Unassociated Document


    (Execution
      Copy)

     

    Exhibit
      10.2

    


    


    


    


     

    PP
      FOSSIL
      PURCHASE AND SALE AGREEMENT 

     

    by
      and
      between

     

    PENNSYLVANIA
      POWER COMPANY

     

    (Seller)

     

    and

     

    FIRSTENERGY
      GENERATION CORP.

     

    (Purchaser)

     

    


    


    


    
      
        
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    TABLE
      OF
      CONTENTS

    
                                                                                        Page

    
      	
              ARTICLE
                1
                DEFINITIONS

            	 	
              1

            
	
              Section
                1.1

            	
              Defined
                Terms

            	
              1

            
	
              Section
                1.2

            	
              Other
                Definitional and Interpretive Matters

            	
              3

            
	
              ARTICLE
                2
                PURCHASE AND SALE

            	
              3

            
	
              Section
                2.1

            	
              Purchase
                and Sale

            	
              3

            
	
              Section
                2.2

            	
              Purchase
                Price

            	
              3

            
	
              Section
                2.3

            	
              Assumed
                Liabilities

            	
              4

            
	
              Section
                2.4

            	
              Seller’s
                Pollution Control Revenue Bonds

            	
              4

            
	
              Section
                2.5

            	
              Further
                Assurances; further Conveyances And

            	 
	 	
              Assumptions

            	
              4

            
	
              ARTICLE
                3
                CLOSING

            	 	
              4

            
	
              Section
                3.1

            	
              Deliveries
                By Seller

            	
              4

            
	
              Section
                3.2

            	
              Deliveries
                By Purchaser

            	
              5

            
	
              Section
                3.3

            	
              Closing
                Date

            	
              5

            
	
              Section
                3.4

            	
              Contemporaneous
                Effectiveness

            	
              5

            
	
              ARTICLE
                4
                REPRESENTATIONS AND WARRANTIES OF SELLER

            	
              5

            
	
              Section
                4.1

            	
              Authorization;
                Binding Effect

            	
              5

            
	
              Section
                4.2

            	
              Consents

            	
              6

            
	
              Section
                4.3

            	
              Title

            	
              6

            
	
              Section
                4.4

            	
              Permits

            	
              6

            
	
              ARTICLE
                5
                REPRESENTATIONS AND WARRANTIES OF PURCHASER

            	
              6

            
	
              Section
                5.1

            	
              Authorization;
                Binding Effect

            	
              6

            
	
              Section
                5.2

            	
              Consents

            	
              6

            
	
              ARTICLE
                6
                CERTAIN COVENANTS

            	
              7

            
	
              Section
                6.1

            	
              Reasonable
                Commercial Efforts

            	
              7

            
	
              ARTICLE
                7
                CONDITIONS PRECEDENT TO CLOSING

            	
              7

            
	
              Section
                7.1

            	
              General
                Conditions

            	
              7

            
	
              Section
                7.2

            	
              Conditions
                Precedent To Purchaser’s Obligations

            	
              7

            
	
              Section
                7.3

            	
              Conditions
                Precedent To Seller’s Obligations

            	
              8

            
	
              ARTICLE
                8
                TERMINATION, WAIVER, SURVIVAL AND AMENDMENT

            	
              8

            
	
              Section
                8.1

            	
              Termination

            	
              8

            
	
              Section
                8.2

            	
              Waiver

            	
              8

            
	
              Section
                8.3

            	
              Survival

            	
              8

            
	
              Section
                8.4

            	
              Amendment
                of Agreement

            	
              8

            
	
              ARTICLE
                9
                MISCELLANEOUS PROVISIONS

            	
              8

            
	
              Section
                9.1

            	
              Notices

            	
              8

            
	
              Section
                9.2

            	
              Entire
                Agreement; Modification

            	
              9

            
	
              Section
                9.3

            	
              Assignment;
                Binding Effect; Severability

            	
              9

            
	
              Section
                9.4

            	
              Governing
                Law

            	
              9

            
	
              Section
                9.5

            	
              Execution
                in Counterparts

            	
              9

            


    

    


     

    


    
      
        
           

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    Exhibits:

    


    
      	
                   
                Exhibit A

            	
              -

            	
              Form
                of
                Assignment and Assumption Agreement

            
	
              Exhibit
                B

            	
              -

            	
              Form
                of Bill
                of Sale

            
	
              Exhibit
                C

            	
              -

            	
              Forms
                of
                Deeds

            
	
              Exhibit
                D

            	
              -

            	
              Form
                of
                Purchaser’s Secured Promissory Note

            
	
              Exhibit
                E

            	
              -

            	
              Form
                of
                Security Agreement

            


