Unassociated Document



Exhibit
10-11
[Execution Copy]



















































MASTER FACILITY LEASE 










Dated as of January 1, 2001







between










OHIO EDISON COMPANY

PENNSYLVANIA POWER COMPANY

THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY

THE TOLEDO EDISON COMPANY




Lessors










and










FIRSTENERGY GENERATION CORP.,




Lessee























































TABLE OF CONTENTS

 


	
       
		
       
      Page


	 Section 1.	 Definitions	 4
	 	 	
       

	
      Section 2.
	
      Lease of the Transferred Property; Term;
      Description....
	
        4

	 	
      (a) Lease of the Transferred Property
	
        4 

	 	
      (b) Term
	
        4

	 	
      (c) Description
	
        4

	 	 	 
	
      Section 3.
	
      Rent
	
        4

	 	
      (a) Rent
	
        4

	 	
      (b) Manner of Payment
	
        5

	 	 	 
	
      Section 4.
	
      Net Lease
	
        5

	 	 	 
	
      Section 5.
	
      Return of the Transferred Property
	
        6

	 	
      (a) Return of the Transferred Property
	
        6

	 	
      (b) Disposition Services
	
        6

	 	 	 
	
      Section 6.
	
      Warranty of the Lessors
	
        6

	 	
      (a) Quiet Enjoyment
	
        6

	 	
      (b) Disclaimer of Other Warranties
	
        6

	 	
      (c) Enforcement of Certain Warranties
	
        7

	 	 	 
	
      Section 7.
	
      Liens
	
        7

	 	 	 
	
      Section 8.
	
      Operation and Maintenance; Inspection; Capital
      Improvements
	
        7

	 	
      (a) Operation and Maintenance
	
        7

	 	
      (b) Inspection
	
        7

	 	
      (c) Capital Improvements
	
        7

	 	
      (d) Reports
	
        8

	 	
      (e) Title to Capital Improvements
	
        8

	 	 	 
	
      Section 9.
	
      Damage or Loss
	
        8

	 	
      (a) Damage or Loss
	
        8

	 	
      (b) Repair
	
        8

	 	
      (c) Application of Payments
	
        8

	 	
           (i) Other
Dispositions
	
        8

	 	 	 
	
      Section 10.
	
      Insurance 
	
        8

	 	
      (a) Required Insurance 
	
        8  

	 	
      (b) Permitted Insurance
	
        9

	 	 	 
	
      Section 11.
	
      Rights to Assign or Sublease
	
        9

	 	
      (a) Assignment or Sublease by the Lessee
	
      10

	 	 	 
	
      Section 12.
	
      Purchase Option
	
      10

	 	
      (a) Purchase Option 
	10
	 	
      (b) Purchase of the Transferred
	 
	 	
           Property; Payment,
    Etc.
	
      10

	 	 	 
	
      Section 13.
	
      Events of Default
	
      10

	  	 	 

























	 	 	 
	
      Section 14.
	
      Remedies
	
      11

	 	
      (a) Remedies
	
      11

	 	
      (b) No Release
	
      12

	 	
      (c) Remedies Cumulative
	
      12

	 	
      (d) Exercise of Other Rights or Remedies
	
      12

	 	 	 
	
      Section 15.
	
      Notices
	
      12

	 	 	 
	
      Section 16.
	
      Successors and Assigns
	
      13

	 	 	 
	
      Section 17.
	
      Right to Perform for Lessee
	
      14

	 	 	 
	
      Section 18.
	
      Amendments and Miscellaneous
	
      14

	 	
      (a) Amendments in Writing
	
      14

	 	
      (b) Survival
	
      14

	 	
      (c) Severability of Provisions
	
      14

	 	
      (d) True Lease
	
      14

	 	
      (e) Governing Law
	
      14

	 	
      (f) Headings
	
      14

	 	
      (g) Counterpart Execution
	
      14

	 	 	
      14

	
      Section 19
	
      Special Termination
	
      14









































MASTER FACILITY LEASE







This MASTER
FACILITY LEASE, dated as of January 1, 2001 between OHIO EDISON COMPANY, an Ohio
corporation (the åOE Lessoræ), PENNSYLVANIA POWER COMPANY, a Pennsylvania
corporation (the åPP Lessoræ), THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, an
Ohio corporation (the åCEI Lessoræ), THE TOLEDO EDISON COMPANY, an Ohio
corporation (the åTE Lessoræ) (collectively the åLessorsæ) and FIRSTENERGY
GENERATION CORP., an Ohio corporation (the åLesseeæ).







W I T N E S S E T H:







WHEREAS, the
Lessors own the Transferred Property in their individual capacity or as tenants
in common;




WHEREAS, the
Lessee desires to lease from the Lessors the Transferred Property on the terms
and conditions set forth herein; and




WHEREAS, the
Lessors are willing to lease the Transferred Property to the Lessee on the terms
and conditions set forth herein;




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




Section 1.   Definitions.




For purposes
hereof, capitalized terms used herein shall have the meanings assigned to such
terms in Appendix A hereto. References in this Master Facility Lease to
sections, paragraphs and clauses are to sections, paragraphs and clauses in this
Master Facility Lease unless otherwise indicated.





	
      Section 2.
	
      Lease of the Transferred Property; Term.








(a) Lease of the Transferred
Property. Upon the terms and subject to the conditions of this Master
Facility Lease, the Lessors hereby lease to the Lessee, and the Lessee hereby
leases from the Lessors, the Transferred Property.




(b) Term. The term of this Master
Facility Lease shall begin on the date hereof and shall end on the last day of
the Lease Term.

 

(c)
Description. The Transferred Property is scheduled on Exhibit A for OE
Lessor property, Exhibit B for PP Lessor property, Exhibit C for CEI Lessor
property and Exhibit D for TE Lessor property.

 

Section 3.   Rent.




(a) Rent. The Lessee shall pay to
the Lessors, as rent (herein referred to as åRentæ) for the Transferred
Property, on June 30, 2001, and on each December 31 and June 30 thereafter to
and including the last day of the Lease Term, payments as indicated on Exhibit A
for OE Lessor property, Exhibit B for PP Lessor property, Exhibit C for CEI
Lessor property and Exhibit D for TE Lessor property.




The Lessors
shall have all rights, powers, and remedies provided for in this Master Facility
Lease, at law, in equity or otherwise, in the case of non-payment of Rent.











4










(b) Manner of Payment. Each payment
of Rent under this Master Facility Lease shall be made on the date each such
payment shall be due and payable hereunder and shall be paid either to the
Lessors at their addresses determined in accordance with Section 17, or at such
other addresses as the Lessors may direct by notice in writing to the Lessee. If
the date on which any payment of Rent is due hereunder shall not be a Business
Day, the payment otherwise due thereon shall be due and payable on the next
Business Day, with the same force and effect as if paid on the nominal date
provided in this Master Facility Lease.




