-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, n5ooVovI3atJBR2VNSjOSoQ035yQ67VtNgS+DqGpGgSoQxggCvsUmfGN9hOHQq2d cjsHajI9vmyfSS/4GbntTg== 0000073960-95-000005.txt : 19950616 0000073960-95-000005.hdr.sgml : 19950616 ACCESSION NUMBER: 0000073960-95-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950322 SROS: MSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO EDISON CO CENTRAL INDEX KEY: 0000073960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 340437786 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02578 FILM NUMBER: 95522397 BUSINESS ADDRESS: STREET 1: 76 S MAIN ST CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 2163845100 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ------------------ ----------------- Commission File Number 1-2578 OHIO EDISON COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO 34-0437786 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 76 SOUTH MAIN STREET, AKRON, OHIO 44308 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-800-736-3402 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- Each registered on Common Stock, $9 par value New York Stock Exchange Rights to Purchase Common Stock and Chicago Stock Exchange Cumulative Preferred Stock, $100 par value 3.90% Series 7.24% Series 4.40% Series 7.36% Series All series registered on 4.44% Series 8.20% Series New York Stock Exchange 4.56% Series and Chicago Stock Exchange Cumulative Preferred Stock, $25 par value Registered on 7.75% Series New York Stock Exchange and Chicago Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No --- --- State the aggregate market value of the voting stock held by non- affiliates of the registrant: $2,992,557,650 as of March 7, 1995. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: CLASS OUTSTANDING AT MARCH 21, 1995 ----- ----------------------------- Common Stock, $9 par value 152,569,437 Documents incorporated by reference (to the extent indicated herein): PART OF FORM 10-K INTO WHICH DOCUMENT DOCUMENT IS INCORPORATED -------- ---------------------------- Annual Report to Stockholders for the fiscal year ended December 31, 1994 (Pages 12-30) Part II Proxy Statement for 1995 Annual Meeting of Stockholders to be held April 27, 1995 Part III ITEM 14. Exhibits Exhibit Number - ------- (A) 3-1 - Amended Articles of Incorporation, Effective June 21, 1994, constituting the Company's Articles of Incorporation. 3-2 - Code of Regulations of the Company as amended April 24, 1986. (Registration No. 33-5081, Exhibit (4)(d).) 10-1 - Administration Agreement between the CAPCO Group dated as of September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(2).) 10-2 - Amendment No. 1 dated January 4, 1974 to Administration Agreement between the CAPCO Group dated as of September 14, 1967. (Registration No. 2-68906, Exhibit 5(c)(3).) 10-3 - Transmission Facilities Agreement between the CAPCO Group dated as of September 14, 1967. (Registration No. 2-43102, Exhibit 5(c)(3).) 10-4 - Amendment No. 1 dated as of January 1, 1993 to Transmission Facilities Agreement between the CAPCO Group dated as of September 14, 1967. (1993 Form 10-K, Exhibit 10-4.) 10-5 - Agreement for the Termination or Construction of Certain Agreements effective September 1, 1980 among the CAPCO Group. (Registration No. 2-68906, Exhibit 10-4.) 10-6 - Amendment dated as of December 23, 1993 to Agreement for the Termination or Construction of Certain Agreements effective September 1, 1980 among the CAPCO Group. (1993 Form 10-K, Exhibit 10-6.) 10-7 - CAPCO Basic Operating Agreement, as amended September 1, 1980. (Registration No. 2-68906, Exhibit 10-5.) 10-8 - Amendment No. 1 dated August 1, 1981, and Amendment No. 2 dated September 1, 1982 to CAPCO Basic Operating Agreement, as amended September 1, 1980. (September 30, 1981 Form 10-Q, Exhibit 20-1 and 1982 Form 10-K, Exhibit 19-3, respectively.) 10-9 - Amendment No. 3 dated July 1, 1984 to CAPCO Basic Operating Agreement, as amended September 1, 1980. (1985 Form 10-K, Exhibit 10-7.) 10-10 - Basic Operating Agreement between the CAPCO Companies as amended October 1, 1991. (1991 Form 10-K, Exhibit 10-8.) -1- Exhibit Number - ------- 10-11 - Basic Operating Agreement between the CAPCO Companies as amended January 1, 1993. (1993 Form 10-K, Exhibit 10-11.) 10-12 - Memorandum of Agreement effective as of September 1, 1980 among the CAPCO Group. (1982 Form 10-K, Exhibit 19-2.) 10-13 - Operating Agreement for Beaver Valley Power Station Units Nos. 1 and 2 as Amended and Restated September 15, 1987, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 10-15.) 10-14 - Construction Agreement with respect to Perry Plant between the CAPCO Group dated as of July 22, 1974. (Registration No. 2-52251 of Toledo Edison Company, Exhibit 5(yy).) 10-15 - Participation Agreement No. 1 relating to the financing of the development of certain coal mines, dated as of October 1, 1973, among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland, as Owner Trustee, National City Bank, as Loan Trustee, and Owner Trustee, National City Bank, as Loan Trustee, and National City Bank, as Bond Trustee. (Registration No. 2-61146, Exhibit 5(e)(1).) 10-16 - Amendment No. 1 dated as of September 15, 1978 to Participation Agreement No. 1 dated as of October 1, 1973 among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland as Owner Trustee, National City Bank as Loan Trustee and National City Bank as Bond Trustee. (Registration No. 2-68906 of Pennsylvania Power Company, Exhibit 5(e)(2).) 10-17 - Participation Agreement No. 2 relating to the financing of the development of certain coal mines, dated as of August 1, 1974, among Quarto Mining Company, the CAPCO Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland, as Owner Trustee, National City Bank, as Loan Trustee, and National City Bank, as Bond Trustee. (Registration No. 2-53059, Exhibit 5(h)(2).) 10-18 - Amendment No. 1 dated as of September 15, 1978 to Participation Agreement No. 2 dated as of August 1, 1974 among Quarto Mining Company, the CAPCO -2- Exhibit Number - ------- Group, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland as Owner Trustee, National City Bank as Loan Trustee and National City Bank as Bond Trustee. (Registration No. 2-68906 of Pennsylvania Power Company, Exhibit 5(e)(4).) 10-19 - Participation Agreement No. 3 dated as of September 15, 1978 among Quarto Mining Company, the CAPCO Companies, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants listed in Schedules A and B thereto, Central National Bank of Cleveland as Owner Trustee, and National City Bank as Loan Trustee and Bond Trustee. (Registration No. 2-68906 of Pennsylvania Power Company, Exhibit 5(e)(5).) 10-20 - Participation Agreement No. 4 dated as of October 31, 1980 among Quarto Mining Company, the CAPCO Group, the Loan Participants listed in Schedule A thereto and National City Bank as Bond Trustee. (Registration No. 2- 68906 of Pennsylvania Power Company, Exhibit 10-16.) 10-21 - Participation Agreement dated as of May 1, 1986, among Quarto Mining Company, the CAPCO Companies, the Loan Participants thereto, and National City Bank as Bond Trustee. (1986 Form 10-K, Exhibit 10-22.) 10-22 - Participation Agreement No. 6 dated as of December 1, 1991 among Quarto Mining Company, The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company, the Toledo Edison Company, the Loan Participants listed in Schedule A thereto, National City Bank, as Mortgage Bond Trustee and National City Bank, as Refunding Bond Trustee. (1991 Form 10-K, Exhibit 10-19.) 10-23 - Agreement entered into as of October 20, 1981 among the CAPCO Companies regarding the use of Quarto coal at Mansfield Units 1, 2 and 3. (1981 Form 10-K, Exhibit 20-1.) 10-24 - Restated Option Agreement dated as of May 1, 1983 by and between the North American Coal Corporation and the CAPCO Companies. (1983 Form 10-K, Exhibit 19-1.) 10-25 - Trust Indenture and Mortgage dated as of October 1, 1973 between Quarto Mining Company and National City Bank, as Bond Trustee, together with Guaranty dated as of October 1, 1973 with respect thereto by the CAPCO Group. (Registration No. 2- 61146, Exhibit 5(e)(5).) -3- Exhibit Number - ------- 10-26 - Amendment No. 1 dated August 1, 1974 to Trust Indenture and Mortgage dated as of October 1, 1973 between Quarto Mining Company and National City Bank, as Bond Trustee, together with Amendment No.1 dated August 1, 1974 to Guaranty dated as of October 1, 1973 with respect thereto by the CAPCO Group. (Registration No. 2-53059, Exhibit 5(h)(2).) 