    

    


    Schedules:

    


    
      	
              Schedule
                2.1

            	
              -

            	
              Purchased
                Assets

            
	
              Schedule
                2.4

            	
              -

            	
              Seller’s
                Pollution Control Revenue Bonds

            
	
              Schedule
                4.2

            	
              -

            	
              Seller
                Required Consents

            
	
              Schedule
                4.3

            	
              -

            	
              Title

            
	
              Schedule
                5.2

            	
              -

            	
              Purchaser
                Required Consents

            


    

    


    


    


    
      
        
           

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    PURCHASE
      AND SALE AGREEMENT

     

    THIS
      PURCHASE AND SALE AGREEMENT (this
      "Agreement")
      is made as of
      the 10th day of May, 2005, by and between Pennsylvania Power Company, a
      Pennsylvania corporation (the "Seller"),
      and FirstEnergy
      Generation Corp., an Ohio corporation (the "Purchaser").

     

    RECITALS

     

    WHEREAS,
      Seller is
      the owner all of the Purchased Assets (as defined herein);

     

    WHEREAS,
      Seller and
      Purchaser are parties to that certain Master Facility Lease (as defined herein),
      pursuant to which the Purchaser has an option, exercisable at any time, to
      purchase the Purchased Assets at the specified prices set forth in the Master
      Facility Lease; and

     

    WHEREAS,
      Purchaser
      now desires to exercise its option under the Master Facility Lease to purchase
      the Purchased Assets from Seller upon the terms and subject to the conditions
      set forth in this Agreement.

     

    NOW,
      THEREFORE, in
      consideration the premises, the mutual representations, warranties, covenants
      and agreements contained herein and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, and subject to the
      terms and conditions hereinafter set forth, intending to be legally bound
      thereby, the parties hereto hereby agree as follows:

     

    ARTICLE
      1

    DEFINITIONS

     

    Section
      1.1 
Defined
      Terms.
      Capitalized terms
      used in this Agreement or in any Schedule delivered pursuant hereto, or Exhibit
      attached hereto and not otherwise defined shall have the following:

     

    "Agreement"
      has the meaning
      set forth in the first paragraph of this Agreement.

     

    "Assignment
      and
      Assumption Agreement"
      means the
      Assignment and Assumption Agreement between Seller and Purchaser substantially
      in the form of Exhibit
      A
      hereto, to be delivered at Closing.

     

    "Assumed
      Liabilities"
      has the meaning
      set forth in Section 2.3.

     

    "Bill
      of
      Sale"
      means the Bill of
      Sale, substantially in the form of Exhibit
      B
      hereto, to be delivered at the Closing.

     

    "Closing"
      means the
      consummation of the transactions contemplated in this Agreement to occur on
      the
      Closing Date.

     

    "Closing
      Date"
      has the meaning
      set forth in Section 3.3

     

    
      
        
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    "Deeds"
      means the Deeds to
      be executed by the Seller substantially in the forms of Exhibit
      C
      hereto, to be delivered to Purchaser at the Closing.

     

    "Exhibit"
      means each Exhibit
      attached hereto.

     

    "Governmental
      Body"
      means any
      government, any state or other political subdivision thereof, any legislative,
      executive or judicial unit or instrumentality of any governmental entity or
      any
      department, commission, board, agency, bureau, official or other regulatory,
      administrative or judicial authority thereof, or any entity (including a court
      or self-regulatory organization) exercising executive, legislative, judicial,
      tax, regulatory or administrative functions of or pertaining to
      government.

     

    "Master
      Facility
      Lease"
      means that certain
      Master Facility Lease, dated as of January 1, 2001, between Ohio Edison Company,
      Seller, The Cleveland Electric Illuminating Company and the Toledo Edison
      Company, as lessors, and Purchaser, as lessee.

     

    "Permits"
      means all permits
      and licenses, franchises and other governmental authorizations, approvals,
      consents, orders, registrations, notices or other authorizations issued to,
      or
      required to be obtained or maintained by, Seller and necessary for the
      ownership, operation, maintenance or use of the Purchased Assets, including
      any
      amendment, modification, limitation, condition or renewal thereof.

     

    "Person"
      means any
      individual, corporation, partnership, limited liability company, firm,
      association, joint venture, joint stock company, trust, unincorporated
      organization or other entity, or any Governmental Body.

     

    "Purchase
      Price"
      has the meaning
      set forth in Section 2.2.

     

    "Purchased
      Assets"
      has the meaning
      set forth in Section 2.1

     

    "Purchaser"
      has the meaning
      set forth in the first paragraph of this Agreement.

     

    "Schedule"
      means each
      Schedule delivered pursuant hereto.