Section 4.   Net Lease.




This Master
Facility Lease (as originally executed and as modified, supplemented and amended
from time to time) is a net lease and the Lessee hereby acknowledges and agrees
that the Lessee’s obligation to pay all Rent hereunder, and the right of the
Lessors in and to such Rent, shall be absolute, unconditional and irrevocable
and shall not be affected by any circumstances of any character, including,
without limitation, (i) any set-off, abatement, counterclaim, suspension,
recoupment, reduction, rescission, defense or other right or claim which the
Lessee may have against any of the Lessors, any vendor or manufacturer of any
equipment or assets included in the Transferred Property, any Capital
Improvement, or any other Person for any reason whatsoever, (ii) any defect in
or failure of the title, merchantability, condition, design, compliance with
specifications, operation or fitness for use of all or any part of the
Transferred Property or any Capital Improvement, (iii) any damage to, or
removal, abandonment, shutdown, salvage, scrapping, requisition, taking,
condemnation, loss, theft or destruction of all or any part of the Transferred
Property, any Capital Improvement, or any interference, interruption or
cessation in the use or possession thereof or of the Transferred Property by the
Lessee or by any other for any reason whatsoever or of whatever duration, (iv)
any restriction, prevention or curtailment of or interference with any use of
all or any part of the Transferred Property, or any Capital Improvement, (v) any
insolvency, bankruptcy, reorganization or similar proceeding by or against the
Lessee, the Lessors, or any other Person, (vi) the invalidity, illegality or
unenforceability of this Master Facility Lease or any other instrument referred
to herein or any other infirmity herein or therein or any lack of right, power
or authority of the Lessors, the Lessee or any other Person to enter into this
Master Facility Lease or any other instrument referred to herein or to perform
the obligations thereunder or the transactions contemplated thereby or any
doctrine of force majeure, impossibility, frustration, failure of consideration,
or any similar legal or equitable doctrine that the Lessee’s obligation to pay
Rent is excused because the Lessee has not received or will not receive the
benefit for which the Lessee bargained, it being the intent of the Lessee to
assume all risks from all causes whatsoever that the Lessee does not receive
such benefit, (vii) the breach or failure of any warranty or representation made
in this Master Facility Lease or any instrument referred to herein by the Lessor
or any other Person, (viii) any amendment or other change of, or any assignment
of rights under this Master Facility Lease or any instrument referred to herein,
or any waiver, action or inaction under or in respect of this Master Facility
Lease or any instrument referred to herein or any exercise or nonexercise of any
right or remedy under this Master Facility Lease or any instrument referred to
herein, including, without limitation, the exercise of any foreclosure or other
remedy under this Master Facility Lease, any Capital Improvement, the
Transferred Property, or any part thereof or any interest therein, or (ix) any
other circumstance or happening whatsoever whether or not similar to any of the
foregoing. The Lessee acknowledges that by conveying the leasehold estate
created by this Master Facility Lease to the Lessee and by putting the Lessee in
possession of the Transferred Property the Lessors have performed all of the
Lessors’ obligations under and in respect of this Master Facility Lease, except
the covenant contained in Section 6(a). The Lessee hereby waives, to the extent
permitted by Applicable Law, any and all rights, which it may now have or which
at any time hereafter may be conferred upon it, by statute or otherwise, to
terminate, cancel, quit or surrender this Master Facility Lease or to effect or
claim any diminution or reduction of Rent payable by the Lessee hereunder,
except in accordance with the express terms hereof. Each payment of Rent made by
the Lessee hereunder shall be final and the Lessee shall not seek or have any
right to recover all or any part of such payment from the Lessors or any other
Person for any reason whatsoever. All covenants, agreements and undertakings of
the Lessee herein shall be performed at its cost, expense and risk unless
expressly otherwise stated. Without limiting the generality of this Section 4,
the Lessee will reimburse the Lessors for any insurance and property taxes that
may be paid by the Lessors with respect to the Transferred 








5










Property and for any expenses, including attorney fees,
incurred by the Lessors in challenging the imposition of any such property
taxes. Nothing in this Section 4 or elsewhere shall be construed as a guaranty
by the Lessee of any residual value in the Transferred Property.




Section 5.   Return of the Transferred
Property.




(a) Return of the Transferred
Property. Unless the Lessee has theretofore acquired the Transferred
Property as provided in Section 12, on the Lease Termination Date, the Lessee
will surrender possession of the Transferred Property to the Lessors. At the
time of such return the Lessee shall pay or have paid all amounts due and
payable, or to become due and payable, which are allocable or chargeable
(whether or not payable during or after the Lease Term) to the Transferred
Property in respect of any period or periods ending on or prior to the Lease
Termination Date (including, but without limitation, all amounts payable with
respect to any and all Capital Improvements paid by the Lessors relating to the
Transferred Property prior to the end of the Lease Term), and the Transferred
Property shall be free and clear of all Liens (other than Permitted Liens) and
in the condition and state of repair required by Section 8.




(b) Disposition Services. The
Lessee agrees that if it does not exercise its Option to purchase as provided in
Section 12, then the Lessee will fully cooperate with the Lessors in connection
with the Lessors’ efforts to lease or dispose of the Transferred Property
including using the Lessee’s reasonable efforts to lease or dispose of the
Transferred Property. The Lessors agree to reimburse the Lessee for reasonable
out-of-pocket costs and expenses of the Lessee incurred at the request of the
Lessors in connection with such cooperation and such efforts, but only to the
extent of proceeds actually received by the Lessors.




Section 6.    Warranty of the
Lessors.




(a) Quiet Enjoyment. Subject to
Section 19, the Lessors warrant that unless an Event of Default has
occurred and is continuing the Lessee’s use and possession of the Undivided
Interests in the Transferred Property in accordance with the terms hereof shall
not be interrupted by the Lessors or any Person claiming by, through or under
the Lessors and their respective successors and assigns (other than as provided
for with respect to the Permitted Liens)




(b) Disclaimer of Other Warranties.
The warranty set forth in Section 6 (a) is in lieu of all other warranties of
the Lessors, whether written, oral or implied, with respect to this Master
Facility Lease, any Capital Improvement, or the Transferred Property. As between
the Lessors and the Lessee, execution by the Lessee of this Master Facility
Lease shall be conclusive proof of the compliance of the Transferred Property
(including any Capital Improvement) with all requirements of this Master
Facility Lease, and the Lessee acknowledges and agrees that (i) THE LESSORS ARE
NOT MANUFACTURERS OR DEALERS IN PROPERTY OF SUCH KIND, (ii) THE LESSORS LEASE
AND THE LESSEE TAKES THE TRANSFERRED PROPERTY, AND SHALL TAKE ANY APPLICABLE
CAPITAL IMPROVEMENT AND ANY PART THEREOF, AND (iii) THE LESSORS SHALL NOT BE
DEEMED TO HAVE MADE, AND THE LESSORS DISCLAIM, ANY OTHER REPRESENTATION OR
WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE TRANSFERRED PROPERTY, ANY
CAPITAL IMPROVEMENT, THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY
PARTICULAR PURPOSE, TITLE TO THE TRANSFERRED PROPERTY, ANY CAPITAL IMPROVEMENT,
THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO
SPECIFICATIONS, FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT OR THE ABSENCE OF
ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, NOR SHALL THE LESSORS
BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LIABILITY IN TORT,
STRICT OR OTHERWISE), it being agreed that all such risks, as between the
Lessors and the Lessee, are to be borne by the Lessee. The provisions of this
Section 6(b) have been negotiated, and, except to the extent otherwise expressly
provided in Section 6(a), the foregoing provisions are intended to be a complete
exclusion and negation of any representations or warranties by the Lessors,
express or implied, 








6










with respect to the Transferred Property (including any
Capital Improvement), that may arise pursuant to any law now or hereafter in
effect, or otherwise.