10-27 - Amendment No. 2 dated as of September 15, 1978 to the Trust Indenture and Mortgage dated as of October 1, 1973, as amended, between Quarto Mining Company and National City Bank, as Bond Trustee, together with Amendment No. 2 dated as of September 15, 1978 to Guaranty dated as of October 1, 1973 with respect to the CAPCO Group. (Registration No. 2-68906 of Pennsylvania Power Company, Exhibits 5(e)(11) and 5(e)(12).) 10-28 - Amendment No. 3 dated as of October 31, 1980, to Trust Indenture and Mortgage dated as of October 1, 1973, as amended between Quarto Mining Company and National City Bank as Bond Trustee.(Registration No. 2-68906 of Pennsylvania Power Company, Exhibit 10-16.) 10-29 - Amendment No. 4 dated as of July 1, 1985 to the Trust Indenture and Mortgage dated as of October 1, 1973, as amended between Quarto Mining Company and National City Bank as Bond Trustee. (1985 Form 10-K, Exhibit 10-28.) 10-30 - Amendment No. 5 dated as of May 1, 1986, to the Trust Indenture and Mortgage between Quarto and National City Bank as Bond Trustee. (1986 Form 10-K, Exhibit 10-30.) 10-31 - Amendment No. 6 dated as of December 1, 1991, to the Trust Indenture and Mortgage dated as of October 1, 1973, between Quarto Mining Company and National City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-28.) 10-32 - Trust Indenture dated as of December 1, 1991, between Quarto Mining Company and National City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-29.) 10-33 - Amendment No. 3 dated as of October 31, 1980 to the Bond Guaranty dated as of October 1, 1973, as amended, with respect to the CAPCO Group. (Registration No. 2- 68906 of Pennsylvania Power Company, Exhibit 10-16.) 10-34 - Amendment No. 4 dated as of July 1, 1985 to the Bond Guaranty dated as of October 1, 1973, as amended, by the CAPCO Companies to National City Bank as Bond Trustee. (1985 Form 10-K, Exhibit 10-30.) -4- Exhibit Number - ------- 10-35 - Amendment No. 5 dated as of May 1, 1986, to the Bond Guaranty by the CAPCO Companies to National City Bank as Bond Trustee. (1986 Form 10-K, Exhibit 10-33.) 10-36 - Amendment No. 6A dated as of December 1, 1991, to the Bond Guaranty dated as of October 1, 1973, by The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company, the Toledo Edison Company to National City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-33.) 10-37 - Amendment No. 6B dated as of December 30, 1991, to the Bond Guaranty dated as of October 1, 1973 by The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company, the Toledo Edison Company to National City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-34.) 10-38 - Bond Guaranty dated as of December 1, 1991, by The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, PennsylvaniaPower Company, the Toledo Edison Company to National City Bank, as Bond Trustee. (1991 Form 10-K, Exhibit 10-35.) 10-39 - Open end Mortgage dated as of October 1, 1973 between Quarto Mining Company and the CAPCO Companies and Amendment No. 1 thereto, dated as of September 15, 1978. (Registration No. 2-68906 of Pennsylvania Power Company, Exhibit 10-23.) 10-40 - Repayment and Security Agreement and Assignment of Lease dated as of October 1, 1973 between Quarto Mining Company and Ohio Edison Company as Agent for the CAPCO Companies and Amendment No. 1 thereto, dated as of September 15, 1978. (1980 Form 10-K, Exhibit 20-2.) 10-41 - Restructuring Agreement dated as of April 1, 1985 among Quarto Mining Company, the Company and the other CAPCO Companies, Energy Properties, Inc., General Electric Credit Corporation, the Loan Participants signatories thereto, Central National Bank of Cleveland, as Owner Trustee and National City Bank as Loan Trustee and Bond Trustee. (1985 Form 10-K, Exhibit 10-33.) 10-42 - Unsecured Note Guaranty dated as of July 1, 1985 by the CAPCO Companies to General Electric Credit Corporation. (1985 Form 10-K, Exhibit 10-34.) 10-43 - Memorandum of Understanding dated March 31, 1985 among the CAPCO Companies. (1985 Form 10-K, Exhibit 10-35.) -5- Exhibit Number - ------- (C) 10-44 - Ohio Edison Company Executive Incentive Compensation Plan. (1984 Form 10-K, Exhibit 19-2.) (C) 10-45 - Ohio Edison Company Executive Incentive Compensation Plan as amended February 16, 1987. (1986 Form 10-K, Exhibit 10-40.) (C) 10-46 - Restated and Amended Executive Deferred Compensation Plan. (1989 Form 10-K, Exhibit 10-36.) (C) 10-47 - Restated and Amended Supplemental Executive Retirement Plan. (1989 Form 10-K, Exhibit 10-37). (D) 10-48 - Participation Agreement dated as of March 16, 1987 among Perry One Alpha Limited Partnership, as Owner Participant, the Original Loan Participants listed in Schedule 1 Hereto, as Original Loan Participants, PNPP Funding Corporation, as Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-1.) (D) 10-49 - Amendment No. 1 dated as of September 1, 1987 to Participation Agreement dated as of March 16, 1987 among Perry One Alpha Limited Partnership, as Owner Participant, the Original Loan Participants listed in Schedule 1 thereto, as Original Loan Participants, PNPP Funding Corporation, as Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company (now The Bank of New York), as Indenture Trustee, and Ohio Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10-46.) (D) 10-50 - Amendment No. 3 dated as of May 16, 1988 to Participation Agreement dated as of March 16, 1987, as amended among Perry One Alpha Limited Partnership, as Owner Participant, PNPP Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee, and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-47.) (D) 10-51 - Amendment No. 4 dated as of November 1, 1991 to Participation Agreement dated as of March 16, 1987 among Perry One Alpha Limited Partnership, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10- 47.) -6- Exhibit Number - ------- (D) 10-52 - Amendment No. 5 dated as of November 24, 1992 to Participation Agreement dated as of March 16, 1987, as amended, among Perry One Alpha Limited Partnership, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPPII Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company as Lessee. (1992 Form 10-K, Exhibit 10-49.) (D) 10-53 - Amendment No. 6 dated as of January 12, 1993 to Participation Agreement dated as of March 16, 1987 among Perry One Alpha Limited Partnership, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10- 50.) (A)(D) 10-54 - Amendment No. 7 dated as of October 12, 1994 to Participation Agreement dated as of March 16, 1987 as amended, among Perry One Alpha Limited Partnership, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (D) 10-55 - Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, Lessor, and Ohio Edison Company, Lessee. (1986 Form 10-K, Exhibit 28-2.) (D) 10-56 - Amendment No. 1 dated as of September 1, 1987 to Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K, Exhibit 10-49.) (D) 10-57 - Amendment No. 2 dated as of November 1, 1991, to Facility Lease dated as of March 16, 1987, between The First National Bank of Boston, as Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K, Exhibit 10-50.) (D) 10-58 - Amendment No. 3 dated as of November 24, 1992 to Facility Lease dated as of March 16, 1987, as amended, between The First National Bank of Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, as Owner Participant and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-54.) -7- Exhibit Number - ------- (A)(D) 10-59 - Amendment No. 4 dated as of January 12, 1993 to Facility Lease dated as of March 16, 1987 as amended, between, The First National Bank of Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, as Owner Participant, and Ohio Edison Company, as Lessee. (A)(D) 10-60 - Amendment No. 5 dated as of October 12, 1994 to Facility Lease dated as of March 16, 1987 as amended, between, The First National Bank of Boston, as Owner Trustee, with Perry One Alpha Limited Partnership, as Owner Participant, and Ohio Edison Company, as Lessee. (D) 10-61 - Letter Agreement dated as of March 19, 1987 between Ohio Edison Company, Lessee, and The First National Bank of Boston, as Owner Trustee under a