Statement a section
			 entitled “Plan of Distribution” which section shall be reasonably
			 acceptable to the Initial Purchasers or another representative of the
			 Participating Broker-Dealers and shall contain a summary statement of the
			 positions taken or policies made by the staff of the SEC with respect to the
			 potential “underwriter” status of any broker-dealer that holds
			 Registrable Certificates acquired for its own account as a result of
			 market-making activities or other trading activities and that will be the
			 beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of Exchange
			 Certificates to be received by such broker-dealer in the Exchange Offer,
			 whether such positions or policies have been publicly disseminated by the staff
			 of the SEC or such positions or policies, in the reasonable judgment of the
			 Initial Purchasers and their counsel, represent the prevailing views of the
			 staff of the SEC, including a statement that any such broker-dealer who
			 receives Exchange Certificates for Registrable Certificates pursuant to the
			 Exchange Offer may be deemed a statutory underwriter and must deliver a
			 prospectus meeting the requirements of the 1933 Act in connection with any
			 resale of such Exchange Certificates, (ii) furnish to each Participating
			 Broker-Dealer who has delivered to the Lessee or the Lease Guarantor the notice
			 referred to in Section 3.1(e) hereof, without charge, as many copies of each
			 Prospectus included in the Exchange Offer Registration Statement, including any
			 preliminary Prospectus, and any amendment or supplement thereto, as such
			 Participating Broker-Dealer may reasonably request, (iii) hereby consent
			 to the use of the Prospectus forming part of the Exchange Offer Registration
			 Statement or any amendment or supplement thereto, by any person subject to the
			 prospectus delivery requirement of the SEC, including all Participating
			 Broker-Dealers, in connection with the sale or transfer of the Exchange
			 Certificates covered by the Prospectus or any amendment or supplement thereto,
			 and (iv) include in the transmittal letter or similar documentation to be
			 executed by an exchange offeree in order to participate in the Exchange Offer
			 (x) the following provision:


	 
		12
	 

	 

	 
	 

	 

	 	 	“if the exchange offeree is a broker-dealer holding Registrable
			 Certificates acquired for its own account as a result of market-making
			 activities or other trading activities, it will deliver a prospectus meeting
			 the requirements of the 1933 Act in connection with any resale of Exchange
			 Certificates received in respect of such Registrable Certificates pursuant to
			 the Exchange Offer;” and
		 


	 	 	(y) a statement to the effect that by a broker-dealer making the
			 acknowledgment described in clause (x) and delivering a Prospectus in
			 connection with the exchange of Registrable Certificates, the broker-dealer
			 will not be deemed to admit that it is an underwriter within the meaning of the
			 1933 Act; 
		 
	 	                (g)           (i) in
			 the case of an Exchange Offer, furnish counsel for the Initial Purchasers and
			 (ii) in the case of a Shelf Registration, furnish counsel for the Holders
			 of Registrable Certificates, copies of any comment letters received from the
			 SEC or any other request by the SEC or any state securities authority for
			 amendments or supplements to a Registration Statement and Prospectus or for
			 additional information;
		 
	 	                (h)           make
			 every reasonable effort to obtain the withdrawal of any order suspending the
			 effectiveness of a Registration Statement at the earliest possible
			 moment;
		 
	 	                (i)            in
			 the case of a Shelf Registration, furnish to the Depositary, and each
			 underwriter, if any, without charge, at least one conformed copy of each
			 Registration Statement and any post-effective amendment thereto, including
			 financial statements and schedules (without documents incorporated therein by
			 reference and exhibits thereto, unless requested);
		 
	 	                (j)            in
			 the case of a Shelf Registration, cooperate with the selling Holders of
			 Registrable Certificates to facilitate the timely preparation and delivery of
			 certificates representing Registrable Certificates to be sold and not bearing
			 any restrictive legends, and enable such Registrable Certificates to be in such
			 denominations (consistent with the provisions of the Pass Through Trust
			 Agreement) and registered in such names as the selling Holders or the
			 underwriters, if any, may reasonably request at least three (3) business days
			 prior to the closing of any sale of Registrable Certificates;
		 
	 	                (k)           in
			 the case of a Shelf Registration, upon the occurrence of any event or the
			 discovery of any facts, each as contemplated by Sections 3.1(e)(ii),
			 3.1(e)(iv), 3.1(e)(v) and 3.1(e)(vi) hereof, use their best efforts to prepare
			 a supplement or post-effective amendment to the Registration Statement or the
			 Prospectus or any document incorporated therein by reference or file any other
			 required document so that, as thereafter delivered to the purchasers of the
			 Registrable Certificates or Participating Broker-Dealers, such Prospectus will
			 not contain at the time of such delivery any untrue statement of a material
			 fact or omit to state a material fact necessary to make the statements therein,
			 in light of the circumstances under which they were made, not misleading; and
			 notify each Holder to suspend use of the Prospectus as promptly as practicable
			 after the occurrence of such 


	 
		13
	 

	 

	 
	 

	 

	 	 	an
			 event, and each Holder hereby agrees to suspend use of the Prospectus until
			 such time as such Holder has received from the Lessee or the Lease Guarantor an
			 amended or supplemented Prospectus correcting such misstatement or
			 omission;
		 