     

    "Secured
      Promissory Note"
      means the secured
      promissory note delivered by Purchaser to Seller in respect of the Purchase
      Price, substantially in the form of Exhibit
      D
      hereto, to be delivered at Closing.

     

    "Security
      Agreement"
      means the Security
      Agreement between Purchaser and Seller, substantially in the form of
Exhibit
      E
      hereto, to be delivered at Closing.

     

    "Seller"
      has the meaning
      set forth in the first paragraph of this Agreement.

     

    "Seller
      Required
      Consents"
      has the meaning
      set forth in Section 4.2.

     

    "Seller’s
      Indenture"
      means the
      Indenture, dated as of November 1, 1945, between Seller and The First National
      Bank of the City of New York (now Citibank, N.A.), as Trustee, as amended and
      supplemented.

     

    
      
        
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    Section
      1.2 
Other
      Definitional and Interpretive Matters.
      Unless
      otherwise
      expressly provided, for purposes of this Agreement, the following rules of
      interpretation shall apply:

     

    (a)    
      Any
      reference in this Agreement to gender shall include all genders, and words
      imparting the singular number only shall include the plural and vice
      versa.

     

    (b)    
      The
      provision of a Table of Contents, the division of this Agreement into Articles,
      Sections and other subdivisions and the insertion of headings are for
      convenience of reference only and shall not affect or be utilized in construing
      or interpreting this Agreement. Any reference in this Agreement to any "Section"
      is to the corresponding Section of this Agreement unless otherwise
      specified.

     

    (c)    
      The
      words such as "herein," "hereinafter," "hereof," and "hereunder" refer to this
      Agreement as a whole and not merely to a subdivision in which such words appear
      unless the context otherwise requires.

     

    (d)    
      The
      word "including" or any variation thereof means "including, without limitation"
      and shall not be construed to limit any general statement that it follows to
      the
      specific or similar items or matters immediately following it.

     

    (e)    
      The
      Schedules and Exhibits attached to this Agreement shall be construed with and
      as
      an integral part of this Agreement to the same extent as if the same had been
      set forth verbatim herein. Notwithstanding the foregoing, in the event a word
      or
      phrase defined in this Agreement is expressly given a different meaning in
      any
      Schedule or Exhibit, such different definition shall apply only to such Schedule
      or Exhibit defining such word or phrase independently, and the meaning given
      such word or phrase in this Agreement shall control for purposes of this
      Agreement, and such alternative meaning shall have no bearing or effect, on
      the
      interpretation of this Agreement.

     

    ARTICLE
      2

    PURCHASE
      AND SALE

     

    Section
      2.1 
Purchase
      and Sale.
      Upon the terms
      and subject to the conditions of this Agreement, on the Closing Date Seller
      shall grant, sell, transfer, assign, convey and deliver to Purchaser, and
      Purchaser shall purchase, acquire and accept from Seller, all of Seller’s right,
      title and interest in, to and under the Purchased Assets identified in
Schedule
      2.1.
      The Purchased
      Assets shall be sold, assigned, transferred and delivered free and clear of
      the
      lien of Seller’s Indenture.

     

    Section
      2.2 
Purchase
      Price.
      As consideration
      for the Purchased Assets and the assumption of liabilities and obligations
      hereunder and under the Assignment and Assumption Agreement, on the Closing
      Date, Purchaser shall deliver to Seller the Secured Promissory Note in the
      principal amount of $125,411,440, substantially in the form of Exhibit
      C
      hereto.
      The parties agree
      to adjust the Purchase Price as and to the extent necessary or appropriate,
      to
      reflect the value of any additional assets or liabilities Seller transfers
      to
      Purchaser hereunder.

     

    
      
        
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    Section
      2.3 
Assumed
      Liabilities. On
      the Closing
      Date, Purchaser shall deliver to Seller the Assignment and Assumption Agreement
      pursuant to which Purchaser shall assume and agree to discharge when due,
      without recourse to Seller, all of the liabilities and obligations of Seller,
      direct or indirect, known or unknown, absolute
      or contingent,
      which directly relate to the Purchased Assets and arise from Purchaser’s
      ownership thereof from and after the Closing Date (collectively, the
"Assumed
      Liabilities").
      Seller shall
      retain responsibility for all such liabilities and obligations which arise
      from
      Seller’s ownership of the Purchased Assets prior to the Closing Date and agrees
      to indemnify and hold harmless Purchaser from and against any and all
      liabilities, actions, claims, damages, costs and expenses which Purchaser may
      suffer or incur with respect to any liabilities or obligations related or
      associated with the Purchased Assets arising from Seller’s ownership thereof at
      any time prior to the Closing Date.