Trust dated March 16, 1987 with Chase Manhattan Realty Leasing Corporation, required by Section 3(d) of the Facility Lease. (1986 Form 10-K, Exhibit 28-3.) (D) 10-62 - Ground Lease dated as of March 16, 1987 between Ohio Edison Company, Ground Lessor, and The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with the Owner Participant, Tenant. (1986 Form 10-K, Exhibit 28-4.) (D) 10-63 - Trust Agreement dated as of March 16, 1987 between Perry One Alpha Limited Partnership, as Owner Participant, and The First National Bank of Boston. (1986 Form 10-K, Exhibit 28-5.) (D) 10-64 - Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee under a Trust Agreement dated as of March 16, 1987 with Perry One Alpha Limited Partnership, and Irving Trust Company, as Indenture Trustee. (1986 Form 10-K, Exhibit 28-6.) (D) 10-65 - Supplemental Indenture No. 1 dated as of September 1, 1987 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987 between The First National Bank of Boston as Owner Trustee and Irving Trust Company (now The Bank of New York), as Indenture Trustee. (1991 Form 10-K, Exhibit 10- 55.) (D) 10-66 - Supplemental Indenture No. 2 dated as of November 1, 1991 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee and The Bank of New York, as Indenture Trustee. (1991 Form 10-K, Exhibit 10-56.) -8- Exhibit Number - ------- (D) 10-67 - Tax Indemnification Agreement dated as of March 16, 1987 between Perry One, Inc. and PARock Limited Partnership as General Partners and Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-7.) (D) 10-68 - Amendment No. 1 dated as of November 1, 1991 to Tax Indemnification Agreement dated as of March 16, 1987 between Perry One, Inc. and Parock Limited Partnership and Ohio Edison Company. (1991 Form 10-K, Exhibit 10-58.) (A)(D) 10-69 - Amendment No. 2 dated as of January 12, 1993 to Tax Indemnification Agreement dated as of March 16, 1987 between Perry One, Inc. and Parock Limited Partnership and Ohio Edison Company. (A)(D) 10-70 - Amendment No. 3 dated as of October 12, 1994 to Tax Indemnification Agreement dated as of March 16, 1987 between Perry One, Inc. and Parock Limited Partnership and Ohio Edison Company. (D) 10-71 - Partial Mortgage Release dated as of March 19, 1987 under the Indenture between Ohio Edison Company and Bankers Trust Company, as Trustee, dated as of the 1st day of August, 1930. (1986 Form 10-K, Exhibit 28-8.) (D) 10-72 - Assignment, Assumption and Further Agreement dated as of March 16, 1987 among The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Perry One Alpha Limited Partnership, The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company and Toledo Edison Company. (1986 Form 10-K, Exhibit 28-9.) (D) 10-73 - Additional Support Agreement dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Perry One Alpha Limited Partnership, and Ohio Edison Company. (1986 Form 10-K, Exhibit 28-10.) (D) 10-74 - Bill of Sale, Instrument of Transfer and Severance Agreement dated as of March 19, 1987 between Ohio Edison Company, Seller, and The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Perry One Alpha Limited Partnership. (1986 Form 10-K, Exhibit 28- 11.) (D) 10-75 - Easement dated as of March 16, 1987 from Ohio Edison Company, Grantor, to The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Perry One Alpha Limited Partnership, Grantee. (1986 Form 10-K, File Exhibit 28-12.) -9- Exhibit Number - ------- 10-76 - Participation Agreement dated as of March 16, 1987 among Security Pacific Capital Leasing Corporation, as Owner Participant, the Original Loan Participants listed in Schedule 1 Hereto, as Original Loan Participants, PNPP Funding Corporation, as Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1986 Form 10-K, as Exhibit 28-13.) 10-77 - Amendment No. 1 dated as of September 1, 1987 to Participation Agreement dated as of March 16, 1987 among Security Pacific Capital Leasing Corporation, as Owner Participant, The Original Loan Participants Listed in Schedule 1 thereto, as Original Loan Participants, PNPP Funding Corporation, as Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10-65.) 10-78 - Amendment No. 4 dated as of November 1, 1991, to Participation Agreement dated as of March 16, 1987 among Security Pacific Capital Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10-66.) 10-79 - Amendment No. 5 dated as of November 24, 1992 to Participation Agreement dated as of March 16, 1987 as amended among Security Pacific Capital Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-71.) (A) 10-80 - Amendment No. 6 dated as of January 12, 1993 to Participation Agreement dated as of March 16, 1987 as amended among Security Pacific Capital Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (A) 10-81 - Amendment No. 7 dated as of October 12, 1994 to Participation Agreement dated as of March 16, 1987 -10- Exhibit Number - ------- as amended among Security Pacific Capital Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. 10-82 - Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee, with Security Pacific Capital LeasingCorporation, Lessor, and Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28- 14.) 10-83 - Amendment No. 1 dated as of September 1, 1987 to Facility Lease dated as of March 16, 1987 between The First National Bank of Boston as Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K, Exhibit 10-68.) 10-84 - Amendment No. 2 dated as of November 1, 1991 to Facility Lease dated as of March 16, 1987 between The First National Bank of Boston as Owner Trustee, Lessor and Ohio Edison Company, Lessee. (1991 Form 10-K, Exhibit 10-69.) 10-85 - Amendment No. 3 dated as of November 24, 1992 to Facility Lease dated as of March 16, 1987, as amended, between, The First National Bank of Boston, as Owner Trustee, with Security Pacific Capital Leasing Corporation, as Owner Participant and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-75.) 10-86 - Amendment No. 4 dated as of January 12, 1993 to Facility Lease dated as of March 16, 1987 as amended between, The First National Bank of Boston, as Owner Trustee, with Security Pacific Capital Leasing Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-76.) (A) 10-87 - Amendment No. 5 dated as of October 12, 1994 to Facility Lease dated as of March 16, 1987 as amended between, The First National Bank of Boston, as Owner Trustee, with Security Pacific Capital Leasing Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. 10-88 - Letter Agreement dated as of March 19, 1987 between Ohio Edison Company, as Lessee, and The First National Bank of Boston, as Owner Trustee under a Trust, dated as of March 16, 1987, with Security Pacific Capital Leasing Corporation, required by Section 3(d) of the Facility Lease. (1986 Form 10-K, Exhibit 28-15.) -11- Exhibit Number - ------- 10-89 - Ground Lease dated as of March 16, 1987 between Ohio Edison Company, Ground Lessor, and The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Perry One Alpha Limited Partnership, Tenant. (1986 Form 10-K, Exhibit 28-16.) 10-90 - Trust Agreement dated as of March 16, 1987 between Security Pacific Capital Leasing Corporation, as Owner Participant, and The First National Bank of Boston. (1986 Form 10-K, Exhibit 28-17.) 10-91 - Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Security Pacific Capital Leasing Corporation, and Irving Trust Company, as Indenture Trustee. (1986 Form 10-K, Exhibit 28- 18.) 10-92 - Supplemental Indenture No. 1 dated as of September 1, 1987 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee and Irving Trust Company (now The Bank of New York), as Indenture Trustee. (1991 Form 10-K, Exhibit 10- 74.) 10-93 - Supplemental Indenture No. 2 dated as of November 1, 1991 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee and The Bank of New York, as Indenture Trustee. (1991 Form 10-K, Exhibit 10-75.) 10-94 - Tax Indemnification Agreement dated as of March 16, 1987 between Security Pacific Capital Leasing Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (1986 Form 10-K, Exhibit 28-19.) 