	 	                (l)            in
			 the case of a Shelf Registration, a reasonable time prior to the filing of any
			 Registration Statement, any Prospectus, any amendment to a Registration
			 Statement or amendment or supplement to a Prospectus or any document which is
			 to be incorporated by reference into a Registration Statement or a Prospectus
			 after initial filing of a Registration Statement, provide copies of such
			 document to the Initial Purchasers on behalf of such Holders, and make
			 representatives of the Lessee and the Lease Guarantor as shall be reasonably
			 requested by the Holders of Registrable Certificates, or the Initial Purchasers
			 on behalf of such Holders, available for discussion of such
			 document;
		 
	 	                (m)          obtain
			 a CUSIP number for all Exchange Certificates or Registrable Certificates, as
			 the case may be, not later than the effective date of a Registration Statement,
			 and provide the Pass Through Trustee with printed certificates for the Exchange
			 Certificates or the Registrable Certificates, as the case may be, in a form
			 eligible for deposit with the Depositary;
		 
	 	                (n)           (i) cause
			 the Pass Through Trust Agreement to be qualified under the Trust Indenture Act
			 of 1939, as amended (the “TIA”), in connection with the
			 registration of the Exchange Certificates or Registrable Certificates, as the
			 case may be, (ii) cooperate with the Pass Through Trustee and the Holders
			 to effect such changes to the Pass Through Trust Agreement as may be required
			 for the Pass Through Trust Agreement to be so qualified in accordance with the
			 terms of the TIA, and (iii) execute, and use their best efforts to cause
			 the Pass Through Trustee to execute, all documents as may be required to effect
			 such changes, and all other forms and documents required to be filed with the
			 SEC to enable the Pass Through Trust Agreement to be so qualified in a timely
			 manner;
		 
	 	                (o)           in
			 the case of a Shelf Registration, enter into agreements (including underwriting
			 agreements) and take all other customary and appropriate actions in order to
			 expedite or facilitate the disposition of such Registrable Certificates and in
			 such connection whether or not an underwriting agreement is entered into and
			 whether or not the registration is an underwritten registration:
		 


	 	 	                (i)            make
			 such representations and warranties to the Holders of such Registrable
			 Certificates and the underwriters, if any, in form, substance and scope as are
			 customarily made by issuers to underwriters in similar underwritten offerings
			 as may be reasonably requested by them;
		 
	 	                (ii)           obtain
			 opinions of counsel to the Lessee and the Lease Guarantor and updates thereof
			 (which counsel and opinions (in form, scope and substance) shall be reasonably
			 satisfactory to the managing underwriters, if any, and the holders of a
			 majority in principal amount of the Registrable Certificates being sold)
			 addressed to each selling Holder and the underwriters, if any, covering the
			 matters customarily covered in opinions requested in sales of securities or
			 


	 
		14
	 

	 

	 
	 

	 

	 	 	underwritten offerings and such other matters as may be reasonably
			 requested by such Holders and underwriters;
		 
	 	                (iii)          if
			 requested by any selling Holder of Registrable Certificates or underwriter,
			 obtain “cold comfort” letters and updates thereof from the
			 independent registered public accounting firm of the Lessee and the Lease
			 Guarantor who have certified the financial statements of either such entity and
			 any other entity included or incorporated by reference in the Registration
			 Statement addressed to the such underwriters, if any, and use reasonable
			 efforts to have such letter addressed to the selling Holders of Registrable
			 Certificates (to the extent consistent with SAS 72), such letters to be in
			 customary form and covering matters of the type customarily covered in
			 “cold comfort” letters to underwriters in connection with similar
			 underwritten offerings;
		 
	 	                (iv)          enter
			 into a securities sales agreement with the Holders and an agent of the Holders
			 providing for, among other things, the appointment of such agent for the
			 selling Holders for the purpose of soliciting purchases of Registrable
			 Certificates, which agreement shall be in form, substance and scope customary
			 for similar offerings;
		 
	 	                (v)           if
			 an underwriting agreement is entered into, cause the same to set forth
			 indemnification provisions and procedures substantially equivalent to the
			 indemnification provisions and procedures set forth in Sections 4 and 5 hereof
			 with respect to the underwriters and all other parties to be indemnified
			 pursuant to said Sections or, at the request of any underwriters, in the form
			 customarily provided to such underwriters in similar types of transactions;
			 and
		 
	 	                (vi)          deliver
			 such documents and certificates as may be reasonably requested and as are
			 customarily delivered in similar offerings to the Holders of a majority in
			 principal amount of the Registrable Certificates being sold and the managing
			 underwriters, if any.
		 


	 	 	The above shall be done at (i) the effectiveness of such
			 Registration Statement (and each post-effective amendment thereof) and
			 (ii) each closing under any underwriting or similar agreement as and to
			 the extent required thereunder;
		 
	 	                (p)           in
			 the case of a Shelf Registration, make available for inspection by
			 representatives of the Holders of the Registrable Certificates and any
			 underwriters participating in any disposition pursuant to a Shelf Registration
			 Statement and any counsel or accountant retained by such Holders or
			 underwriters, all financial and other records, pertinent corporate documents
			 and properties of the Lessee and the Lease Guarantor reasonably requested by
			 any such persons and use their reasonable best efforts to cause the respective
			 officers, directors, employees, and any other agents of the Lessee and the
			 Lease Guarantor to supply all information reasonably requested by any such
			 representative, underwriter, special counsel or accountant in connection with a
			 Registration Statement, and make such representatives of the Lessee and the
			 Lease 


	 
		15
	 

	 

	 
	 

	 

	 	 	Guarantor available for discussion of such documents as shall be
			 reasonably requested by the Initial Purchasers;
		 
	 	                (q)          
			 
		 