(c) Enforcement of Certain
Warranties. The Lessors authorize the Lessee (directly or through agents),
at the Lessee’s expense, to assert for the Lessors’ accounts, during the Lease
Term, all of the Lessors’ rights (if any) under any applicable warranty and any
other claims (under this Master Facility Lease) that the Lessee or the Lessors
may have against any vendor or manufacturer with respect to the Transferred
Property (including any Capital Improvement), and the Lessors agree to
cooperate, at the Lessee’s expense, with the Lessee and any Agent in asserting
such rights.




Section 7.   Liens.




The Lessee
will not directly or indirectly create, incur, assume or permit to exist any
Lien except Permitted Liens on or with respect to the Transferred Property, the
Lessors’ respective title thereto or any interest of the Lessors or Lessee
therein (and the Lessee will promptly, at its own expense, take such action as
may be necessary duly to discharge any such Lien, except Permitted Liens).




Section 8.   Operation and Maintenance;
Inspection; Capital Improvements.




(a) Operation and Maintenance. The
Lessee shall have unrestricted access to the Transferred Property and will (A)
maintain the Transferred Property in such condition that the Transferred
Property will have the capacity and functional ability to perform, on a
continuing basis (ordinary wear and tear excepted), in normal commercial
operation, the functions and substantially at the ratings for which it was
designed, (B) operate, service, maintain and repair the Transferred Property and
replace all necessary or useful parts and components thereof so that the
condition and operating efficiency will be maintained and preserved, ordinary
wear and tear excepted, in all material respects in accordance with (1) Good
Utility Practice for items of similar size and nature, (2) such operating
standards as shall be required to take advantage of and enforce all available
warranties and (3) the terms and conditions of all insurance policies maintained
in effect at any time with respect thereto, and (C) use, possess, operate and
maintain the Transferred Property in compliance with all Mortgage Requirements
and with all material applicable Governmental Actions (including any applicable
License) affecting the Transferred Property or the use, possession, operation
and maintenance thereof. The Lessee will comply with all its obligations under
Applicable Law affecting the Transferred Property, and the use, operation and
maintenance thereof. As between the Lessors and the Lessee, the Lessors shall
not be obliged in any way to maintain, alter, repair, rebuild or replace the
Transferred Property or any part thereof, or to pay the cost of alteration,
rebuilding, replacement, repair or maintenance of the Transferred Property or
any part thereof, and the Lessee expressly waives the right to perform any such
action at the expense of the Lessors pursuant to any law at any time in
effect.




(b) Inspection. The Lessors (or
authorized representatives with appropriate security clearance, if necessary)
shall have the right to inspect the Transferred Property (subject, in each
event, to Applicable Law, applicable confidentiality undertakings which have
been established and established procedures) at their expense. The Lessors shall
not have any duty whatsoever to make any inspection, or inquiry referred to in
this Section 8 (b) and shall not incur any liability or obligation by reason of
not making any such inspection or inquiry.




(c) Capital Improvements. The
Lessee shall, at its sole expense, promptly participate in the making of any
required Capital Improvement to the Transferred Property. The interests of the
Lessors in Transferred Property at any time removed shall continue, no matter
where located, until such time as a Capital Improvement constituting a
replacement of such property shall have been installed or such removed property
has been disposed of. Simultaneously with such disposition, title to the removed
property shall vest in the Person receiving such property, and upon the release
of the Permitted Liens if necessary, free and clear of any and all claims or
rights of the Lessors. Upon the incorporation of a Capital Improvement which
constitutes a replacement of Transferred Property without further act, (i) title
to such Capital Improvement shall vest in the Lessors in the same proportion as
their title to the property replaced and (ii) such Capital Improvement shall
become subject to this Master Facility Lease and be 








7










deemed to be part of the Transferred Property for all
purposes hereof. The Lessee warrants and agrees that the Lessors’ interest in
all Capital Improvements shall be free and clear of all Liens, except Permitted
Liens.




(d) Reports. To the extent
permissible, the Lessee shall prepare and file in a timely fashion, or where the
Lessors shall be required to file, the Lessee shall prepare or cause to be
prepared and deliver to the Lessors within a reasonable time prior to the date
for filing, any reports with respect to the Transferred Property or the
condition or operation thereof that shall be required to be filed with any
Governmental Authority or because of a Mortgage Requirement.




(e) Title to Capital Improvements.
Except as set forth in Section 8(c), title to each Capital Improvement shall
vest in Lessors in proportion to their ownership of the Transferred Property to
which the Capital Improvement relates and such Capital Improvements shall be
deemed to be part of the Transferred Property.




Section 9.   Damage or Loss.




(a) Damage or Loss. In the event
that the Transferred Property or any substantial part thereof shall suffer
destruction, damage, loss, condemnation, confiscation, theft or seizure for any
reason whatsoever, such fact shall promptly, and in any case within five
Business Days after such event, be reported by the Lessee to the Lessors.




(b) Repair. The Lessee shall
promptly make any and all payments required of the Lessee relating to damage or
destruction or the like to the Transferred Property or any portion
thereof.




(c) Application of Payments.
Payments received (considering as part of such amount received any amount which
was set off or deducted therefrom as a result of a claim by any Person against
the Lessee) at any time by the Lessors or the Lessee (other than insurance
placed by the Lessors pursuant to Section 10(b)) from any insurer or other
Person with respect to any destruction, damage, loss, condemnation,
confiscation, theft seizure of or requisition of title to the Undivided
Interests in the Transferred Property or any part thereof, shall be applied
first as required by any Mortgage Requirements, second, to
reimburse the Lessee for all amounts expended by it pursuant to Section 9(b) and
third, the balance, if any, of such payments shall, in the case of
payments from insurance carried by or on behalf of the Lessee, be paid to the
Lessee or, in the case of other payments, be divided between the Lessors and the
Lessee as their interests may appear.