10-95 - Amendment No. 1 dated as of November 1, 1991 to Tax Indemnification Agreement dated as of March 16, 1987 between Security Pacific Capital Leasing Corporation and Ohio Edison Company. (1991 Form 10-K, Exhibit 10-77.) (A) 10-96 - Amendment No. 2 dated as of January 12, 1993 to Tax Indemnification Agreement dated as of March 16, 1987 between Security Pacific Capital Leasing Corporation and Ohio Edison Company. (A) 10-97 - Amendment No. 3 dated as of October 12, 1994 to Tax Indemnification Agreement dated as of March 16, 1987 between Security Pacific Capital Leasing Corporation and Ohio Edison Company. -12- Exhibit Number - ------- 10-98 - Assignment, Assumption and Further Agreement dated as of March 16, 1987 among The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Security Pacific Capital Leasing Corporation, The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company and Toledo Edison Company. (1986 Form 10-K, Exhibit 28-20.) 10-99 - Additional Support Agreement dated as of March 16, 1987 between The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Security Pacific Capital Leasing Corporation, and Ohio Edison Company. (1986 Form 10-K, Exhibit 28-21.) 10-100 - Bill of Sale, Instrument of Transfer and Severance Agreement dated as of March 19, 1987 between Ohio Edison Company, Seller, and The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Security Pacific Capital Leasing Corporation, Buyer. (1986 Form 10-K, Exhibit 28-22.) 10-101 - Easement dated as of March 16, 1987 from Ohio Edison Company, Grantor, to The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with Security Pacific Capital Leasing Corporation, Grantee. (1986 Form 10-K, Exhibit 28-23.) 10-102 - Refinancing Agreement dated as of November 1, 1991 among Perry One Alpha Limited Partnership, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee, The Bank of New York, as Collateral Trust Trustee, The Bank of New York, as New Collateral Trust Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10- 82.) 10-103 - Refinancing Agreement dated as of November 1, 1991 among Security Pacific Leasing Corporation, as Owner Participant, PNPP Funding Corporation, as Funding Corporation, PNPP II Funding Corporation, as New Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee, The Bank of New York, as Collateral Trust Trustee, The Bank of New York, as New Collateral Trust Trustee and Ohio Edison Company, as Lessee. (1991 Form 10-K, Exhibit 10- 83.) -13- Exhibit Number - ------- 10-104 - Ohio Edison Company Master Decommissioning Trust Agreement for Perry Nuclear Power Plant Unit One, Perry Nuclear Power Plant Unit Two, Beaver Valley Power Station Unit One and Beaver Valley Power Station Unit Two dated July 1, 1993. (1993 Form 10-K, Exhibit 10-94.) 10-105 - Nuclear Fuel Lease dated as of March 31, 1989, between OES Fuel, Incorporated, as Lessor, and Ohio Edison Company, as Lessee. (1989 Form 10-K, Exhibit 10-62.) (A) 10-106 - Receivables Purchase Agreement dated as November 28, 1989, as amended and restated as of April 23, 1993, between OES Capital, Incorporated, Corporate Asset Funding Company, Inc. and Citicorp North America, Inc. 10-107 - Guarantee Agreement entered into by Ohio Edison Company dated as of January 17, 1991. (1990 Form 10-K, Exhibit 10-64). 10-108 - Transfer and Assignment Agreement among Ohio Edison Company and Chemical Bank, as trustee under the OE Power Contract Trust. (1990 Form 10-K, Exhibit 10-65). 10-109 - Renunciation of Payments and Assignment among Ohio Edison Company, Monongahela Power Company, West Penn Power Company, and the Potomac Edison Company dated as of January 4, 1991. (1990 Form 10-K, Exhibit 10-66). (A) 10-110 - Transfer and Assignment Agreement dated May 20, 1994 among Ohio Edison Company and Chemical Bank, as trustee under the OE Power Contract Trust. (A) 10-111 - Renunciation of Payments and Assignment among Ohio Edison Company, Monongahela Power Company, West Penn Power Company, and the Potomac Edison Company dated as of May 20, 1994. (A) 10-112 - Transfer and Assignment Agreement dated October 12, 1994 among Ohio Edison Company and Chemical Bank, as trustee under the OE Power Contract Trust. (A) 10-113 - Renunciation of Payments and Assignment among Ohio Edison Company, Monongahela Power Company, West Penn Power Company, and the Potomac Edison Company dated as of October 12, 1994. (E) 10-114 - Participation Agreement dated as of September 15, 1987, among Beaver Valley Two Pi Limited Partnership, as Owner Participant, the Original Loan Participants listed in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding -14- Exhibit Number - ------- Corporation, as Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-1.) (E) 10-115 - Amendment No. 1 dated as of February 1, 1988, to Participation Agreement dated as of September 15, 1987, among Beaver Valley Two Pi Limited Partnership, as Owner Participant, the Original Loan Participants listed in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding Corporation, as Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-2.) (E) 10-116 - Amendment No. 3 dated as of March 16, 1988 to Participation Agreement dated as of September 15, 1987, as amended, among Beaver Valley Two Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-99.) (E) 10-117 - Amendment No. 4 dated as of November 5, 1992 to Participation Agreement dated as of September 15, 1987, as amended, among Beaver Valley Two Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-100.) (A)(E) 10-118 - Amendment No. 5 dated as of September 30, 1994 to Participation Agreement dated as of September 15, 1987, as amended, among Beaver Valley Two Pi Limited Partnership, as Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (E) 10-119 - Facility Lease dated as of September 15, 1987, between The First National Bank of Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership, Lessor, and Ohio Edison Company, Lessee. (1987 Form 10-K, Exhibit 28-3.) (E) 10-120 - Amendment No. 1 dated as of February 1, 1988, to Facility Lease dated as of September 15, 1987, between The First National Bank of Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership, Lessor, and Ohio Edison Company, Lessee. (1987 Form 10-K, Exhibit 28-4.) -15- Exhibit Number - ------- (E) 10-121 - Amendment No. 2 dated as of November 5, 1992 to Facility Lease dated as of September 15, 1987, as amended, between The First National Bank of Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership, as Owner Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-103.) (A)(E) 10-122 - Amendment No. 3 dated as of September 30, 1994 to Facility Lease dated as of September 15, 1987, as amended, between The First National Bank of Boston, as Owner Trustee, with Beaver Valley Two Pi Limited Partnership, as Owner Participant, and Ohio Edison Company, as Lessee. (E) 10-123 - Ground Lease and Easement Agreement dated as of September 15, 1987, between Ohio Edison Company, Ground Lessor, and The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with Beaver Valley Two Pi Limited Partnership, Tenant. (1987 Form 10-K, Exhibit 28- 5.) (E) 10-124 - Trust Agreement dated as of September 15, 1987, between Beaver Valley Two Pi Limited Partnership, as Owner Participant, and The First National Bank of Boston. (1987 Form 10-K, Exhibit 28-6.) (E) 10-125 - Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987, between The First National Bank of Boston, as Owner Trustee under a Trust Agreement dated as of September 15, 1987, with Beaver Valley Two Pi Limited Partnership, and Irving Trust Company, as Indenture Trustee. (1987 Form 10-K, Exhibit 28-7.) (E) 10-126 - Supplemental Indenture No. 1 dated as of February 1, 1988 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987 between The First National Bank of Boston, as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with Beaver Valley Two Pi Limited Partnership and Irving Trust Company, as Indenture Trustee. (1987 Form 10-K, Exhibit 28-8.) (E) 10-127 - Tax Indemnification Agreement dated as of September 15, 1987, between Beaver Valley Two Pi Inc. and PARock Limited Partnership as General Partners and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-9.) (A)(E) 10-128 - Amendment No. 1 dated as of November 5, 1992 to Tax Indemnification Agreement dated as of September 15, 1987, between Beaver Valley Two Pi Inc. and PARock Limited Partnership as General Partners and Ohio Edison Company, as Lessee. -16- Exhibit Number - ------- (A)(E) 10-129 - Amendment No. 2 dated as of September 30, 1994 to Tax Indemnification Agreement dated as of September 15, 1987, between Beaver Valley Two Pi Inc. and PARock