	 	 	                (i)            in
			 the case of an Exchange Offer Registration Statement, within a reasonable time
			 prior to the filing of any Exchange Offer Registration Statement, any
			 Prospectus forming a part thereof, any amendment to an Exchange Offer
			 Registration Statement or amendment or supplement to such Prospectus, provide
			 copies of such document to the Initial Purchasers and make such changes in any
			 such document prior to the filing thereof as the Initial Purchasers may
			 reasonably request and, except as otherwise required by applicable law, not
			 file any such document in a form to which the Initial Purchasers on behalf of
			 the Holders of Registrable Certificates shall reasonably object;
			 and
		 
	 	                (ii)           in
			 the case of a Shelf Registration, within a reasonable time prior to filing any
			 Shelf Registration Statement, any Prospectus forming a part thereof, any
			 amendment to such Shelf Registration Statement or amendment or supplement to
			 such Prospectus, provide copies of such document to the Depositary, to the
			 Initial Purchasers, to counsel on behalf of the Holders and to the underwriter
			 or underwriters of an underwritten offering of Registrable Certificates, if
			 any, make such changes in any such document prior to the filing thereof as the
			 Initial Purchasers, the counsel to the Holders or the underwriter or
			 underwriters reasonably request and not file any such document in a form to
			 which the Majority Holders or the Initial Purchasers on behalf of the Holders
			 of Registrable Certificates or any underwriter may reasonably object and make
			 the representatives of the Lessee and the Lease Guarantor available for
			 discussion of such document as shall be reasonably requested by the Holders of
			 Registrable Certificates, the Initial Purchasers on behalf of such Holders, or
			 any underwriter;
		 


	 	 	                (r)            in
			 the case of a Shelf Registration, use their reasonable best efforts to cause
			 all Registrable Certificates to be listed on any securities exchange on which
			 similar securities issued by the Pass Through Trust, the Lessee or the Lease
			 Guarantor are then listed if requested by the Majority Holders, or if requested
			 by the underwriter or underwriters of an underwritten offering of Registrable
			 Certificates, if any;
		 
	 	                (s)           in
			 the case of a Shelf Registration, use their reasonable best efforts to cause
			 the Registrable Certificates to be rated by the appropriate rating agencies, if
			 so requested by the Majority Holders, or if requested by the underwriter or
			 underwriters of an underwritten offering of Registrable Certificates, if
			 any;
		 
	 	                (t)            otherwise
			 comply with all applicable rules and regulations of the SEC and make available
			 to security holders, as soon as reasonably practicable, an earnings statement
			 covering at least 12 months which shall satisfy the provisions of Section 11(a)
			 of the 1933 Act and Rule 158 thereunder;


	 
		16
	 

	 

	 
	 

	 

	 	 	                (u)           cooperate
			 and assist in any filings required to be made with the NASD and, in the case of
			 a Shelf Registration, in the performance of any due diligence investigation by
			 any underwriter and its counsel (including any “qualified independent
			 underwriter” that is required to be retained in accordance with the rules
			 and regulations of the NASD); and
		 
	 	                (v)           in
			 the case of any Exchange Offer Registration Statement, upon consummation of an
			 Exchange Offer, 
		 
	 	                                (A)  obtain a customary
			 opinion of counsel to the Lessee and the Lease Guarantor addressed to the Pass
			 Through Trustee for the benefit of all Holders of Registrable Certificates
			 participating in the Exchange Offer, and which includes the opinions that (i)
			 the Lessee and the Lease Guarantor have duly authorized, executed and delivered
			 the Pass Through Trust Agreement and (ii) each of the Lessee and, where
			 appropriate, the Lease Guarantor, has duly authorized, executed and delivered
			 each of the Operative Documents to which it is a party and (x) the
			 Exchange Certificates constitute legal, valid and binding obligations of the
			 Pass Through Trust, enforceable against the Pass Through Trust in accordance
			 with their terms (with customary exceptions), (y) the Pass Through Trust
			 Agreement constitutes a legal, valid and binding obligation of each of the
			 Lessee and the Lease Guarantor, enforceable against the Lessee and the Lease
			 Guarantor, in accordance with its terms (with customary exceptions) and (z)
			 each of the Operative Documents to which the Lessee or Lease Guarantor is a
			 party constitutes a valid and binding agreement enforceable against the Lessee
			 and, where appropriate, the Lease Guarantor, in accordance with its terms (with
			 customary exceptions); and
		 
	 	                                (B)  deliver to the
			 Initial Purchasers or to another representative of the Participating
			 Broker-Dealers, if requested by the Initial Purchasers or such other
			 representative of the Participating Broker-Dealers, on behalf of the
			 Participating Broker-Dealers (i) an opinion of counsel or opinions of
			 counsel substantially in the form attached hereto as Exhibit A and (ii) an
			 officers’ certificate substantially in the form customarily delivered in a
			 public offering of debt securities.


	 
		                                In the case of a Shelf
		Registration Statement, the Lessee and the Lease Guarantor may (as a condition
		to such Holder’s participation in the Shelf Registration) require each
		Holder of Registrable Certificates to furnish to the Lessee or the Lease
		Guarantor such information regarding the Holder and the proposed distribution
		by such Holder of such Registrable Certificates as the Lessee or the Lease
		Guarantor may from time to time reasonably request in writing for use in
		connection with any Shelf Registration Statement or Prospectus included
		therein, including, without limitation, information specified in Item 507 of
		Regulation S-K under the 1933 Act. Each Holder as to which any Shelf
		Registration is being effected agrees to furnish promptly to the Lessee or the
		Lease Guarantor all information required to be disclosed with respect to such
		Holder in order to make any information with respect to such Holder previously
		furnished to the Lessee or the Lease Guarantor by such Holder not materially
		misleading.
	 

