OE NUCLEAR CAPITAL CONTRIBUTION AGREEMENT by and between OHIO EDISON COMPANY and FIRSTENERGY NUCLEAR GENERATION CORP.

1.   Capital Contribution. Subject to the terms and conditions hereof, Ohio Edison hereby agrees to make, and Nuclear Genco agrees to accept, the Contribution of the Contributed Assets and to assume the Transferred Liabilities. The parties hereby acknowledge and agree that the value of the Capital Contribution will be the book value thereof, less accumulated depreciation, of the Contributed Assets as shown on Ohio Edison’s balance sheet as of the end of the fiscal quarter immediately preceding the Contribution Date, less the agreed upon value of the Transferred Liabilities and the Assumed Liabilities as of the Contribution Date which Ohio Edison transfers to Nuclear Genco and Nuclear Genco assumes prior to or on the Contribution Date.

 

a. The initial Contribution shall take place as promptly as practicable following receipt of all necessary regulatory authorizations and other consents and approvals as may be necessary, appropriate or advisable to consummate the transactions contemplated hereby (the “Contribution Date”), it being understood that, as contemplated herein, Ohio Edison intends to transfer certain of the Transferred Liabilities to Nuclear Genco from time to time after the Contribution Date.

 

b. The parties hereby agree that the Contribution shall, to the extent they deem appropriate, be further evidenced and effected through the taking of all such additional actions and the execution of all instruments, agreements and documents of transfer, including without limitation such deeds, assignment and assumption agreements, releases and other documents as may be necessary or desirable to further evidence or carry out the Contribution.

 

a. Ohio Edison hereby undertakes and agrees that the Contributed Assets will be transferred to Nuclear Genco free and clear of the liens of the Indenture, dated as of August 1, 1930, between Ohio Edison and the Bank of New York, as successor to Bankers’ Trust Company, as Trustee, as amended and supplemented, and the General Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, between Ohio Edison and The Bank of New York, as Trustee as amended and supplemented, but may be subject to other liens, claims, liabilities and encumbrances, all of which Nuclear Genco agrees to accept and assume, except as otherwise provided herein.

 

b. Nuclear Genco agrees to accept prior to or on the Contribution Date and from time to time thereafter as Ohio Edison may request the assignment of the Transferred Liabilities, and all such other liabilities and obligations of Ohio Edison as may be associated with, or directly related to, the Contributed Assets including, without limitation, any decommissioning liabilities and obligations associated with the Contributed Assets and other liabilities as more specifically identified in the form of Assignment and Assumption Agreement attached as Annex C hereto (the “Assumed Liabilities”), which include, among other liabilities, liability for the decommissioning and decontamination of the Contributed Assets, management of spent nuclear fuel, and all environmental liabilities, as well as any liabilities associated with the ownership of the Contributed Assets from and after the Contribution Date, but otherwise exclude the liabilities and obligations associated with Ohio Edison’s ownership of the Contributed Assets prior to the Contribution Date. Nuclear Genco hereby agrees fully to perform and discharge the Assumed Liabilities in a timely fashion. Nuclear Genco further agrees to indemnify and hold harmless Ohio Edison from and against any and all liabilities, actions, claims, damages, costs and expenses which Ohio Edison may suffer or incur as a result of Nuclear Genco’s failure to perform the foregoing obligations.

 

c. The parties acknowledge and agree that other than the Transferred Liabilities and the Assumed Liabilities, Ohio Edison shall retain and discharge all liabilities and obligations associated with, or directly relating to, the Contributed Assets arising out of Ohio Edison’s ownership of the Contributed Assets prior to the Contribution Date, including, without limitation, any liability or obligation to fund the deficiency as of the Contribution Date in Ohio Edison’s nuclear decommissioning trusts associated with the Contributed Assets, in the amount and as may be required by the Nuclear Regulatory Commission in connection with the transactions contemplated hereby . Ohio Edison further agrees to timely and fully discharge all such liabilities and obligations and to indemnify and hold harmless Nuclear Genco from and against any and all liabilities, actions, claims, damages, costs and expenses which Nuclear Genco may suffer or incur as a result of Ohio Edison’s failure to perform the foregoing obligations.

 

 

d. The parties covenant and agree to use all commercially reasonable efforts to obtain all regulatory and other approvals, authorizations and consents, including rulings from the Internal Revenue Service, and make all such filings necessary, appropriate or desirable in order for Ohio Edison to make and for Nuclear Genco to accept the Contribution of the Contributed Assets, the Transferred Liabilities and the Assumed Liabilities as contemplated hereby.

 

	OHIO EDISON COMPANY
	By:	/s/
		Name
		Title

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