FORM OF 6.85%EXCHANGE CERTIFICATE

EX-4.1 6 file6.htm FORM OF EXCHANGE CERTIFICATE

EXHIBIT 4-1

FORM OF 6.85% EXCHANGE CERTIFICATE

                                Unless this Certificate is presented by an authorized representative of DTC to the Pass Through Trustee or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


[ERISA Legend]

                                BY ITS ACQUISITION OF ANY CERTIFICATE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED, ON EACH DAY FROM THE DATE ON WHICH THE HOLDER ACQUIRES THE CERTIFICATE THROUGH AND INCLUDING THE DATE ON WHICH THE HOLDER DISPOSES OF ITS INTEREST IN SUCH CERTIFICATE, EITHER THAT (A) ON EACH DAY FROM THE DATE OF PURCHASE THROUGH THE DATE OF DISPOSITION OF A CERTIFICATE OR ANY INTEREST THEREIN, NO PORTION OF THE ASSETS USED BY IT FOR PURCHASING AND HOLDING A CERTIFICATE OR ANY INTEREST THEREIN CONSTITUTES ASSETS OF A PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY PLAN SUBJECT TO ERISA OR OTHER PLAN, OR A GOVERNMENTAL PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “PLAN”), (B) ALL OR A PORTION OF THE ASSETS USED BY IT FOR PURCHASING OR HOLDING A CERTIFICATE OR ANY INTEREST THEREIN


CONSTITUTE ASSETS OF A PLAN (“PLAN ASSETS”), PROVIDED (I) THE HOLDER IS AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS SOLELY BECAUSE OF INVESTMENTS IN THE HOLDER BY BENEFIT PLAN INVESTORS AND NOT BECAUSE IT IS A PLAN; (II) LESS THAN 25% OF ITS ASSETS ARE PLAN ASSETS; AND (III) THE ACQUISITION AND HOLDING OF SUCH CERTIFICATE OR INTEREST THEREIN DOES NOT CONSTITUTE A TRANSACTION PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW (“PROHIBITED TRANSACTION”) OR DOES CONSTITUTE A PROHIBITED TRANSACTION BUT AN EXEMPTION IS AVAILABLE WITH RESPECT TO SUCH TRANSACTION, AND THE CONDITIONS OF SUCH EXEMPTION HAVE AT ALL RELEVANT TIMES BEEN SATISFIED.


 

Bruce Mansfield Unit 1 2007 Pass Through Trust

   
 

6.85% Exchange
Certificate due 2034

   
 

CUSIP:

   
 

Final Distribution Date:  June 1, 2034

   
  evidencing a fractional undivided interest in a trust,
the property of which includes certain notes secured
by certain separate property leased to the Bruce
Mansfield Unit 1 2007 Pass Through Trust
   
Certificate No.  $                 Fractional Undivided Interest

                                THIS CERTIFIES THAT CEDE & CO. or its registered assigns, for value received, is the registered owner of a $                   Fractional Undivided Interest in the Bruce Mansfield Unit 1 2007 Pass Through Trust (the “Pass Through Trust”) created pursuant to a Pass Through Trust Agreement, dated as of June 26, 2007 (the “Agreement”) among FirstEnergy Generation Corp., an Ohio corporation (the “Lessee”), FirstEnergy Solutions Corp., an Ohio corporation (the “Guarantor”), and The Bank of New York Trust Company, N.A., as trustee (the “Pass Through Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “6.85% Exchange Certificates due 2034” (herein called the “Certificates”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The property of the Pass Through Trust includes certain Lessor Notes (the “Trust Property”). Each Lessor Note is secured by a security interest in the Undivided Interest subject to the Lease relating to the Indenture under which such Lessor Note was issued and certain other related property described in such Indenture, and liability thereunder is limited to the income and proceeds of such security.

                                Subject to and in accordance with the terms of the Agreement, from funds then available to the Pass Through Trustee, there will be distributed on each June 1 and December 1 (a “Distribution Date”), commencing on December 1, 2007, to the person in whose name this Certificate is registered at the close of business on the day of the month which is fifteen days preceding the Distribution Date, an amount in respect of the Scheduled Payments on the Lessor Notes due on such Distribution Date, the receipt of which has been confirmed by the Pass Through Trustee, equal to the product of the percentage interest in the Pass Through Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, in the event that Special Payments on the Lessor Notes are received by the Pass Through Trustee, from funds then available to the Pass Through Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the day of the month which is fifteen days preceding the Special Distribution Date, an amount in respect of


such Special Payments on the Lessor Notes, the receipt of which has been confirmed by the Pass Through Trustee, equal to the product of the percentage interest in the Pass Through Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. The Special Distribution Date shall be determined as provided in the Agreement. If a Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day. The Pass Through Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Holders of the Certificates.

                                Distributions on this Certificate will be made by the Pass Through Trustee (i) if (A) The Depository Trust Company (“DTC”) is the Certificateholder of record of this Certificate, or (B) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $10,000,000, or (C) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $1,000,000 and so requests to the Pass Through Trustee, by wire transfer in immediately available funds to an account maintained by such Certificateholder with a bank, or (ii) if none of the above apply, by check mailed to such Certificateholder at the address appearing in the Register, without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Pass Through Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Pass Through Trustee specified in such notice.

                                This Certificate shall be governed by and construed in accordance with the law of the State of New York.

                                Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

                                Unless the certificate of authentication hereon has been executed by the Pass Through Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                                IN WITNESS WHEREOF, the Bruce Mansfield Unit 1 2007 Pass Through Trust has caused this Certificate to be duly executed.

  BRUCE MANSFIELD UNIT 1 2007 PASS
THROUGH TRUST
  
 
By: THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Pass Through Trustee
 
  By:  
 ______________________________________
    Name:
    Title: 

[Reverse Of Certificate]

                                This Certificate does not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Lessee, the Guarantor, any Owner Lessor, any Owner Participant or the Pass Through Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Pass Through Trustee shall have received sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Holder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Holder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Pass Through Trustee, and at such other places, if any, designated by the Pass Through Trustee, by any Certificateholder upon request.

                                The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Lessee and the Guarantor and the rights of the Certificateholders under the Agreement at any time by the Lessee, the Guarantor and the Pass Through Trustee with the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (as determined pursuant to the terms of such Agreement). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

                                As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Pass Through Trustee in its capacity as Registrar, or by any successor Registrar, in the Borough of Manhattan, The City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Pass Through Trustee and the Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Pass Through Trust will be issued to the designated transferee or transferees.

                                The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Pass Through Trust, as requested by the Holder surrendering the same.


                                No service charge will be made for any such registration of transfer or exchange, but the Pass Through Trustee shall require payment of an amount sufficient to cover any tax or charge payable in connection therewith.

                                The Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the Registrar and any agent of the Pass Through Trustee or the Registrar shall treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the Registrar or any such agent shall be affected by any notice to the contrary.

                                The obligations and responsibilities created by the Agreement and the Pass Through Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property.