     

    Section
      2.4 
Seller’s
      Pollution Control Revenue Bonds.
      Purchaser agrees
      that upon Seller’s request, from time to time, either prior to or following the
      Closing Date, Purchaser will assume Seller’s liabilities and obligations with
      respect to the $63,472,167 aggregate principal amount (or any portion thereof)
      of outstanding pollution control revenue bonds as set forth on Schedule
      2.4
      to this Agreement
      ("Seller’s Pollution Control Bonds"). As and to the extent that Purchaser
      assumes such liabilities and obligations after the Closing, it shall result
      in a
      payment by Purchaser under the Secured Promissory Note as provided
      therein.

     

    Section
      2.5 
Further
      Assurances; Further Conveyances And Assumptions.
      From time to time,
      whether before, at or following the Closing Date, Seller and Purchaser shall,
      and shall cause their respective affiliates to, execute, acknowledge and deliver
      all such further instruments, agreements and other documents, and shall take
      such further actions as may be necessary or appropriate to assure fully to
      Purchaser and its successors or assigns, all of the properties, rights, titles
      and interests conveyed to Purchaser under this Agreement and to assure fully
      the
      assumption of the liabilities and obligations assumed by Purchaser under this
      Agreement, Seller’s Pollution Control Bonds and the Assignment and Assumption
      Agreement, and to otherwise make effective as promptly as practicable the
      transactions contemplated hereby and thereby.

     

    ARTICLE
      3

    CLOSING

     

    At
      the Closing, the
      following transactions shall take place:

     

    Section
      3.1 
Deliveries
      By Seller.
      On the Closing
      Date, Seller shall deliver, or shall cause to be delivered, to Purchaser the
      following:

     

    (a)    
      duly
      executed Bill of Sale;

     

    (b)    
      duly
      executed Deeds conveying the real property interests constituting each of the
      Purchased Assets listed on Schedule
      2.1
      hereto;

     

    (c)    
      evidence,
      reasonably satisfactory to Purchaser, of the obtaining of the Seller Required
      Consents, which consents will be in full force and effect on the Closing Date;
      and

     

    
      
        
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    (d)    
      all
      such other assignments and other instruments of assignment, transfer or
      conveyance, together with books and records related to the Purchased Assets,
      as
      Purchaser may reasonably request or as may be otherwise necessary or desirable
      to evidence and effect the sale, transfer, assignment, conveyance and delivery
      of the Purchased Assets to Purchaser and to put Purchaser in actual possession
      or control of the Purchased Assets.

     

    Section
      3.2 
Deliveries
      By Purchaser.
      On the Closing
      Date, Purchaser shall deliver, or shall cause to be delivered, to Seller the
      following:

     

    (a)    
      Purchaser’s
      Secured
      Promissory Note as provided in Section 2.2;

     

    (b)    
      duly
      executed Assignment and Assumption Agreement;

     

    (c)    
      duly
      executed Security Agreement; and

     

    (d)    
      all
      such other documents and instruments as Seller may reasonably request or as
      may
      be otherwise necessary or desirable to evidence and effect the acquisition
      by
      Purchaser of the Purchased Assets and the assumption by Purchaser of
(i)
      any of Seller’s
      Pollution Control Bonds assumed on or prior to the Closing pursuant to Section
      2.4 hereof, and (ii)
      the Assumed
      Liabilities.

     

    Section
      3.3 
Closing
      Date.
      The Closing shall
      take place as promptly as practicable following the date on which the last
      of
      the conditions specified in Article 7 to be satisfied or waived has
      been
      satisfied or waived, (the "Closing
      Date").

     

    Section
      3.4 
Contemporaneous
      Effectiveness.
      All acts and
      deliveries prescribed by this Article 3, regardless of chronological
      sequence, will be deemed to occur contemporaneously and simultaneously on the
      occurrence of the last act or delivery, and none of such acts or deliveries
      will
      be effective until the last of the same has occurred.

     

    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      hereby
      represents and warrants to Purchaser as follows:

     

    Section
      4.1 
Authorization;
      Binding Effect. 

     

    (a)    
      Seller
      has all requisite corporate power and authority to sell the Purchased Assets
      and
      enter into and deliver this Agreement, the Bill of Sale and any related
      agreements to which it will be a party and to perform its obligations hereunder
      and thereunder. The execution and delivery by Seller of this Agreement, the
      Bill
      of Sale and any related agreements to which it will be a party and its
      consummation of the transactions contemplated hereby and thereby have been
      duly
      authorized by all necessary corporate action of Seller.