(d) Other Dispositions.
Notwithstanding the foregoing provisions of this Section 9, if a Default or an
Event of Default shall have occurred and be continuing, any amount that would
otherwise be payable to or for the account of, or that would otherwise be
retained by, the Lessee pursuant to Section 10 or this Section 9 shall be paid
to the Lessors as security for the obligations of the Lessee under this Master
Facility Lease and, at such time thereafter as no Default or Event of Default
shall be continuing, such amount shall be paid promptly to the Lessee unless
this Facility Lease shall have theretofore been declared to be in default, in
which event such amount shall be disposed of in accordance with the provision
hereof.




Section 10.  Insurance.




(a) Required Insurance. The Lessee
will cause the carrying and maintenance of at least the following insurance
coverage, or proof of self-insurance, with respect to the in the Transferred
Property with insurers of recognized responsibility, in such form as shall be
satisfactory to the Lessors. At Lessors’ option, Lessors may obtain or maintain
insurance coverage as set forth herein, and Lessee shall reimburse Lessors for
all insurance premiums paid by Lessors.











8










(1) Types
of Insurance.




(i) The Lessee shall maintain ‘all risk’ property insurance covering
physical loss with respect to the Transferred Property in such amounts and with
such other terms as are required by or are in accordance with Good Utility
Practice, but in no event shall such amounts be less than the estimated maximum
probable loss in respect of such property. Any insurance carried in accordance
with this Section 10(a)(1)(i) shall be endorsed to provide that:




(A) losses shall be adjusted and paid as
provided in Section 10(a)(2); and





	
      
	
      (B)
	
      the Lessors are included as an additional insured, as their
      interests may appear (any obligation imposed upon the insured (including
      without limitation the liability to pay premiums) shall be the sole
      obligation of the Lessee and not that of the
Lessors).




 

           
(ii) The Lessee shall maintain bodily injury and property damage liability
insurance (including product liability, completed operations and personal
injury   insurance) covering claims arising out of the ownership,
operation, maintenance, condition or use of the Transferred Property. The amount
and other terms of such insurance shall be in accordance with Good Utility
Practice. Any insurance carried in accordance with this Section 10(a)(1)(ii)
shall be endorsed as provided in paragraph (B) of Section 10(a)(1)(i).




(2) Proceeds.




All insurance
proceeds paid in respect of or pursuant to paragraphs (1) above shall (i)
be applied as provided in Section 9(c) or (d), as the case may be, and (ii) be
adjusted with the insurance companies or otherwise collected, including the
filing of appropriate proceedings; subject, however, to any
priority allocations of such proceeds to decontamination and debris removal set
forth in the insurance policies or required under Applicable Law.




(b) Permitted Insurance. Nothing in
this Section 10 shall prohibit the Lessee from placing at its expense insurance
on or with respect to the cost of purchasing replacement power, naming the
Lessee as insured and/or loss payee, unless such insurance would conflict with
or otherwise limit the availability of insurance to be provided or maintained in
accordance with Section 10(a). Nothing in this Section 10 shall prohibit the
Lessors from placing at their expense other insurance on or with respect to the
Transferred Property or the operation of the Transferred Property, naming the
Lessors as insured and/or loss payees unless such insurance would conflict with
or otherwise limit the insurance to be provided or maintained in accordance with
Section 10(a).




Section 11.  Rights to Assign or Sublease.




(a) Assignment or Sublease by the
Lessee. Without the prior written consent of the Lessors, the Lessee shall
not assign, sublease, transfer or encumber (except for Permitted Liens) its
leasehold interest in the Transferred Property under this Master Facility Lease.
The Lessee shall not, without the prior written consent of the Lessors, part
with the possession of, or suffer or allow to pass out of its possession, the
Transferred Property, or any interest therein, except as expressly permitted by
the provisions of this Master Facility Lease.




Section 12.   Purchase Option.




(a) Purchase Option. Provided that
no Default or Event of Default shall have occurred and be continuing, the Lessee
shall have the right at any time to purchase the portions of the Transferred
Property listed on Exhibits A, B, C and D for a purchase price for such
portion equal to the amounts shown on Exhibit A for OE Lessor property, Exhibit
B for PP Lessor property, Exhibit C for CEI Lessor property and Exhibit D for TE
Lessor property.











9










(b) Purchase of the Transferred
Property; Payment, Etc. If the Lessee shall have elected to purchase any
portion of the Transferred Property pursuant to Section 12(a), payment by the
Lessee of the purchase price therefor may be made either in immediately
available funds or by executing a promissory note, secured by a lien on such
portion of the Transferred Property, payable to the respective Lessors,
whereupon the Lessors shall transfer the appropriate portion of Transferred
Property to the Lessee.




Section 13.  Events of Default.




The term
“Event of Default” wherever used herein, shall mean any of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary, or come about or be effected by operation of law, or
be pursuant to or in compliance with any Applicable Law or Governmental
Action):




(i) the
Lessee shall fail to make, or cause to be made, any payment of Rent within 5
Business Days after the same shall become due; or




(ii) the
Lessee shall fail to perform or observe any covenant, condition or agreement to
be performed or observed by it under Section 7 or 11 of this Master Facility
Lease; or 




(iii) the
Lessee shall fail to perform its agreements set forth in Section 5(a) hereof;
or




(iv) the
Lessee shall fail to perform or observe any covenant, condition, or agreement
(other than those referred to in clauses (i) through (iii) above) to be
performed or observed by it under this Master Facility Lease, and such failure
shall continue for a period of 30 days after there shall have been given to the
Lessee by the Lessors a notice specifying such failure and requiring it to be
remedied; or




(v) any
representation or warranty made by the Lessee in this Master Facility Lease or
any agreement, document or certificate delivered by the Lessee in connection
herewith shall prove to have been incorrect in any material respect when such
representation or warranty was made or given and shall remain material and
materially incorrect at the time in question; or




(vi) the
Lessee shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall consent
to any such relief or to the appointment of or taking of possession by any such
official in an involuntary case or other proceeding commenced against it, or
shall make a general assignment for the benefit of creditors, or shall take any
corporate action to authorize any of the foregoing; or an involuntary case or
other proceeding shall be commenced against the Lessee seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed or unstayed for a
period of 60 consecutive days; or 




(vii) final judgment for the payment of
money in excess of $50,000,000 shall be rendered against the Lessee and the
Lessee shall not have discharged the same or provided for its discharge in
accordance with its terms or bonded the same or procured a stay of execution
thereof within 60 days from the entry thereof; or




(viii) (1) the Lessee shall fail to pay
where due (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise any Debt if the principal amount (or equivalent) thereof is
greater than $50,000,000, and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument relating to such
Debt, or (2) any other default under any agreement or instrument relating to any
such Debt, or any other event, shall occur and shall continue 








10










after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such default or event is to accelerate
the maturity of such Debt.