	 
		                                In the case of a Shelf
		Registration Statement, each Holder agrees that, upon receipt of any notice
		directly or indirectly from the Lessee or the Lease Guarantor of the happening
		of any event or the discovery of any facts, each of the kind described in
		Section 
	 

	 
		17
	 

	 

	 
	 

	 

	 
		3.1(e)(v) hereof,
		such Holder will forthwith discontinue disposition of Registrable Certificates
		pursuant to a Registration Statement until such Holder’s receipt of the
		copies of the supplemented or amended Prospectus contemplated by Section 3.1(k)
		hereof, and, if so directed by the Lessee or the Lease Guarantor, such Holder
		will deliver to the Lessee or the Lease Guarantor (at such Holder’s
		expense) all copies in such Holder’s possession, other than permanent file
		copies then in such Holder’s possession, of the Prospectus covering such
		Registrable Certificates current at the time of receipt of such notice.
	 

	 
		                                If any of the Registrable
		Certificates covered by any Shelf Registration Statement are to be sold in an
		underwritten offering, the underwriter or underwriters and manager or managers
		that will manage such offering will be selected by the Majority Holders of such
		Registrable Certificates included in such offering and shall be acceptable to
		the Lessee or the Lease Guarantor. No Holder of Registrable Certificates may
		participate in any underwritten registration hereunder unless such Holder
		(a) agrees to sell such Holder’s Registrable Certificates on the
		basis provided in any underwriting arrangements approved by the persons
		entitled hereunder to approve such arrangements and (b) completes and
		executes all questionnaires, powers of attorney, indemnities, underwriting
		agreements and other documents required under the terms of such underwriting
		agreement.
	 

	 
		                                3.2           In
		connection with the obligations of the Lessee and the Lease Guarantor with
		respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the
		Pass Through Trustee shall:
	 

	 	 	                (a)           notify
			 promptly each Holder of Registrable Certificates under a Shelf Registration or
			 any Participating Broker-Dealer who has notified the Lessee or the Lease
			 Guarantor that it is utilizing the Exchange Offer Registration Statement as
			 provided in Section 3.1(f) hereof, and, if requested by such Holder or
			 Participating Broker-Dealer, confirm such advice in writing promptly of the
			 receipt by the Pass Through Trustee of any notification with respect to the
			 suspension of the qualification of the Registrable Certificates or the Exchange
			 Certificates, as the case may be, for sale in any jurisdiction or the
			 initiation or threatening of any proceeding for such purpose;
		 
	 	                (b)           in
			 the case of a Shelf Registration, enter into agreements (including underwriting
			 agreements) and take all other customary and appropriate actions in order to
			 expedite or facilitate the disposition of such Registrable Certificates and in
			 such connection whether or not an underwriting agreement is entered into and
			 whether or not the registration is an underwritten registration, obtain an
			 opinion of counsel to the Pass Through Trustee and updates thereof (which
			 counsel and opinion (in form, scope and substance) shall be reasonably
			 satisfactory to the managing underwriters, if any, and the holders of a
			 majority in principal amount of the Registrable Certificates being sold)
			 addressed to each selling Holder and the underwriters, if any, covering the
			 matters customarily covered in opinions requested in sales of securities or
			 underwritten offerings and such other matters as may be reasonably requested by
			 such Holders and underwriters;
		 
	 	                (c)           in
			 the case of a Shelf Registration, make available for inspection by
			 representatives of the Holders of the Registrable Certificates and any
			 underwriters participating in any disposition pursuant to a Shelf Registration
			 Statement and any 


	 
		18
	 

	 

	 
	 

	 

	 	 	counsel or accountant retained by such Holders or underwriters, all
			 financial and other records, pertinent corporate documents and properties of
			 the Pass Through Trustee reasonably requested by any such persons and use their
			 reasonable best efforts to cause the respective officers, directors, employees,
			 and any other agents of the Pass Through Trustee to supply all information
			 reasonably requested by any such representative, underwriter, special counsel
			 or accountant in connection with a Registration Statement, and make such
			 representatives of the Pass Through Trustee available for discussion of such
			 documents as shall be reasonably requested by the Initial
			 Purchasers;
		 
	 	                (d)           in
			 the case of a Shelf Registration, make the representatives of the Pass Through
			 Trustee available for discussion of such document as shall be reasonably
			 requested by the Holders of Registrable Certificates, the Initial Purchasers on
			 behalf of such Holders, or any underwriter; and
		 
	 	                (e)           in
			 the case of any Exchange Offer Registration Statement, upon consummation of an
			 Exchange Offer, obtain a customary opinion of counsel to the Pass Through
			 Trustee addressed to the Pass Through Trustee for the benefit of all Holders of
			 Registrable Certificates participating in the Exchange Offer which includes the
			 opinions that (i) the Pass Through Trustee has duly authorized, executed
			 and delivered on behalf of the Pass Through Trust the Exchange Certificates,
			 (ii) the Pass Through Trustee has duly authorized, executed and delivered the
			 Pass Through Trust Agreement and (iii) the Pass Through Trustee has duly
			 authorized, executed and delivered each of the Operative Documents to which it
			 is a party and (x) the Exchange Certificates constitute legal, valid and
			 binding obligations of the Pass Through Trust, enforceable against the Pass
			 Through Trust in accordance with their terms (with customary exceptions), (y)
			 the Pass Through Trust Agreement constitutes a legal, valid and binding
			 obligation of the Pass Through Trustee, enforceable against the Pass Through
			 Trustee, in accordance with its terms (with customary exceptions) and (z) each
			 of the Operative Documents to which the Pass Through Trustee is a party
			 constitutes a valid and binding agreement enforceable against the Pass Through
			 Trustee, in accordance with its terms (with customary exceptions).