     

    (b)    
      This
      Agreement has been duly executed and delivered by Seller and this Agreement
      is,
      and the Bill of Sale any related agreements to which Seller will be a party,
      when duly
      executed and delivered by Seller, will be, valid and legally binding obligations
      of Seller, enforceable against Seller in accordance with their respective
      terms.

     

    
      
        
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    Section
      4.2 
Consents. No
      Permit or
      consent from, approval, order or authorization of, or registration, declaration
      or filing with, any Person is required to be obtained by Seller in connection
      with its execution and delivery of this Agreement, the Bill of Sale or any
      related agreement or for the sale of the Purchased Assets and the consummation
      by Seller of the transactions contemplated hereby or thereby except for consents
      or approvals that are required to transfer or assign to Purchaser the Purchased
      Assets, Seller’s Pollution Control Bonds, the Assumed Liabilities or any other
      rights and obligations of Seller upon the terms and subject to the conditions
      of
      this Agreement that are set forth in Schedule 4.2
      (the "Seller
      Required
      Consents").

     

    Section
      4.3 
Title. Seller
      is the
      record owner of, and has good and valid title to, the Purchased Assets, and,
      except as set forth on Schedule
      4.3,
      has full power
      and authority to convey title to the Purchased Assets to Purchaser.

     

    Section
      4.4 
Permits.
      Seller owns,
      holds or possesses all Permits that are necessary to own the Purchased Assets,
      all of which are valid and in full force and effect. Seller is not in violation
      of or default under any such Permits in any material respect.

     

    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      hereby
      represents and warrants to Seller as follows:

     

    Section
      5.1 
Authorization;
      Binding Effect.

     

    (a)    
      Purchaser
      has all
      requisite corporate power and authority to purchase the Purchased Assets and
      enter into and deliver this Agreement, the Assignment and Assumption Agreement
      and any related agreements to which it will be a party and to perform its
      obligations hereunder and thereunder. The execution and delivery by Purchaser
      of
      this Agreement, the Assignment and Assumption Agreement and any related
      agreements to which it will be a party and its consummation of the transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      corporate action of Purchaser. 

     

    (b)    
      This
      Agreement has been duly executed and delivered by Purchaser and this Agreement
      is, and the Assignment and Assumption Agreement and any related agreements
      to
      which Purchaser will be a party, when duly executed and delivered by Purchaser,
      will be, valid and binding obligations of Purchaser, enforceable against
      Purchaser in accordance with their respective terms.

     

    Section
      5.2     Consents. No
      consent,
      approval, order or authorization of, or registration, declaration or filing
      with, any Person is required to be obtained by Purchaser in connection with
      its
      execution and delivery of this Agreement, the Assignment and Assumption
      Agreement or any related agreements or for the purchase of the Purchased Assets,
      the assumption of the Assumed Liabilities and the consummation by Purchaser
      of
      the transactions contemplated hereby or thereby, except for consents or
      approvals that are required to transfer or assign to Purchaser the Purchased
      Assets
      and Assumed Liabilities or any other rights and obligations of Purchaser upon
      the terms and subject to the Conditions of this Agreement that are as set forth
      in Schedule 5.2
      (the "Purchaser
      Required Consents").

     

    
      
        
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    ARTICLE
      6

    CERTAIN
      COVENANTS

     

    Section
      6.1 
Reasonable
      Commercial Efforts.
      Each party shall
      use all reasonable commercial efforts to take, or cause to be taken, all
      actions, and to do, or cause to be done, all things necessary, proper or
      advisable to consummate and make effective, in the most expeditious manner
      practicable, the transactions contemplated by this Agreement.

     

    ARTICLE
      7

    CONDITIONS
      PRECEDENT TO CLOSING

     

    Section
      7.1 
General
      Conditions.
      The respective
      obligations of Purchaser and Seller to effect the Closing of the transactions
      contemplated hereby are subject to the fulfillment, prior to or at the Closing,
      of each of the following conditions:

     

    (a)    
      No
      order of any governmental body, court or administrative agency shall be in
      effect that enjoins, restrains, conditions, makes illegal or otherwise prohibits
      consummation of the transactions contemplated by this Agreement, and there
      shall
      not be pending any suit, action or proceeding by any Governmental Body seeking
      to enjoin, restrain, condition, make illegal or otherwise prohibit consummation
      of the transactions contemplated by this Agreement.

     

    (b)    
      All
      other authorizations, consents, orders or approvals of, or expirations of
      waiting periods imposed by, any Governmental Body legally required for the
      consummation of the transactions contemplated hereby shall have been obtained
      or
      shall have occurred.