Section 14.  Remedies.




(a) Remedies. Upon the occurrence
of any Event of Default and so long as the same shall be continuing, the Lessors
may, to the extent permitted by Applicable Law, exercise one or more of the
following remedies, except as hereinbelow expressly otherwise set forth, as the
Lessors in their sole discretion shall elect:




(i) the
Lessors may declare this Master Facility Lease to be in default by written
notice to such effect given to the Lessee, or may, by notice to the Lessee,
rescind or terminate this Master Facility Lease;




(ii) the
Lessors may (x) demand that the Lessee, and thereupon the Lessee shall, return
possession of the Transferred Property promptly to the Lessors in the manner and
condition required by, and otherwise in accordance with the provisions of, this
Master Facility Lease as if the Transferred Property were being returned at the
end of the Lease Term and the Lessors shall not be liable for the reimbursement
of the Lessee for any costs and expenses incurred by the Lessee in connection
therewith and (y) enter upon the applicable site of the Transferred Property and
take immediate possession of (to the exclusion of the Lessee) the Transferred
Property, by summary proceedings or otherwise, all without liability to the
Lessee for or by reason of such entry or taking of possession, whether for the
restoration of damage to property caused by such taking or otherwise;




(iii) the
Lessors may sell the Transferred Property or any part thereof, at public or
private sale, as the Lessors may determine, free and clear of any rights of the
Lessee in the Transferred Property and without any duty to account to the Lessee
with respect to such action or inaction or any proceeds with respect thereto, in
which event the Lessee’s obligation to pay Rent hereunder for periods commencing
after the date of such sale shall be terminated;




(iv) the
Lessors may hold, keep idle or lease to others all or any part of the
Transferred Property, as the Lessors in their sole discretion may determine,
free and clear of any rights of the Lessee and without any duty to account to
the Lessee with respect to such action or inaction or for any proceeds with
respect to such action or inaction, except that the Lessee’s obligation to pay
Rent for periods commencing after the Lessee shall have been deprived of use of
the Transferred Property pursuant to this clause (iv) shall be reduced by an
amount equal to the net proceeds, if any, received by the Lessors from leasing
the Transferred Property to any Person other than the Lessee for the same
periods or any portion thereof; or




(v) the
Lessors may exercise any other right or remedy that may be available to them
under any Applicable Law or proceed by appropriate court action to enforce the
terms hereof or to recover damages for the breach hereof.




(b) No
Release. No rescission or termination of this Master Facility Lease, in
whole or in part, or repossession of the Transferred Property or exercise of any
remedy under paragraph (a) of this Section 14 shall, except as specifically
provided therein, relieve the Lessee of any of its liabilities and obligations
hereunder. In addition, the Lessee shall be liable, except as otherwise provided
above, for any and all unpaid Rent due hereunder before, after or during the
exercise of any of the foregoing remedies, including all reasonable legal fees
and the costs and expenses incurred by the Lessors by reason of the occurrence
of any Event of Default or the exercise of the Lessors’ remedies with respect
thereto. At any sale of the Transferred Property, or any part thereof pursuant
to this Section 14, the Lessors may bid for and purchase such property.











11










(c) Remedies Cumulative. Except as
expressly set forth therein, no remedy under paragraph (a) of this Section 14 is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy provided under such paragraph (a) or otherwise available to the
Lessors at law or in equity. No express or implied waiver by the Lessors of any
Default or Event of Default hereunder shall in any way be, or be construed to
be, a waiver of any future or subsequent Default or Event of Default. The
failure or delay of the Lessors in exercising any right granted it hereunder
upon any occurrence of any of the contingencies set forth herein shall not
constitute a waiver of any such right upon the continuation or recurrence of any
such contingencies or similar contingencies and any single or partial exercise
of any particular right by the Lessors shall not exhaust the same or constitute
a waiver of any other right provided herein. To the extent permitted by
Applicable Law, the Lessee hereby waives any rights now or hereafter conferred
by statute or otherwise which may require the Lessors to sell, lease or
otherwise use the Transferred Property in mitigation of the Lessors’ damages as
set forth in paragraph (a) of this Section 14 or which may otherwise limit or
modify any of the Lessors’ rights and remedies provided in this Section
14.




(d) Exercise of Other Rights or
Remedies. In addition to all other rights and remedies provided in this
Section 14, the Lessors may exercise any other right or remedy that may be
available to it under Applicable Law or proceed by appropriate court action to
enforce the terms hereof or to recover damages for the breach hereof.




Section 15.  Notices.




All
communications and notices provided for in this Master Facility Lease shall be
in writing and shall be given in person or by means of telex, fax, or other wire
transmission, or mailed by registered or certified mail, addressed as follows.
All such communications and notices given in such manner shall be effective on
the date of receipt of such communication or notice.




(i)       If to
Lessors, to:




OHIO EDISON COMPANY

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308




Telephone: 330-384-5100

Fax:  330-384-3866




Attention: Corporate Secretary




PENNSYLVANIA POWER COMPANY

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308




Telephone: 330-384-5100

Fax:  330-384-3866




Attention: Corporate Secretary







THE CLEVELAND ELECTRIC ILLUMINATING
COMPANY

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308




Telephone: 330-384-5100








12










Fax:  330-384-3866




Attention: Corporate Secretary







THE TOLEDO EDISON COMPANY

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308




Telephone: 330-384-5100

Fax:  330-384-3866

                                 
 Attention: Corporate Secretary

 

                              (ii)
 If to Lessee, to:




FIRSTENERGY GENERATION CORP.

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308




Telephone: 330-384-5100

Telecopier: 330-384-3866




Attention: Corporate Secretary







Section 16.  Successors and Assigns.




This Master
Facility Lease, including all agreements, covenants, indemnities,
representations and warranties, shall be binding upon and inure to the benefit
of the Lessors and their successors and permitted assigns, and the Lessee and
its successors and, to the extent permitted hereby, assigns.

 

Section 17.  Right to Perform for Lessee.




If the Lessee
shall fail to make any payment of Rent to be made by it, or shall fail to
perform or comply with any of its other agreements contained herein, the Lessors
may, but shall not be obligated to, to the extent not prohibited by Applicable
Law, tender such payment, or to the extent not prohibited by Applicable Law,
effect such performance or compliance, and the amount of such payment, and the
amount of all costs and expenses (including, without limitation, attorneys and
other professionals fees and expenses) of the Lessors incurred in connection
with such payment or in effecting such performance or compliance, together with
interest thereon at the Prime Rate plus two percent (2%), shall be deemed
additional Rent payable on demand.




Section 18.  Amendments and Miscellaneous.




(a) Amendments in Writing. The
terms of this Master Facility Lease may not be waived, altered, modified,
amended, supplemented or terminated in any manner whatsoever except by written
instrument signed by the Lessors and the Lessee.