	 
		                                4.   
		Indemnification.
	 

	 
		                                4.1           Indemnification
		by the Lessee and the Lease Guarantor. The Lessee and the Lease Guarantor
		agree to indemnify and hold harmless the each Initial Purchaser, its directors
		and officers, each Holder, each Participating Broker-Dealer, each Person who
		participates as an underwriter (any such Person being an
		“Underwriter”) and each Person, if any, who controls any Holder or
		Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
		the 1934 Act from and against any and all losses, claims, damages and
		liabilities that arise out of or are based upon any untrue statement or alleged
		untrue statement of a material fact contained in any Registration Statement
		pursuant to which Exchange Certificates or Registrable Certificates were
		registered under the 1933 Act or any related Prospectus or any related Issuer
		Free Writing Prospectus (as that term is defined in Rule 433(h)(1) under the
		1933 Act), or any omission or alleged omission to state therein a material fact
		required to be stated therein or necessary to make the statements therein not
		misleading, and agree to reimburse each Initial Purchaser and each controlling
		person, as incurred, for any legal or other expenses reasonably incurred by it
		or him/her in connection with investigating or defending any such loss, 

	 

	 
		19
	 

	 

	 
	 

	 

	 
		claim, damage or
		liability, except insofar as such losses, claims, damages or liabilities arise
		out of or are based upon any such untrue statement or alleged untrue statement
		or omission or alleged omission or are based upon information furnished in
		writing to the Lessee or the Lease Guarantor by any Initial Purchaser, Holder,
		Participating Broker-Dealer or Underwriter with respect to such Initial
		Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may
		be, specifically for inclusion therein. 
	 

	 
		                                4.2           Indemnification
		by the Holders, Initial Purchasers, Participating Broker-Dealers and
		Underwriters. Each Holder, each Initial Purchaser, each Participating
		Broker-Dealer and each Underwriter severally, but not jointly, agrees to
		indemnify and hold harmless the Lessee, the Lease Guarantor, each other Initial
		Purchaser, each other Participating Broker-Dealer, each other Underwriter and
		each other selling Holder, and each of their respective directors and officers,
		and each Person, if any, who controls the Lessee, the Lease Guarantor, any
		Initial Purchaser, any Participating Broker-Dealer, any Underwriter, or any
		other selling Holder within the meaning of Section 15 of the 1933 Act or
		Section 20 of the 1934 Act to the same extent as the foregoing indemnity
		contained in Section 4.1 hereof, but only with reference to written information
		relating to such Holder, Initial Purchaser, Participating Broker-Dealer or
		Underwriter furnished in writing to the Lessee or the Lease Guarantor by such
		Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter
		specifically for inclusion in the Shelf Registration Statement or such
		Prospectus; provided, however, that no such Holder, Initial Purchaser,
		Participating Broker-Dealer or Underwriter shall be liable for any claims
		hereunder in excess of the amount of net proceeds received by such Holder,
		Initial Purchaser, Participating Broker-Dealer or Underwriter from the sale of
		Registrable Certificates pursuant to such Shelf Registration Statement. This
		indemnity agreement will be in addition to any liability which such Holder,
		Initial Purchaser, Participating Broker-Dealer or Underwriter may otherwise
		have. 
	 

	 
		                                4.3           Actions
		Against Parties; Notification.  Promptly after receipt by an
		indemnified party under Section 4.1 or 4.2 hereof of notice of the commencement
		of any action, such indemnified party will, if a claim in respect thereof is to
		be made against the indemnifying party under Section 4.1 or 4.2 hereof, notify
		the indemnifying party in writing of the commencement thereof; but the omission
		so to notify the indemnifying party (i) will not relieve it from any
		liability under Section 4.1 or 4.2 hereof unless and to the extent such
		failure results in the loss by the indemnifying party of substantial rights and
		defenses and (ii) will not, in any event relieve the indemnifying party
		from any obligations to any indemnified party other than the indemnification
		obligation provided in Section 4.1 or 4.2 hereof. In any such proceeding, any
		indemnified party shall have the right to retain its own counsel, but fees and
		expenses of such counsel shall be at the expense of such indemnified party
		unless (i) the indemnifying party and the indemnified party shall have mutually
		agreed to the retention of such counsel or (ii) the named parties to any such
		action (including any impleaded parties) include both the indemnified party and
		the indemnifying party and the indemnified party shall have reasonably
		concluded upon advice of counsel that there may be legal defenses available to
		it and/or other indemnified parties which are different from or additional to
		those available to the indemnifying party. It is understood that the
		indemnifying party shall not, in connection with any proceeding or related
		proceedings in the same jurisdiction, be liable for the fees and expenses of
		more than one separate counsel for all such indemnified parties. Such counsel
		shall be designated in writing by the Representatives in the case of parties
		indemnified pursuant to the second preceding 
	 

	 
		20
	 

	 

	 
	 

	 

	 
		paragraph, and by the
		Lessee or the Lease Guarantor in the case of parties indemnified pursuant to
		the first preceding paragraph.
	 