Limited Partnership as General Partners and Ohio Edison Company, as Lessee. (E) 10-130 - Tax Indemnification Agreement dated as of September 15, 1987, between HG Power Plant, Inc., as Limited Partner and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-10.) (A)(E) 10-131 - Amendment No. 1 dated as of November 5, 1992 to Tax Indemnification Agreement dated as of September 15, 1987, between HG Power Plant, Inc., as Limited Partner and Ohio Edison Company, as Lessee. (A)(E) 10-132 - Amendment No. 2 dated as of September 30, 1994 to Tax Indemnification Agreement dated as of September 15, 1987, between HG Power Plant, Inc., as Limited Partner and Ohio Edison Company, as Lessee. (E) 10-133 - Assignment, Assumption and Further Agreement dated as of September 15, 1987, among The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with Beaver Valley Two Pi Limited Partnership, The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company and Toledo Edison Company. (1987 Form 10-K, Exhibit 28-11.) (E) 10-134 - Additional Support Agreement dated as of September 15, 1987, between The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with Beaver Valley Two Pi Limited Partnership, and Ohio Edison Company. (1987 Form 10-K, Exhibit 28-12.) (F) 10-135 - Participation Agreement dated as of September 15, 1987, among Chrysler Consortium Corporation, as Owner Participant, the Original Loan Participants listed in Schedule 1 Thereto, as Original Loan Participants, BVPS Funding Corporation, as Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-13.) (F) 10-136 - Amendment No. 1 dated as of February 1, 1988, to Participation Agreement dated as of September 15, 1987, among Chrysler Consortium Corporation, as Owner Participant, the Original Loan Participants listed in Schedule I Thereto, as Original Loan Participants, BVPS Funding Corporation, as Funding Corporation, The First National Bank of Boston, as -17- Exhibit Number - ------- Owner Trustee, Irving Trust Company, as Indenture Trustee, and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-14.) (F) 10-137 - Amendment No. 3 dated as of March 16, 1988 to Participation Agreement dated as of September 15, 1987, as amended, among Chrysler Consortium Corporation, as Owner Participant, BVPS Funding Corporation, The First National Bank of Boston, as Owner Trustee, Irving Trust Company, as Indenture Trustee, and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-114.) (F) 10-138 - Amendment No. 4 dated as of November 5, 1992 to Participation Agreement dated as of September 15, 1987, as amended, among Chrysler Consortium Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10-115.) (A)(F) 10-139 - Amendment No. 5 dated as of January 12, 1993 to Participation Agreement dated as of September 15, 1987, as amended, among Chrysler Consortium Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (A)(F) 10-140 - Amendment No. 6 dated as of September 30, 1994 to Participation Agreement dated as of September 15, 1987, as amended, among Chrysler Consortium Corporation, as Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, as Owner Trustee, The Bank of New York, as Indenture Trustee and Ohio Edison Company, as Lessee. (F) 10-141 - Facility Lease dated as of September 15, 1987, between The First National Bank of Boston, as Owner Trustee, with Chrysler Consortium Corporation, Lessor, and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28-15.) (F) 10-142 - Amendment No. 1 dated as of February 1, 1988, to Facility Lease dated as of September 15, 1987, between The First National Bank of Boston, as Owner Trustee, with Chrysler Consortium Corporation, Lessor, and Ohio Edison Company, Lessee. (1987 Form 10-K, Exhibit 28-16.) (F) 10-143 - Amendment No. 2 dated as of November 5, 1992 to Facility Lease dated as of September 15, 1987, as amended, between The First National Bank of -18- Exhibit Number - ------- Boston, as Owner Trustee, with Chrysler Consortium Corporation, as Owner Participant and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 118.) (F) 10-144 - Amendment No. 3 dated as of January 12, 1993 to Facility Lease dated as of September 15, 1987, as amended, between The First National Bank of Boston, as Owner Trustee, with Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (1992 Form 10-K, Exhibit 10- 119.) (A)(F) 10-145 - Amendment No. 4 dated as of September 30, 1994 to Facility Lease dated as of September 15, 1987, as amended, between The First National Bank of Boston, as Owner Trustee, with Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (F) 10-146 - Ground Lease and Easement Agreement dated as of September 15, 1987, between Ohio Edison Company, Ground Lessor, and The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with Chrysler Consortium Corporation, Tenant. (1987 Form 10-K, Exhibit 28-17.) (F) 10-147 - Trust Agreement dated as of September 15, 1987, between Chrysler Consortium Corporation, as Owner Participant, and The First National Bank of Boston. (1987 Form 10-K, Exhibit 28-18.) (F) 10-148 - Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987, between the First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with Chrysler Consortium Corporation and Irving Trust Company, as Indenture Trustee. (1987 Form 10-K, Exhibit 28-19.) (F) 10-149 - Supplemental Indenture No. 1 dated as of February 1, 1988 to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987 between The First National Bank of Boston, as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with Chrysler Consortium Corporation and Irving Trust Company, as Indenture Trustee. (1987 Form 10-K, Exhibit 28-20.) (F) 10-150 - Tax Indemnification Agreement dated as of September 15, 1987, between Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (1987 Form 10-K, Exhibit 28- 21.) -19- Exhibit Number - ------- (A)(F) 10-151 - Amendment No. 1 dated as of November 5, 1992 to Tax Indemnification Agreement dated as of September 15, 1987, between Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (A)(F) 10-152 - Amendment No. 2 dated as of January 12, 1993 to Tax Indemnification Agreement dated as of September 15, 1987, between Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (A)(F) 10-153 - Amendment No. 3 dated as of September 30, 1994 to Tax Indemnification Agreement dated as of September 15, 1987, between Chrysler Consortium Corporation, as Owner Participant, and Ohio Edison Company, as Lessee. (F) 10-154 - Assignment, Assumption and Further Agreement dated as of September 15, 1987, among The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with Chrysler Consortium Corporation, The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company, and Toledo Edison Company. (1987 Form 10-K, Exhibit 28-22.) (F) 10-155 - Additional Support Agreement dated as of September 15, 1987, between The First National Bank of Boston, as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with Chrysler Consortium Corporation, and Ohio Edison Company. (1987 Form 10-K, Exhibit 28-23.) 10-156 - Operating Agreement dated March 10, 1987 with respect to Perry Unit No. 1 between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-24.) 10-157 - Operating Agreement for Bruce Mansfield Units Nos. 1, 2 and 3 dated as of June 1, 1976, and executed on September 15, 1987, by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-25.) 10-158 - Operating Agreement for W. H. Sammis Unit No. 7 dated as of September 1, 1971 by and between the CAPCO Companies. (1987 Form 10-K, Exhibit 28-26.) 10-159 - OE-APS Power Interchange Agreement dated March 18, 1987, by and among Ohio Edison Company and Pennsylvania Power Company, and Monongahela Power Company and West Penn Power Company and The Potomac Edison Company. (1987 Form 10-K, Exhibit 28-27.) 10-160 - OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio Edison Company and Pennsylvania Power Company and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-28.) -20- Exhibit Number - ------- 10-161 - Supplement No. 1 dated as of April 28, 1987, to the OE-PEPCO Power Supply Agreement dated March 18, 1987, by and among Ohio Edison Company, Pennsylvania Power Company, and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-29.) 