(b) Survival. (a) All indemnities,
representations and warranties contained in this Master Facility Lease and in
any agreement, document or certificate delivered pursuant hereto or in
connection herewith shall survive, and continue in effect following, the
execution and delivery of this Master Facility Lease and the expiration or other
termination of this Master Facility Lease.











13










(2) The obligations of the Lessee under
Sections 5, 14 and 17 hereof shall survive the expiration or termination of this
Master Facility Lease. The extension of any applicable statute of limitations by
the Lessors or the Lessee shall not affect such survival.




(c) Severability of Provisions. Any
provision of this Master Facility Lease which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
thereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by Applicable Law, the Lessee hereby waives any
provision of law which renders any provision hereof prohibited or unenforceable
in any respect.




(d) True Lease. This Master
Facility Lease is intended as, and shall constitute, an agreement of lease and
nothing herein shall be construed as conveying to the Lessee any right, title or
interest in or to the Transferred Property except as lessee only.




(e) Governing Law. This Master
Facility Lease shall be governed by and construed in accordance with the law of
the State of Ohio.




(f) Headings. The division of this
Master Facility Lease into sections, the provision of a table of contents and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Master Facility Lease.

 

                 
(g) Counterpart Execution. This Master Facility Lease may be executed in
any number of counterparts and by each of the parties hereto or thereto on
separate counterparts, all such counterparts together constituting but one and
the same instrument.

 

Section 19.  Special Termination.  This Master Lease may
be terminated at any time with respect to Affected Property by the Company or by
the trustee under the applicable Mortgage, or by a purchaser who acquires the
Affected Property as a result of the exercise of remedies provided for under the
applicable Mortgage in connection with a default thereunder.




































IN WITNESS
WHEREOF, each of the parties hereto has caused this Master Facility Lease to be
duly executed in Akron, Ohio, as of December 29, 2000 by an officer thereunto
duly authorized.


	 	 	 
	
      Signed and
      acknowledged by FirstEnergy 

      Generation
      Corp, in the presence of: 
	FIRSTENERGY
      GENERATION CORP.
	 
 	
       

      By:
	 
 
	
      
      

       

       
	  	
      

               Arthur R. Garfield
                 
      President

	
      

            	
          

	 	   




 


		 	 
	
      Signed and
      acknowledged by FirstEnergy 

      Generation
      Corp, in the presence of: 
	OHIO EDISON
      COMPANY
	 
 	
       

      By:
	 
 
	
      
      

      

       
	  	
      

            H. Peter Burg
                 
      President

	
      

           	
         

	 	   



 



		 	 
	
      Signed and
      acknowledged by FirstEnergy 

      Generation
      Corp, in the presence of: 
	PENNSYLVANIA
      POWER COMPANY
	 
 	
       

      By:
	 
 
	
      
      

      

       
	  	
      

            H. Peter Burg
                 
      Chairman of the Board

	
      

           	
         

	 	   



 



		 	 
	
      Signed and
      acknowledged by FirstEnergy 

      Generation
      Corp, in the presence of: 
	THE CLEVELAND
      ELECTRIC ILLUMINATING COMPANY
	 
 	
       

      By:
	 
 
	
      
      

       

       
	  	
      

            H. Peter
      Burg 
                 
      President

	
      

            	
         

	 	   



 


		 	 
	
      Signed and
      acknowledged by FirstEnergy 

      Generation
      Corp, in the presence of: 
	THE TOLEDO
      EDISON COMPANY
	 
 	
       

      By:
	 
 
	
      
      

       

       
	  	
      

            H. Peter Burg
                 
      President

	
      

            	
         

	 	   



 

















 



STATE OF
OHIO         )

                                            
) ss.:

COUNTY OF
SUMMIT  )




BEFORE ME, a Notary
Public in and for said County and State, personally appeared the above-named
FIRSTENERGY GENERATION CORP., by Arthur R. Garfield, as President, who
acknowledged that he did sign the foregoing instrument on behalf of said
Corporation by authority of its Board of Directors and that the same is the free
act and deed of said Corporation and his free act and deed individually and as
such officer.




IN TESTIMONY
WHEREOF, I have hereunto set my hand and official seal at Akron, Ohio as of this
29th day of December,
2000.

 


	 	
       

      
      

      

      Notary Public

       

      My Commission Expires: 
      

      






 

 

STATE OF
OHIO         )

                                           
 ) ss.:

COUNTY OF
SUMMIT  )




BEFORE ME, a Notary
Public in and for said County and State, personally appeared the above-named
OHIO EDISON COMPANY, by H. Peter Burg, as President, who acknowledged that he
did sign the foregoing instrument on behalf of said Corporation by authority of
its Board of Directors and that the same is the free act and deed of said
Corporation and his free act and deed individually and as such
officer.




IN TESTIMONY
WHEREOF, I have hereunto set my hand and official seal at Akron, Ohio as of this
29th day of December,
2000.

 




	 	
       

      
      

      

      Notary Public

       

      My Commission Expires: 
      

      




    


STATE OF
OHIO         )

                                            
) ss.:

COUNTY OF
SUMMIT  )




BEFORE ME, a Notary
Public in and for said County and State, personally appeared the above-named
PENNSYLVANIA POWER COMPANY, by H. Peter Burg, as Chairman of the Board, who
acknowledged that he did sign the foregoing instrument on behalf of said
Corporation by authority of its Board of Directors and that the same is the free
act and deed of said Corporation and his free act and deed individually and as
such officer.




IN TESTIMONY
WHEREOF, I have hereunto set my hand and official seal at Akron, Ohio as of this
29th day of December,
2000.


 



	 	
       

      
      

      

      Notary Public

       

      My Commission Expires: 
      

      









 



















STATE OF
OHIO         )

                                            
) ss.:

COUNTY OF
SUMMIT  )




BEFORE ME, a Notary
Public in and for said County and State, personally appeared the above-named THE
CLEVELAND ELECTRIC ILLUMINATING COMPANY, by H. Peter Burg, as President, who
acknowledged that he did sign the foregoing instrument on behalf of said
Corporation by authority of its Board of Directors and that the same is the free
act and deed of said Corporation and his free act and deed individually and as
such officer.




IN TESTIMONY
WHEREOF, I have hereunto set my hand and official seal at Akron, Ohio as of this
29th day of December,
2000.


 



	 	
       

      
      

      

      Notary Public

       

      My Commission Expires: 
      

      







 

STATE OF
OHIO         )

                                            
) ss.:

COUNTY OF
SUMMIT  )




BEFORE ME, a Notary
Public in and for said County and State, personally appeared the above-named THE
TOLEDO EDISON COMPANY, by H. Peter Burg, as President, who acknowledged that he
did sign the foregoing instrument on behalf of said Corporation by authority of
its Board of Directors and that the same is the free act and deed of said
Corporation and his free act and deed individually and as such
officer.




IN TESTIMONY
WHEREOF, I have hereunto set my hand and official seal at Akron, Ohio as of this
29th day of December,
2000.