     

    Section
      7.2 
Conditions
      Precedent To Purchaser's Obligations.
      The obligations
      of Purchaser to effect the Closing of the transactions contemplated hereby
      are
      subject to the fulfillment, prior to or at the Closing, of each of the following
      conditions, any of which conditions may be waived by Purchaser in its sole
      discretion:

     

    (a)    
      The
      representations and warranties of Seller contained in this Agreement or in
      any
      Schedule, Exhibit or document delivered pursuant to the provisions hereof or
      in
      connection with the transactions contemplated hereby shall be true and correct
      in all material respects as though such representations and warranties were
      made
      at and as of the Closing Date.

     

    (b)    
      Seller
      shall have performed in all material respects all obligations and agreements
      and
      complied in all material respects with all covenants and conditions required
      by
      this Agreement to be performed or complied with by Seller, prior to or at the
      Closing, including executing and delivering or causing to be executed and
      delivered all of the items required by Section 3.1.

     

    (c)    
      All
      Seller Required Consents shall have been obtained or made and shall be in full
      force and effect as of the Closing Date.

     

     

    
      
        
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    Section
      7.3 
Conditions
      Precedent To Seller's Obligations.
      The obligations
      of Seller to effect the Closing of the transactions contemplated hereby are
      subject to the fulfillment, prior to or at the Closing, of each of the following
      conditions, any of which conditions may be waived by Seller in its sole
      discretion:

     

    (a)    
      The
      representations and warranties of Purchaser contained in this Agreement or
      in
      any Schedule, Exhibit or document delivered pursuant to the provisions hereof
      or
      in connection with the transactions contemplated hereby shall be true and
      correct in all material respects as though such representations and warranties
      were made at and as of the Closing Date.

     

    (b)    
      Purchaser
      shall
      have performed in all material respects all obligations and agreements and
      complied in all material respects with all covenants and conditions required
      by
      this Agreement to be performed or complied with by Purchaser, prior to or at
      the
      Closing, including executing and delivering or causing to be delivered the
      items
      required by Section 3.2.

     

    (c)    
      All
      Purchaser Required Consents shall have been obtained or made, and shall be
      in
      full force and effect as of the Closing Date.

     

     

    ARTICLE
      8

    TERMINATION,
      WAIVER,
      SURVIVAL
      AND AMENDMENT

     

    Section
      8.1 
Termination.
Seller
      and
      Purchaser may mutually agree to terminate this Agreement at any time prior
      to
      the Closing Date.

     

    Section
      8.2 
Waiver.
      Any term or
      condition hereof may be waived at any time prior to the Closing Date by the
      party hereto which is entitled to the benefits thereof. The failure of either
      party to enforce at any time any provision of this Agreement shall not be
      construed to be a waiver of such provision nor shall it in any way affect the
      validity of this Agreement or the right of such party thereafter to enforce
      each
      and every such provision. No waiver of any right in or breach of this Agreement
      shall be held to constitute a waiver of any other right or subsequent
      breach.

     

    Section
      8.3 
Survival.
      Purchaser’s
      representations and warranties in Article 5 hereof shall survive for a period
      of
      six months following the Closing Date. 

     

    Section
      8.4 
Amendment
      of Agreement.
      This Agreement
      may be amended at any time prior to the Closing Date by action of the parties
      hereto; provided, however, that such amendment shall not be effective unless
      it
      shall be evidenced by a written instrument duly executed on behalf of each
      party
      by its duly authorized officer or employee.

     

    ARTICLE
      9

    MISCELLANEOUS
      PROVISIONS

     

    Section
      9.1 
Notices.
      All notices and
      other communications hereunder shall be in writing and shall be deemed to have
      been duly given upon receipt if: (a) mailed by certified or registered
      mail, return receipt requested; (b) sent for overnight delivery by Federal
      Express or other
      express
      carrier, (c) sent via facsimile; or (d) delivered personally,
      addressed as follows or to such other address or addresses of which the
      respective party shall have notified the other.

     

     

    
      
        
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              If
                to
                Seller:

               

            	
              Pennsylvania
                Power Company

              c/o
                FirstEnergy Corp.

              76
                South Main
                Street

              Akron,
                Ohio
                44308

              Attn:
                President

              Facsimile:
                (330) 384-3875

               

            
	
              If
                to
                Purchaser:

               

            	
              FirstEnergy
                Generation Corp.

              c/o
                FirstEnergy Corp.

              76
                South Main
                Street

              Akron,
                Ohio
                44308

              Attn:
                President

              Facsimile:
                (330) 384-3875

               

            


    

    


    Section
      9.2 
Entire
      Agreement; Modification. The
      agreement of
      Seller and Purchaser, which consists of this Agreement, the Schedules and
      Exhibits hereto and the documents referred to herein, sets forth the entire
      agreement and understanding between the parties and supersedes any prior
      agreement or understanding, written or oral, relating to the subject matter
      of
      such agreements and schedules.