10-162 - APS-PEPCO Power Resale Agreement dated March 18, 1987, by and among Monongahela Power Company, West Penn Power Company, and The Potomac Edison Company and Potomac Electric Power Company. (1987 Form 10-K, Exhibit 28-30.) -21- SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. OHIO EDISON COMPANY BY /s/Harvey L. Wagner ---------------------------------------- Harvey L. Wagner Comptroller Date: March 22, 1995 -22- EX-3 2 CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF OHIO EDISON COMPANY W. R. Holland, who is President and G. F. LaFlame, who is Secretary of the above named Ohio corporation for profit with its principal location at Akron, Ohio do hereby certify that at a meeting of the Board of Directors called and held on the 21st day of June, 1994, Amended Articles of Incorporation were unanimously adopted to consolidate the provisions of the Company's original Articles and all previously adopted amendments thereto which were then in force. These Amended Articles take the place of and supersede the existing Articles as theretofore amended. The Amended Articles so adopted are as follows: AMENDED ARTICLES OF INCORPORATION --------------------------------- FIRST: The name of the corporation is Ohio Edison Company (hereinafter referred to as the "Corporation"). SECOND: The place in the State of Ohio where its principal office is located is the City of Akron, Summit County. THIRD: The purpose or purposes for which such Corporation is formed are: (1) To manufacture, acquire by purchase, lease or otherwise, transmit, distribute, sell and supply electricity to public and private consumers for light, heat and power and any or all other uses. (2) To manufacture, acquire by purchase, lease or otherwise transmit, distribute, sell and supply steam and hot water for heat and power and any or all other uses. (3) To manufacture, acquire by purchase, lease or otherwise, transmit, distribute, sell and supply cold water and ice for cold storage and refrigerator purposes and any or all other uses. (4) To manufacture, acquire by purchase, lease or otherwise, transmit, distribute, sell and supply natural or artificial gas for light, heat and power and any or all other uses. (5) To acquire, own, maintain, operate and dispose of street and interurban railroads, with all necessary or convenient appurtenances and appliances incidental to the operation of street and interurban railroads, said railroads to be operated by electric or other motive power except steam or animal power, telegraph and telephone lines, and to acquire, own, maintain, operate and dispose of automobiles and busses with all necessary or convenient appurtenances and appliances incidental to the operation of automobiles and busses and to engage in the general business of a common carrier upon its railroad or lines of railway, and telegraph and telephone lines, or with its automobiles and busses. (6) To acquire and hold the securities of electric power and light and gas companies and other public utility companies and companies owning the stocks or securities of public utility companies. (7) To acquire and hold the securities of companies engaged in the business of operating or supervising the operation of public utility companies and of companies doing a general construction, engineering or contracting business with public utility or other companies. (8) To invest and deal with the monies of the Corporation in any manner, and to acquire by purchase, by the exchange of stock or other securities of the Corporation, by subscription or otherwise and to invest in, to hold for investment or for any other purpose and to deal in and to use, sell, pledge or otherwise dispose of any stocks, bonds, notes, debentures and other securities and obligations of any Government, State, municipality or corporation or association or partnership, domestic or foreign, (including without prejudice to the generality of the foregoing the companies described in paragraphs 6 and 7 above), and while owner of any such stocks, bonds, notes, debentures or other securities or obligations, to exercise all the rights, powers and privileges of ownership, including among other things the right to vote thereon for any and all purposes. (9) Either directly, or through subsidiary companies, to engage in the business of operating or supervising the management or operation of public utility companies. (10) To aid in any lawful manner by loan, subsidy, guaranty or otherwise, any company whose stocks, bonds, notes, debentures or other securities or obligations are held or controlled directly or indirectly by the corporation, and to do any and all lawful acts or things necessary or advisable to protect, preserve, improve or enhance the value of any such stocks, bonds, notes, debentures or other securities or obligations. (11) To guarantee and to assume the payment of any dividends on any shares of the capital stock of any company in which the Corporation may either directly or indirectly have an interest as stockholder or otherwise, and to assume and to guarantee by endorsement or otherwise the payment of the principal of and the interest on bonds, notes or other obligations created or to be created by any such company. (12) To acquire, to develop, to improve, to sell, to assign, to transfer, to convey, to lease, to sublease, to pledge and to otherwise alienate and dispose of and to mortgage or otherwise encumber real property situated in any part of the world and the fixtures and personal property incident thereto or connected therewith. (13) To develop and turn to account any land acquired by or in which the Corporation is interested and in particular by laying out and preparing the same for building purposes, constructing, altering and fully equipping buildings and by letting the same by building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, contractors, tenants and others. (14) To construct, improve and fully equip electric power generating works, stations and substations, transmission lines, steam heating plants, water works, gas works, reservoirs, roads and additions to or extensions or betterments of any and all of the same, and other works and conveniences which the Corporation may deem directly or indirectly conducive to these objects, and to sell, assign, transfer, convey, lease and/or sublease any of said stations, substations, works or conveniences to any other corporation or corporations, association or associations, or individual or individuals authorized to purchase or otherwise acquire or lease the same. (15) To purchase, to sell, to manufacture and generally to deal in building materials and goods, wares and merchandise and to carry on any other lawful trade or business incidental to or proper or useful in connection with the purchase, sale, ownership, construction and equipment of its property. (16) To acquire, to hold, to own, to make, to dispose of and generally to deal in grants, concessions, franchises, rights of way and contracts of every kind from or with any person, firm, association, corporation, private, public or municipal, or body politic, and from or with the government or public authorities of the United States, or of any State, territory, possession or dependency thereof, or from or with the District of Columbia, or from or with any foreign government; to cause to be formed, to promote and to aid in any way in the formation of any corporation or association, domestic or foreign. (17) To make and enter into all manner and kinds of contracts, agreements and obligations for the purchasing, acquiring, holding, using, dealing in, selling or otherwise disposing of any and all kinds of property, real and personal. (18) To borrow money, to issue bonds, debentures, notes or other obligations secured or unsecured of the Corporation; to secure the same by mortgage or mortgages or deed or deeds of trust or pledge or other lien upon any or all of the property, rights, privileges and franchises of the Corporation wheresoever situated, acquired or to be acquired; to confer upon the holders of any debentures, bonds, notes or other obligations of the Corporation secured or unsecured the right to convert the same into any class of stock of any series of the Corporation now or hereafter to be issued upon such terms as shall be fixed by the Board of Directors subject to the provisions hereof; to sell, to pledge and to otherwise dispose of any or all bonds, debentures, notes or other obligations of the