 


	 	
       

      
      

      

      Notary Public

       

      My Commission Expires: 
      

      







N























Appendix
A







DEFINITIONS




        “Affected
Property” shall mean that
part of the Transferred Property which is subject to the lien of a Mortgage
under which there exists a completed default.




“Applicable
Law” shall mean all
applicable laws, statues, treaties, rules, codes, ordinances, regulations,
permits, certificates, orders, interpretations, licenses and permits of any
Governmental Authority and judgments, decrees, injunctions, writs, orders or
like action of any court, arbitrator or other judicial or quasi-judicial
tribunal (including those pertaining to health, safety, the environment or
otherwise).

 

                
 “Business
Day” shall mean any
day other than a Saturday or Sunday or other day on which banks in Akron, Ohio
or New York, New York are authorized or obligated to be closed.




“Capital
Improvement” shall mean (a)
the addition, betterment or enlargement of any property constituting part of the
Transferred Property or the replacement of any such property with other
property, whether or not (i) such replacement property constitutes an
enlargement or betterment of the property which it replaces, (ii) the cost of
such addition, betterment, enlargement or replacement is or may be capitalized,
or not charged to maintenance or repairs, or (iii) such addition, betterment or
enlargement is or is not included or reflected in the plans and specifications
for the Transferred Property, as built, and (b) any alternation, modification,
addition or improvement to the Transferred Property, other than original,
substitute or replacement parts incorporated into the Transferred
Property.




“Event of
Default” shall have the
meaning set forth in Section 13 of the Facility Lease.




“Good Utility
Practice” shall mean, at a
particular time, any of the practices, methods and acts engaged in or approved
by a significant portion of the electric utility industry prior to such time or
any of the practices, methods and acts which, in the exercise of reasonable
judgment in light of the facts known at the time the decision was made, could
have been expected to accomplish the desired result at the lowest reasonable
cost consistent with good business practices, reliability, safety and
expedition. Good Utility Practice is not intended to be limited to the optimum
practice, method or act to the exclusion of all others, but rather to a spectrum
of possible practices, methods or acts having due regard for, among other
things, manufacturers’ warranties and the requirements of governmental agencies
of competent jurisdiction.




“Governmental
Action” shall mean all
authorizations, consents, approvals, waivers, exceptions, variances, orders,
licenses, exemptions, publications, filings, notices to and declarations of or
with any Governmental Authority.




“Governmental
Authority” shall mean any
Federal, state, county, municipal, foreign, international, regional or other
governmental authority, agency, board, body, instrumentality or
court.




“Lease
Term” shall mean the
term of the Master Facility Lease, which shall begin on January 1, 2001 and end
December 31, 2020.




“Lease
Termination Date” shall mean the
date upon which the Master Facility Lease expires which shall be December 31,
2020.




“Lien” shall mean any
mortgage, pledge, security interest, encumbrance, lien, easement, servitude or
charge of any kind, including, without limitation, any conditional sale or other
title retention agreement, any lease in the nature thereof or the filing of, or
agreement to give, any financing statement under the Uniform Commercial Code of
any jurisdiction.






















“Master Facility
Lease” shall mean the
Master Facility Lease, dated as of January 1, 2001, between FirstEnergy
Generation Corp. and Ohio Edison Company, Pennsylvania Power Company, The
Cleveland Electric Illuminating Company and The Toledo Edison
Company.




“Mortgage” shall mean each
of the mortgages listed on Exhibit E to the Master Facility
Lease.




“Mortgage
Requirement” shall mean with
respect to any part of the Transferred Property, any obligation of the Lessors
or other requirement with respect to that property imposed by a Mortgage, which
constitutes a lien on that property. 

 

                 
“Permitted
Liens” shall mean Liens
for taxes either not yet due to which are being contested in good faith and by
appropriate proceedings diligently conducted and any other Lien not caused by,
or otherwise arising through or as a result of, action by, or the inaction of,
the Lessee. 




“Person” shall mean any
individual, partnership, corporation, trust, unincorporated association or joint
venture, a government or any department or agency thereof, or any other
entity.




“Prime
Rate” shall mean the
annual rate of interest publicly announced from time to time by The Bank of New
York at its principal office in New York, New York as its prime or base lending
rate. Any change in the Prime Rate shall be effective on the date such change in
the Prime Rate is announced.




“Transferred
Property” shall mean the
property identified on Exhibits A, B, C and D to the Master Facility Lease dated
as of January 1, 2001, between FirstEnergy Services Corp. and Ohio Edison
Company, Pennsylvania Power Company, The Cleveland Electric Illuminating Company
and The Toledo Edison Company.






















Exhibit
A




Ohio Edison
Company, Lessor




FirstEnergy
Generation Corp., Lessee











	
       

      Generating
	 	
      Semiannual

      Rent
	 	
      Purchase

      Price
	 
	 	 	 	 	 	 
	Burger 3 -
      100%
	 	$
	
      770,500.
	 	$
	
      10,000,000.
	 
	Burger 4 -
      100%
	 	 	
      1,001,650.
	 	 	
      13,000,000.
	 
	Burger 5 -
      100%
	 	 	
      1,541,000.
	 	 	
      20,000,000.
	 
	Edgewater 4 -
      100%
	 	 	
      539,350.
	 	 	
      7,000,000.
	 
	Mansfield 1 -
      60%
	 	 	
      8,609,662.
	 	 	
      111,741,239.
	 
	Mansfield 2 -
      43.06%
	 	 	
      7,687,308.
	 	 	
      99,770,380.
	 
	Mansfield 3 -
      49.34%
	 	 	
      13,087,329.
	 	 	
      169,855,017.
	 
	Sammis 1 -
      100%
	 	 	
      2,927,900.
	 	 	
      38,000,000.
	 
	Sammis 2 -
      100%
	 	 	
      3,236,100.
	 	 	
      42,000,000.
	 
	Sammis 3 -
      100%
	 	 	
      3,698,400.
	 	 	
      48,000,000.
	 
	Sammis 4 -
      100%
	 	 	
      3,004,950.
	 	 	
      39,000,000.
	 
	Sammis 5 -
      100%
	 	 	
      7,314,609.
	 	 	
      94,933,273.
	 
	Sammis 6 -
      100%
	 	 	
      11,755,586.
	 	 	
      152,570,878.
	 
	Sammis 7 -
      48%
	 	 	
      8,701,049.
	 	 	
      112,927,308.
	 
	Burger
      Peaking
	 	 	
      58,314.
	 	 	
      756,834.
	 
	Edgewater
      Peaking
	 	 	
      358,894.
	 	 	
      4,657,935.
	 
	Mad River
      Peaking
	 	 	
      535,035.
	 	 	
      6,944,002.
	 
	Sammis
      Peaking
	 	 	
      80,310.
	 	 	