	 
		                                4.4           Settlement
		Without Consent. The indemnifying party shall not be liable for any
		settlement of any proceeding effected without its written consent, but if
		settled with such consent or if there has been a final judgment for the
		plaintiff, the indemnifying party agrees to indemnify the indemnified party
		from and against any loss or liability by reason of such settlement or
		judgment. An indemnifying party will not, without the prior written consent of
		the indemnified parties, settle or compromise or consent to the entry of any
		judgment with respect to any pending or threatened claim, action, suit or
		proceeding in respect of which indemnification or contribution may be sought
		hereunder (whether the indemnified parties are actual or potential parties to
		such claim or action) unless such settlement, compromise or consent
		(i) includes an unconditional release of each indemnified party from all
		liability arising out of such claim, action, suit or proceeding and
		(ii) does not include any statement as to, or any admission of, fault,
		culpability or failure to act by or on behalf of any indemnified party.
	 

	 
		                                5.
		   Contribution. In the event that the indemnity provided
		for in Section 4.1 or 4.2 hereof is held by a court to be unavailable, in whole
		or in part, to hold harmless an indemnified party for any reason, then each
		applicable indemnifying party shall have several and not joint obligation to
		contribute to the aggregate losses, claims, damages and liabilities (including
		legal or other expenses reasonably incurred in connection with investigating or
		defending same) (collectively “Losses”) to which such
		indemnified party may be subject in such proportion as is appropriate to
		reflect the relative benefits received by such indemnifying party, on the one
		hand, and such indemnified party, on the other hand, from the offering of the
		Certificates, the Exchange Certificates or the Registrable Certificates and the
		Registration Statement which resulted in such Losses. If the allocation
		provided by the immediately preceding sentence is held by a court to be
		unavailable for any reason, the indemnifying party and the indemnified party
		shall contribute in such proportion as is appropriate to reflect not only such
		relative benefits but also the relative fault of such indemnifying party on the
		one hand and of such indemnified party on the other hand in connection with the
		statements or omissions that resulted in such Losses, as well as any other
		relevant equitable considerations. Benefits received by the Lessee and the
		Lease Guarantor shall be deemed to be equal to the sum of (x) the total
		net proceeds from the offering (before deducting expenses) and (y) the
		total amount of Additional Interest (as defined in Section 2.5 hereof) which
		was not required to be paid as a result of registering the securities covered
		by the Registration Statement which resulted in the Losses. Benefits received
		by the Initial Purchasers shall be deemed to be equal to the total discounts
		and commissions, and benefits received by any other Holders shall be deemed to
		be equal to the value of receiving Certificates, Exchange Certificates or
		Registrable Certificates, as applicable, registered under the 1933 Act.
		Benefits received by any Participating Broker-Dealer shall be deemed to be
		equal to the total commissions relating to the market-making and exchange of
		Registrable Certificates for Exchange Certificates. Benefits received by any
		Underwriter shall be deemed to be equal to the total underwriting discounts and
		commissions, as set forth on the cover page of the Prospectus forming a part of
		the Registration Statement which resulted in such Losses. Relative fault shall
		be determined by reference to, among other things, whether any untrue or
		alleged untrue statement of a material fact or the omission or alleged omission
		to state a material fact relates to information provided by the indemnifying
		party on the one hand or by the indemnified party on the other hand, the intent
		of the parties and their relative knowledge, 
	 

	 
		21
	 

	 

	 
	 

	 

	 
		access to information
		and opportunity to correct or prevent such untrue statement or omission.
		Notwithstanding the provisions of this Section 5, no Initial Purchaser shall be
		required to contribute any amount in excess of the amount by which the total
		price at which the Certificates underwritten by it and distributed by it to the
		public were offered to the public exceeds the amounts of any damages which such
		Initial Purchaser has otherwise been required to pay by reason of such untrue
		or alleged untrue statement or omission or alleged omission; nor shall any
		Participating Broker-Dealer be required to contribute any amount in excess of
		the amount by which the total price at which the Certificates exchanged for
		Exchange Certificates by it were offered to the public exceeds the amounts of
		any damages which such Participating Broker-Dealer has otherwise been required
		to pay by reason of such untrue or alleged untrue statement or omission or
		alleged omission; nor, shall any Underwriter in the case of a Shelf
		Registration Statement be required to contribute any amount in excess of the
		amount by which the total price at which the Certificates underwritten by it
		exceeds the amounts of any damages which such Underwriter has otherwise been
		required to pay by reason of such untrue or alleged untrue statement or
		omission or alleged omission. The parties agree that it would not be just and
		equitable if contribution were determined by pro rata allocation (even if the
		Holders were treated as one entity for such purpose) or any other method of
		allocation that does not take account of the equitable considerations referred
		to above. Notwithstanding the provisions of this Section 5, no person guilty of
		fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
		Act) shall be entitled to contribution from any person who was not guilty of
		such fraudulent misrepresentation.
	 

	 
		                                For purposes of this Section 5,
		each person, if any, who controls a Holder, an Initial Purchaser, a
		Participating Broker-Dealer or an Underwriter, in each case, within the meaning
		of Section 15 of the 1933 Act or Section 20 of the 1934 Act, shall have the
		same rights to contribution as such Holder, Initial Purchaser, Participating
		Broker-Dealer or Underwriter, as the case may be, and each officer of the
		Lessee or the Lease Guarantor who shall have signed the Registration Statement,
		each director of the Lessee or the Lease Guarantor and each person, if any, who
		controls the Lessee or the Lease Guarantor within the meaning of Section 15 of
		the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
		contribution as the Lessee or the Lease Guarantor.
	 