     

    Section
      9.3 
Assignment;
      Binding Effect; Severability.
      This Agreement
      may not be assigned by any party hereto without the other party's written
      consent. This Agreement shall be binding upon and inure to the benefit of and
      be
      enforceable by the successors and permitted assigns of each party hereto. The
      provisions of this Agreement are severable, and, in the event that any one
      or
      more provisions are deemed illegal or unenforceable, the
      parties shall
      promptly amend this Agreement as and to the extent necessary to preserve their
      underlying commercial agreement as contemplated hereby.

     

    Section
      9.4 
Governing
      Law.
      THIS AGREEMENT
      SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF OHIO AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY,
      CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.

     

    Section
      9.5 
Execution
      in Counterparts.
      This Agreement
      may be executed in two or more counterparts, each of which shall be deemed
      an
      original, but all of which together shall constitute one and the same
      instrument.

     

    


     

    


     

    (signature
      page
      follows)

     

    


    


    
      
        
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    IN
      WITNESS WHEREOF,
      the parties hereto have executed this Agreement as of the day and year first
      above written.

     

    
      	 	 	 
	 	   PENNSYLVANIA
              POWER COMPANY
	 
 	 
 	 
 
	 	 	By:
	 	
              
                

              

              Name:

              Title:

            
	 	 


    

     

    
      	 	 	 
	 	  
              FIRSTENERGY GENERATION CORP.
	 
 	 
 	 
 
	 	  	By:
	 	
              
                

                Name:

              Title:

            
	 	
            


    

     

     

     

     

    


    
      
        
           

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    EXHIBIT
      A

    


    Form
      of Assignment
      and Assumption Agreement

    


    


    
      
        
           

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    EXHIBIT
      B

    


    Form
      of Bill of
      Sale

    


    


    
      
        
           

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    EXHIBIT
      C

    


    Form
      of
      Deeds

    


    


    
      
        
           

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    EXHIBIT
      D

    


    Form
      of Purchaser’s
      Secured Promissory Note

    


    


    


    
      
        
           

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    EXHIBIT
      E

    


    Form
      of Security
      Agreement

    


    


    


    
      
        
           

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    SCHEDULE
      2.1

    


    Purchased
      Assets

    


    
      	
              1.

            	
              Seller’s
                33.5% undivided ownership interest in Unit No. 1 of the Bruce Mansfield
                Generating Station, Borough of Shippingport,
                Pennsylvania

            


    

     

    
      	
              2.

            	
              Seller’s
                9.36% undivided ownership interest in Unit No. 2 of the Bruce Mansfield
                Generating Station, Borough of Shippingport,
                Pennsylvania

            


    

     

    
      	
              3.

            	
              Seller’s
                6.28% undivided ownership interest in Unit No. 3 of the Bruce Mansfield
                Generating Station, Borough of Shippingport,
                Pennsylvania

            


    

     

    
      	
              4.

            	
              Seller’s
                20.8% undivided ownership interest in Unit No. 7 of the W. H. Sammis
                Generating Station, Village of Stratton,
                Ohio

            


    

     

    
      	
              5.

            	
              Seller’s
                14.00% undivided ownership interest in the 48 MW Edgewater Peaking
                Facility, Lorain, Ohio

            


    

     

    
      	
              6.

            	
              Seller’s
                14.40% undivided ownership interest in the 60 MW Mad River Peaking
                Facility, Springfield, Ohio

            


    

     

    
      	
              7.

            	
              Seller’s
                14.40% undivided ownership interest in R. E. Burger Plant Diesel
                Generators, Meade Township, Ohio

            


    

     

    
      	
              8.

            	
              Seller’s
                14.40% undivided ownership interest in W. H. Sammis Plant Diesel
                Generators, Village of Stratton,
                Ohio

            


    

     

    
      	
              9.

            	
              All
                of
                Seller’s right, title and interest in and to any and all contracts, fuel,
                spare parts, inventories, equipment, supplies and other assets associated
                with or necessary for the ownership or operation of the
                foregoing

            


    

     

    


    
      
        
           

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    SCHEDULE
      2.4

    


    Seller’s
      Pollution Control Revenue Bonds

    


    
      	
              Issuer

            	
              Bonds

            	
              Principal
                Amount

            
	
               

              Beaver
                County
                Industrial Development Authority

            	
              Pollution
                Control Revenue Refunding Bonds, Series 2001-A due 2021

            	
              $ 
                10,525,000

            
	
               

              Beaver
                County
                Industrial Development Authority

            	
              Exempt
                Facilities Revenue Bonds, 1998 Series A (Shippingport Project) due
                2028