      1,042,307.
	 
	
      West Lorain
      Peaking
	 	 	
      1,102,070.
	 	 	
      14,303,307.
	 
	 	 	 	 	 	 	 	 
	Total
      Semiannual Rent
	 	$
	
      76,010,016.
	 	 	 	 



























Exhibit
B




Pennsylvania
Power Company, Lessor




FirstEnergy
Generation Corp., Lessee











	
       

      Generating
	 	
      Semiannual

      Rent
	 	
      Purchase

      Price
	 
	 	 	 	 	 	 
	Mansfield 1 -
      33.5%
	 	$
	
      2,889,481.
	 	$
	
      37,139,855.
	 
	Mansfield 2 -
      9.36%
	 	 	
      1,343,941.
	 	 	
      17,274,312.
	 
	Mansfield 3 -
      6.28%
	 	 	
      2,261,805.
	 	 	
      29,072,038.
	 
	Sammis 7 -
      20.8%
	 	 	
      3,247,317.
	 	 	
      41,739,297.
	 
	Edgewater
      Peaking
	 	 	
      5,561.
	 	 	
      71,473.
	 
	
      Mad River
      Peaking
	 	 	
      8,905.
	 	 	
      114,465.
	 
	 	 	 	 	 	 	 	 
	Total
      Semiannual Rent
	 	$
	
      9,757,010.
	 	 	 	 



























Exhibit
C




The
Cleveland Electric Illuminating Company, Lessor




FirstEnergy
Generation Corp., Lessee











	
       

      Generating
	 	
      Semiannual

      Rent
	 	
      Purchase

      Price
	 
	 	 	 	 	 	 	 	 
	Ashtabula C -
      100%
	 	$
	
      266,200.
	 	$
	
      4,000,000.
	 
	Ashtabula 5 -
      100%
	 	 	
      1,663,750.
	 	 	
      25,000,000.
	 
	Eastlake 1 -
      100%
	 	 	
      865,150.
	 	 	
      13,000,000.
	 
	Eastlake 2 -
      100%
	 	 	
      798,600.
	 	 	
      12,000,000.
	 
	Eastlake 3 -
      100%
	 	 	
      865,150.
	 	 	
      13,000,000.
	 
	Eastlake 4 -
      100%
	 	 	
      1,650,937.
	 	 	
      24,807,472.
	 
	Eastlake 5 -
      100%
	 	 	
      8,497,923.
	 	 	
      127,692,304.
	 
	Lakeshore 18
      - 100%
	 	 	
      1,611,672.
	 	 	
      24,217,463.
	 
	Mansfield 2 -
      1.68%
	 	 	
      93,150.
	 	 	
      25,227,874.
	 
	Sammis 7 -
      31.2%
	 	 	
      3,711,091.
	 	 	
      55,763,957.
	 
	Seneca -
      100%
	 	 	
      5,719,694.
	 	 	
      85,945,809.
	 
	Eastlake
      Peaking
	 	 	
      77,546.
	 	 	
      1,165,228.
	 
	
      Lakeshore
      Peaking
	 	 	
      92.
	 	 	
      1,387.
	 
	 	 	 	 	 	 	 	 
	Total
      Semiannual Rent
	 	$
	
      25,820,955.
	 	 	 	 



























Exhibit
D




The Toledo
Edison Company, Lessor




FirstEnergy
Generation Corp., Lessee











	
       

      Generating
	 	
      Semiannual

      Rent
	 	
      Purchase

      Price
	 
	 	 	 	 	 	 
	Bay Shore 1 -
      100%
	 	$
	
      1,176,823.
	 	$
	
      17,696,587.
	 
	Bay Shore 2 -
      100%
	 	 	
      1,164,673.
	 	 	
      17,513,875.
	 
	Bay Shore 3 -
      100%
	 	 	
      1,238,271.
	 	 	
      18,620,623.
	 
	Bay Shore 4 -
      100%
	 	 	
      1,959,649.
	 	 	
      29,468,406.
	 
	Bay Shore
      Peaking
	 	 	
      136.
	 	 	
      2,052.
	 
	Richland
      Peaking
	 	 	
      307,721.
	 	 	
      4,627,373.
	 
	
      Stryker
      Peaking
	 	 	
      16,165.
	 	 	
      243,079.
	 
	 	 	 	 	 	 	 	 
	Total
      Semiannual Rent
	 	$
	
      5,863,438.
	 	 	 	 
























Exhibit
E

Mortgages




The Cleveland
Electric Illuminating Company




Mortgage and Deed
of Trust dated as of July 1, 1940 between The Cleveland Electric Illuminating
Company and Guaranty Trust Company of New York, with The Chase Manhattan Bank as
successor trustee.




Trustee
Information:        The Chase Manhattan
Bank

    Capital Markets
Fiduciary Services

    450 West
33rd Street,
15th Floor

    New York, NY
10001-2697







Open-End
Subordinate Indenture of Mortgage dated as of June 1, 1994 between The Cleveland
Electric Illuminating Company and Bank One, Columbus, N. A. Note: This will be
cancelled no later than December 31, 2000.




Trustee
Information:        Bank One, Columbus,
N.A.

    Corporate Trust
Department

    1000 East Broad
Street

    Columbus, OH
43275-0181




The Toledo
Edison Company




Indenture of
Mortgage and Deed of Trust dated as of April 1, 1947 between The Toledo Edison
Company and The Chase National Bank of the City of New York, with The Chase
Manhattan Bank as successor trustee.




Trustee
Information:        The Chase Manhattan
Bank

    Capital Markets
Fiduciary Services

    450 West
33rd Street,
15th Floor

    New York, NY
10001-2697




Open-End
Subordinate Indenture of Mortgage dated as of June 1, 1994 between The Toledo
Edison Company and Bank One, Columbus, N. A. Note: This will be
cancelled no later than December 31, 2000.




Trustee
Information:        Bank One, Columbus,
N.A.

    Corporate Trust
Department

    1000 East Broad
Street

    Columbus, OH
43275-0181

























Ohio Edison
Company




Indenture dated as
of August 1, 1930 between Ohio Edison Company and Bankers Trust Company, with
The Bank of New York as successor trustee.




Trustee
Information:        The Bank of New
York

    Corporate Trust
Department

    101 Barclay
Street

    New York, NY
10286




General Mortgage
Indenture and Deed of Trust dated as of January 1, 1998 between Ohio Edison
Company and The Bank of New York as trustee.




Trustee
Information:       The Bank of New
York

    Corporate Trust
Department

    101 Barclay
Street

    New York, NY
10286




Pennsylvania
Power Company




Indenture dated as
of November 1, 1945 between Pennsylvania Power Company and The First National
Bank of the City of New York, with Citibank, N.A. as successor
trustee.




Trustee
Information:        Citibank, N.
A.

    Trust
Department

    111 Wall Street,
14th Floor

    New York, NY
10043