	 
		                                6.   
		Miscellaneous.
	 

	 
		                                6.1           Rule
		144 and Rule 144A. For so long as either of the Lessee and/or the Lease
		Guarantor is not subject to the reporting requirements of Section 13 or 15 of
		the 1934 Act, the Lessee or Lease Guarantor, as the case may be, covenants that
		it will upon the request of any Holder of Registrable Certificates
		(a) make publicly available such information as is necessary to permit
		sales pursuant to Rule 144 under the 1933 Act, (b) deliver such
		information to a prospective purchaser as is necessary to permit sales pursuant
		to Rule 144A under the 1933 Act, and (c) take such further action that is
		reasonable in the circumstances, in each case, to the extent required from time
		to time to enable such Holder to sell its Registrable Certificates without
		registration under the 1933 Act within the limitation of the exemptions
		provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended
		from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be
		amended from time to time, or (iii) any similar rules or regulations
		hereafter adopted by the SEC. Upon the request of any Holder of Registrable
		Certificates, the Lessee and Lease Guarantor will each deliver to such Holder a
		written statement 
	 

	 
		22
	 

	 

	 
	 

	 

	 
		as to whether it has
		complied with such requirements. Each of the Lessee and the Lease Guarantor
		agrees to comply with the information obligations to the extent that it is
		required by applicable law or regulation.
	 

	 
		                                If either or both of the Lessee
		and the Lease Guarantor become subject to the reporting requirements of Section
		13 or 15 of the 1934 Act, each of the Lessee and/or the Lease Guarantor, as the
		case may be, covenants that it will file the reports required to be filed
		by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the
		rules and regulations adopted by the SEC thereunder, unless it ceases to be so
		required to file such reports, in which case it will comply with the covenants
		in the immediately preceding paragraph.
	 

	 
		                                6.2           No
		Inconsistent Agreements. Neither the Lessee nor the Lease Guarantor has
		entered into and the Lessee and the Lease Guarantor will not after the date of
		this Agreement enter into any agreement which is inconsistent with the rights
		granted to the Holders of Registrable Certificates in this Agreement or
		otherwise conflicts with the provisions hereof. The rights granted to the
		Holders hereunder do not in any way conflict with the rights granted to the
		Holders of the Lessee’s or the Lease Guarantor’s other issued and
		outstanding securities under any such agreements.
	 

	 
		                                6.3           Amendments
		and Waivers. The provisions of this Agreement, including the provisions of
		this sentence, may not be amended, modified or supplemented, and waivers of
		consents to departures from the provisions hereof may not be given unless the
		Lessee or the Lease Guarantor has obtained the written consent of
		(i) Majority Holders and (ii) Participating Broker-Dealers holding a
		majority in aggregate principal amount of the Exchange Certificates held by all
		Participating Broker-Dealers, in each case to the extent affected by such
		amendment, modification, supplement, waiver or departure.
	 

	 
		                                6.4           Notices.
		All notices and other communications provided for or permitted hereunder shall
		be made in writing by hand delivery, registered first-class mail, telex,
		facsimile transmission, or any courier guaranteeing overnight delivery
		(a) if to the Depositary, at 55 Water Street, New York, New York 10041 or
		if The Depository Trust Company is no longer the Depositary, at the most
		current address given by the Depositary to the Pass Through Trustee, the Lessee
		or the Lease Guarantor by means of a notice given in accordance with the
		provisions of this Section 6.4; (b) if to a Holder, at the most current address
		given by such Holder to the Pass Through Trustee, the Lessee or the Lease
		Guarantor by means of a notice given in accordance with the provisions of this
		Section 6.4, which address initially is the address set forth in the Purchase
		Agreement with respect to the Initial Purchasers; (c) if to the Lessee,
		initially at the Lessee’s address set forth in the Purchase Agreement, and
		thereafter at such other address of which notice is given in accordance with
		the provisions of this Section 6.4, (d) if to the Lease Guarantor,
		initially at the Lease Guarantor’s address set forth in the Purchase
		Agreement, and thereafter at such other address of which notice is given in
		accordance with the provisions of this Section 6.4, (e) if to the Pass
		Through Trustee, initially at the Pass Through Trustee’s address set forth
		in the Purchase Agreement, and thereafter at such other address of which notice
		is given in accordance with the provisions of this Section 6.4.
	 

	 
		                                All such notices and
		communications shall be deemed to have been duly given: at the time
		delivered by hand, if personally delivered; two (2) business days after being
		deposited in 
	 

	 
		23
	 

	 

	 
	 

	 

	 
		the mail, postage
		prepaid, if mailed; when answered back, if telexed; when receipt is
		acknowledged, if transmitted by facsimile; and on the next business day if
		timely delivered to an air courier guaranteeing overnight delivery.
	 

	 
		                                6.5           Successor
		and Assigns. This Agreement shall inure to the benefit of and be binding
		upon the successors, assigns and transferees of each of the parties, including
		without limitation and without the need for an express assignment, subsequent
		Holders and Participating Broker-Dealers; provided that nothing herein shall be
		deemed to permit any assignment, transfer or other disposition of Registrable
		Certificates in violation of the terms of the Purchase Agreement. If any
		transferee of any Holder shall acquire Registrable Certificates, in any manner,
		whether by operation of law or otherwise, such Registrable Certificates shall
		be held subject to all of the terms of this Agreement, and by taking any
		holding such Registrable Certificates such person shall be conclusively deemed
		to have agreed to be bound by and to perform all of the terms and provisions of
		this Agreement, including the restrictions on resale set forth in this
		Agreement and, if applicable, the Purchase Agreement, and such person shall be
		entitled to receive the benefits hereof.
	 