            	
              $   
                1,733,896

            
	
              Beaver
                County
                Industrial Development Authority

            	
               

              Pollution
                Control Revenue Refunding Bonds, 5.45% 1993 Series A (Mansfield Project)
                due 2028

            	
              $  
                 6,950,000

            
	
              Beaver
                County
                Industrial Development Authority

            	
               

              Environmental
                Improvement Revenue Refunding Bonds, 5.45% 1993 Series A (Mansfield
                Project) due 2013

            	
              $  
                 1,000,000

            
	
               

              Lawrence
                County Industrial Development Authority

            	
              Pollution
                Control Revenue Refunding Bonds, Series 2001-A due 2017

            	
              $ 
                17,925,000

            
	
              Lawrence
                County Industrial Development Authority

            	
               

              Pollution
                Control Revenue Refunding Bonds, 5.45% 1993 Series A (New Castle
                Project)
                due 2017

            	
              $ 
                10,600,000

            
	
              Ohio
                Air
                Quality Development Authority

            	
               

              Pollution
                Control Revenue Refunding Bonds, Series 2002-A (New Castle Project)
                due
                2029

            	
              $ 
                14,500,000

            
	
              Ohio
                Water
                Development Authority

            	
               

              Pollution
                Control Revenue Refunding Bonds, 5.95% 1993 Series A (New Castle
                Project)
                due 2029

            	
              $  
                   238,271

            
	 	 	 
	 	
                          TOTAL:

            	
              $
                63,472,167

            


    

     

    
 

    
      
        
           

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    SCHEDULE
      4.2

    


    Seller
      Required
      Consents

    


    New
      York State
      Public Service Commission, Public Utilities Commission of Ohio and New Jersey
      Board of Public Utilities determinations under Section 32(c) of the Public
      Utility Holding Company Act.

     

    Pennsylvania
      Public
      Utility Commission approval of this Agreement under Section 2012 of the
      Pennsylvania Public Utility Code.

     

    Notice
      of Change of
      Status filed with the Federal Energy Regulatory Commission under Section 365.8
      of the Regulations under the Federal Power Act.

     

    Order
      of the
      Securities and Exchange Commission under the Public Utility Holding Company
      Act
      of 1935 authorizing Seller’s acquisition of Purchaser’s Secured Promissory
      Note.

     

    Release
      from lien
      of the Indenture dated as of November 1, 1945, between Seller and The First
      National Bank of the City of New York (now Citibank, N.A.), as Trustee, as
      supplemented and amended.

     

    Consents
      under the
      Reimbursement Agreements, each dated as of July 2, 1997, as heretofore extended,
      among Penn Power Company, various banks and JP Morgan Chase, as successor agent,
      supporting the following pollution control bonds: Ohio Air Quality Development
      Authority $4,500,000 State of Ohio Pollution Control Revenue Refunding Bonds,
      Series 1997 and Ohio Water Development Authority $5,800,000 State of Ohio
      Pollution Control Revenue Refunding Bonds, Series 1997.

     

    Consents
      of the
      issuer of Seller’s Pollution Control Bonds listed on Schedule
      2.4
      to the extent
      required for any assumption of such Bonds by the Purchaser on or prior to the
      Closing in accordance with Section 2.4 hereof and consents, if any, required
      of
      any insurer of such Bonds in respect of any such assumption. 

     

    


    
      
        
           

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    SCHEDULE
      4.3

     

    


    Title

    


    Security
      interests
      created by the Indenture dated as of November 1, 1945, between Seller and The
      First National Bank of the City of New York (now Citibank, N.A.), as Trustee,
      as
      supplemented and amended.

     

    


    
      
        
           

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    SCHEDULE
      5.2

    


    Purchaser
      Required Consents

    


    New
      York State
      Public Service Commission, Public Utilities Commission of Ohio and New Jersey
      Board of Public Utilities determinations under Section 32(c) of the Public
      Utility Holding Company Act.

     

    Notice
      of Change of
      Status filed with the Federal Energy Regulatory Commission under Section 365.8
      of the Regulations under the Federal Power Act.

     

    Release
      from lien
      of the Indenture dated as of November 1, 1945, between Seller and The First
      National Bank of the City of New York (now Citibank, N.A.), as Trustee, as
      supplemented and amended.

     

    Consents
      of the
      issuer of Seller’s Pollution Control Bonds listed on Schedule
      2.4
      to the extent
      required for any assumption of such Bonds by the Purchaser on or prior to the
      Closing in accordance with Section 2.4 hereof and consents, if any, required
      of
      any insurer of such Bonds in respect of any such assumption. 

     

     

    
      
        
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