	 
		                                6.6           Third
		Party Beneficiaries. The Initial Purchasers (even if the Initial Purchasers
		are not Holders of Registrable Certificates) shall be third party beneficiaries
		to the agreements made hereunder between the Pass Through Trustee, the Lessee
		and the Lease Guarantor on the one hand, and the Holders, on the other hand,
		and shall have the right to enforce such agreements directly to the extent they
		deem such enforcement necessary or advisable to protect their rights or the
		rights of Holders hereunder. Each Holder of Registrable Certificates shall be a
		third party beneficiary to the agreements made hereunder between the Pass
		Through Trustee, the Lessee and the Lease Guarantor, on the one hand, and the
		Initial Purchasers, on the other hand, and shall have the right to enforce such
		agreements directly to the extent it deems such enforcement necessary or
		advisable to protect its rights hereunder.
	 

	 
		                                6.7           Counterparts.
		This Agreement may be executed in any number of counterparts and by the parties
		hereto in separate counterparts, each of which when so executed shall be deemed
		to be an original and all of which taken together shall constitute one and the
		same agreement.
	 

	 
		                                6.8           Headings.
		The headings in this Agreement are for convenience of reference only and shall
		not limit or otherwise affect the meaning hereof.
	 

	 
		                                6.9           GOVERNING
		LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
		THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
		OF LAWS THEREOF.
	 

	 
		                                6.10         Severability.
		In the event that any one or more of the provisions contained herein, or the
		application thereof in any circumstance, is held invalid, illegal or
		unenforceable, the validity, legality and enforceability of any such provision
		in every other respect and of the remaining provisions contained herein shall
		not be affected or impaired thereby.
	 

	 
		24
	 

	 

	 
	 

	 

	 
		                                IN WITNESS WHEREOF, the parties
		have executed this Agreement as of the date first written above.
	 

	 	 	 
	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Pass Through
			 Trustee
		 
		 
		By:  /s/ Biagio S.
			 Impala                                 

			         Name: Biagio S. Impala

			         Title: Vice
			 President
		 
	 	 
	 	FIRSTENERGY GENERATION CORP.
	 	 as Lessee
		 
		 
	 	By:  /s/ Randy
			 Scilla                                          
	 	        Name: Randy
			 Scilla
	 	        Title:  Assistant
			 Treasurer
		 
		 
	 	FIRSTENERGY SOLUTIONS CORP.
	 	 as Lease Guarantor
		 
		 
	 	By: /s/ Randy
			 Scilla                                          
	 	        Name: Randy
			 Scilla
	 	        Title:  Assistant
			 Treasurer


	 
		S-1
 [REGISTRATION RIGHTS
		AGREEMENT]
	 

	 
		 
	 

	 

	 
	 

	 

	 
		Confirmed and
		accepted as
of the date first above written:
	 

	 
		MORGAN STANLEY
		& CO. INCORPORATED
 
 
	 

	 
		By: /s/ Patrick
		Käufer                               

		       Name:  Patrick
		Käufer
        Title:  Managing
		Director
 
	 

	 
		CREDIT SUISSE
		SECURITIES (USA) LLC
 
 
	 

	 
		By: /s/ John
		Cogan                                      

		       Name: John Cogan
        Title: Director
 
	 

	 
		Acting as
		Representatives of the Initial Purchasers
	 

	 
		S-2
 [REGISTRATION RIGHTS
		AGREEMENT]
	 

	 
		 
	 

	 

	 
	 

	 

	 
		Exhibit
		A
	 

	 
		Form of Opinion of
		Counsel
	 

	 
		                                We are of the opinion that the
		Exchange Offer Registration Statement and the Prospectus (other than the
		financial statements or schedules thereto and other financial data and
		supplemental schedules included or incorporated by reference therein or omitted
		therefrom and the Form(s) T-1, as to which we need express no opinion), comply
		as to form in all material respects with the requirements of the 1933 Act and
		the applicable rules and regulations promulgated under the 1933 Act.
	 

	 
		                                In addition, we have participated
		in conferences with officers and other representatives of the Pass Through
		Trustee, the Lessee and the Lease Guarantor, representatives of the independent
		public accountants of the Pass Through Trustee, the Lessee and the Lease
		Guarantor and representatives of the Initial Purchasers, at which the contents
		of the Exchange Offer Registration Statement and the Prospectus and related
		matters were discussed and, although we are not passing upon, and do not assume
		any responsibility for, the accuracy, completeness or fairness of the
		statements contained in the Exchange Offer Registration Statement and the
		Prospectus and have not made any independent check or verification thereof,
		during the course of such participation, no facts came to our attention that
		caused us to believe that the Exchange Offer Registration Statement or any
		amendment thereto, at the time the Exchange Offer Registration Statement or any
		such amendment became effective, contained an untrue statement of a material
		fact or omitted to state a material fact required to be stated therein or
		necessary to make the statements therein not misleading, or that the Prospectus
		or any amendment or supplement thereto, at the time the Prospectus was issued,
		at the time any such amended or supplemented Prospectus was issued or at the
		Closing Date, included or includes an untrue statement of a material fact or
		omitted or omits to state a material fact necessary in order to make the
		statements therein, in light of the circumstances under which they were made,
		not misleading; it being understood that we express no belief with respect to
		the financial statements and schedules and other financial data included in the
		Exchange Offer Registration Statement and the Prospectus.