Corporation; to purchase and otherwise to acquire shares of its own capital stock and to hold, to sell, to assign, to transfer and to reissue any or all of such shares; provided that the Corporation shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of the stated capital of the Corporation, except as such purchase out of capital may be permitted by law, and provided further that shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly. (19) To acquire, to hold, to use, to sell, to assign, to lease, to mortgage and otherwise to dispose of letters patent of the United States or of any other country, patents, patent rights, copyrights, licenses and privileges, inventions, improvements and processes, trade marks and trade names or pending applications therefore, relating to or useful in connection with any business of the Corporation or of any other company or association in which the Corporation may have an interest directly or indirectly as a stockholder or otherwise. (20) To deal in stocks and securities either as an agent or broker or underwriter, or otherwise; to make advances or loans upon the pledge of securities to be bought, sold or otherwise dealt in, or without security, so far as may be permitted by law. (21) To have and to exercise all the powers now or hereafter conferred by the laws of the State of Ohio upon corporations organized under the laws under which the Corporation is organized and any and all laws amendatory thereof and supplemental thereto. (22) To conduct business in the State of Ohio, other States, the District of Columbia, the territories and colonies of the United States and in foreign countries, and to have one or more offices out of the State of Ohio, as well as within said State, and to hold, purchase, mortgage and convey real and personal property out of the State of Ohio as well as within said State. (23) Generally to carry on and undertake any other lawful business of the same general nature, which may from time to time seem to the directors of the Corporation capable of being conveniently carried on in connection with the above objects, or calculated directly or indirectly to render valuable or enhance the value of any of the Corporation's properties, privileges or rights. (24) Generally to perform any and all acts connected with, arising from or incidental to the business to be carried on by the Corporation, and to do all acts necessary and proper for the purposes of its business. The foregoing clauses shall be construed both as objects and powers; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the objects or powers of the Corporation, and that the Corporation shall possess such incidental powers as are reasonably necessary or convenient for the accomplishment of any of the objects or powers hereinbefore enumerated, either alone or in association with other corporations, associations, firms or individuals, to the same extent and as fully as individuals might or could do as principals, agents, contractors or otherwise. FOURTH: The maximum number of shares which the Corporation is authorized to have outstanding is one hundred ninety-seven million (197,000,000), of which six million (6,000,000) are to have a par value of One Hundred Dollars ($100) per share, eight million (8,000,000) are to have a par value of Twenty-five Dollars ($25) per share, one hundred seventy-five million (175,000,000) are to have a par value of Nine Dollars ($9) per share and eight million (8,000,000) are to have no par value. The shares so authorized are to be classified as follows: (a) DESIGNATION OF CLASSES. Preferred Stock, Six million (6,000,000) shares, with a par value of $100 per share; Class A Preferred Stock, Eight million (8,000,000) shares, with a par value of Twenty-five Dollars ($25) per share; Preference Stock, Eight million (8,000,000) shares, with no par value; Common Stock, One hundred seventy-five million (175,000,000) shares, with a par value of $9 per share. (b) EXPRESS TERMS AND PROVISIONS OF CLASSES. See Exhibit A attached hereto which is made a part hereof as though fully set forth at this place. OTHER PROVISIONS Rights of Directors in Declaring Dividends: A director shall be fully protected in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid. Rights to Treat Registered Holders as Owners: The Corporation shall be entitled to treat the person in whose name any share, right or option is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share, right or option on the part of any other person, whether or not the Corporation shall have notice thereof, save as may be expressly provided by the laws of the State of Ohio. FIFTH: No creditor of the Corporation shall have any claim or right of action against a shareholder as such, except as may be expressly provided by the laws of the State of Ohio. SIXTH: The number of directors of the Corporation which shall constitute the whole Board shall be such as from time to time shall be fixed by, or in the manner provided in, the Code of Regulations, and such number may be altered from time to time in the manner provided in such Code of Regulations, or by amendment thereof, adopted by the stockholders in the manner provided therein and by the laws of Ohio, but such number shall in no case be less than three. Vacancies caused by an increase in the number of Directors or otherwise may be filled by the Board of Directors in the manner provided in the Code of Regulations. Directors need not be stockholders. Any director may be removed at any time with or without cause upon the affirmative vote of the holders of a majority of the stock of the Corporation at that time entitled to vote for directors. SEVENTH: The following additional provisions are inserted for the management of the business and for the conduct of the affairs of this Corporation and for the creation, definition, limitation and regulation of the powers of the Corporation, the directors and the stockholders: (1) The Board of Directors shall have power from time to time to fix and determine and to vary the amount to be reserved as a working capital of the Corporation and, before the payment of any dividends or making any distribution of profits, it may set aside out of the net profits of the Corporation such sum or sums as it may from time to time in its absolute discretion think proper whether as a reserve fund to meet contingencies or for the equalizing of dividends or for repairing or maintaining any property of the Corporation or for such corporate purposes as the Board shall think conducive to the interests of the Corporation, subject only to such limitations as the Code of Regulations of the Corporation may from time to time impose. (2) In the absence of fraud no contract or other transaction between this Corporation and any other corporation shall be affected by the fact that directors of this Corporation are directors of such other corporation, if such contract or transaction shall be approved or ratified by the affirmative vote of a majority of the directors present at a meeting of the Board of Directors or the committee of this Corporation having authority in the premises, who are not so interested. Any director individually, or any firm of which any director is a partner, may be a party to or may be interested in any contract or transaction of this Corporation provided that such contract or transaction shall be approved or ratified by the affirmative vote of at least a majority of the directors present at a meeting of the Board of Directors or the committee of the Corporation having authority in the premises, who are not so interested. No director shall be liable by reason of his interest in such transaction or contract to account to the Corporation for any profit realized by him from or through any such transaction or contract of the Corporation, ratified or approved as aforesaid. Directors interested in any contracts or transactions of the types described in the foregoing paragraph may be counted when present at meetings of the Board of Directors or of any committee for the purpose of determining the existence of a quorum to consider and vote upon any such contract or transaction. Any director whose interest in any such contract or transaction arises solely by reason of the fact that he is a stockholder, officer or creditor of such other company (or solely by reason of the fact that he is a director of such other company or partner in such firm where such dealing, contract or arrangement is made by officers or employees of the Corporation in the ordinary performance of their duties and without the actual participation of such director) shall not be deemed interested in such contract or other transaction under any of the provisions of this paragraph (2), nor shall any such contract or transaction be void or voidable, nor shall any such director be liable to account because of such interest nor need any such interest be disclosed. No contract or other transaction between this Corporation and any other corporation, at least a majority of the stock of which having voting power is owned or controlled by the Corporation or which owns or controls at least a majority of the stock having voting power of the Corporation, shall in any case be void or voidable because of the fact that directors of this Corporation are directors of such other corporation, nor shall any such director be deemed interested in such contract or other transaction under any of the provisions of this subdivision (2), nor shall any such director be liable to account because of such relation, nor need any such relation be disclosed. No contract or other transaction between this Corporation and any other corporation or firm which provides for the purchase and sale of securities or other property or for any other action by this Corporation upon terms not less favorable to this Corporation than those offered to others, shall in any case be void or voidable because of the fact that directors of this Corporation are directors of such other corporations or partners in such firm, nor shall any director be deemed interested in such contract or other transaction under any of the provisions of this subdivision (2), nor shall any such director be liable to account because of such relation, nor need any such relation be disclosed. Any contract, or act, including contracts in which any director or directors of the Corporation are interested directly or indirectly, that shall be approved or ratified by the vote of the holders of a majority of the capital stock of the Corporation having voting powers which is represented in person or by proxy at any annual meeting of stockholders or at any special meeting called for the purpose, among others, of considering the approval or ratification of the acts of officers and/or directors (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all its stockholders as though it had been approved or ratified by every stockholder of the Corporation. (3) The Board of Directors shall also have power without the assent or vote of the stockholders to fix the times for the declaration and payment of dividends; to authorize and cause to be executed and delivered mortgages on and instruments of pledge, or any other instruments creating liens, on the real and personal property of the Corporation; and to make and determine the use and disposition of any surplus or net profits over and above the stated capital of the Corporation. (4) The Board of Directors shall have power, in its discretion, to redeem any preferred or special shares, if subject to redemption, or to purchase any preferred or special shares which are subject to redemption at not exceeding the redemption price thereof, and, in the case of the redemption or purchase of such preferred or special shares which are subject to redemption, to withdraw and apply to such redemption or purchase an amount out of its stated capital which shall not exceed with respect to any share an amount equal to that part of the consideration received by the Corporation for said share as stated capital plus that part if any of the surplus which may have been transferred to stated capital with respect to such share. Nothing contained in this paragraph (4) shall in any way affect the rights of the Corporation to redeem or purchase any of its shares to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated capital and to hold such shares or to resell them for such consideration as shall be fixed from time to time by the Board of Directors, and power and authorization so to redeem, purchase, hold, and resell its shares or to purchase, hold and sell the shares of a corporation which owns or controls shares of the Corporation entitling such corporation to elect a majority of the Board of Directors of the Corporation is vested solely in the Board of Directors. (5) In the event that any excess of assets over the amount of the stated capital of the Corporation at any time is created by any reduction of stated capital, then the Board of Directors is hereby expressly authorized to dispose of such excess of assets created by the reduction of stated capital and such excess of assets shall be passed to and added to the surplus of the Corporation and thereafter shall be subject to disposition by the Board of Directors in all respects as surplus paid in by shareholders. (6) The Board of Directors may authorize any mortgage, deed of trust or similar instrument on all or any part of the Corporation's property, real or personal, for the purpose of securing the payment or performance of any contract or obligation. No vote or consent of shareholders shall be necessary to authorize such action by the Board of Directors. (7) The Board of Directors shall have the power to appoint an Executive Committee from among their number, which Committee, to the extent and in the manner provided in the Code of Regulations of the Corporation, shall have and may exercise all of the powers of the Board of Directors, so far as may be permitted by law, in the management of the business and affairs of the Corporation whenever the Board of Directors is not in session. The fact that the Executive Committee has acted shall be conclusive evidence that the Board of Directors was not in session at the time of such action. (8) The Board of Directors, in addition to the powers and authority expressly conferred upon it hereinbefore and by statute and by the Code of Regulations, is hereby empowered to exercise all such powers as may be exercised by the Corporation; subject, nevertheless, to the provisions of the statutes of the State of Ohio, of these Articles as they may be from time to time amended and to any regulation that may from time to time be made by the stockholders, provided that no regulation so made shall invalidate any provision of these Articles as they may be from time to time amended or any prior act of the directors which would have continued valid if such regulation had not been made. EIGHTH: The Corporation may, by action taken at any meeting of its Board of Directors, sell, lease, exchange or otherwise dispose of all or substantially all of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds, or other instruments for the payment of money or other property or considerations, and, if desired, may divide or distribute such considerations among its shareholders on such terms and basis and in such manner as its Board of Directors deems expedient, when and as authorized by the vote of holders of shares entitling them to exercise a majority of the voting power on such proposal, at a shareholders' meeting called for that purpose. Nothing in this Article Eighth is intended to restrict the power of the Corporation, without the authorization thereof by the shareholders, to sell, lease, exchange, or otherwise dispose of, any of its property if thereby the corporate business be not substantially limited, or if the proceeds of such property be appropriated to the conduct or development of its remaining business. NINTH: The Corporation may upon the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation as hereinbefore described, at a meeting called for the purpose, confer upon the holders of any bonds, debentures or obligations issued or to be issued by the Corporation whether secured by mortgage or otherwise the power to vote on election of directors and in respect of the corporate affairs and management of the Corporation and, in such case, shall fix the extent to which and the conditions and the manner in which such power to vote shall be exercised; provided, however, that when such voting power has been conferred it shall not be diminished as to any bonds, debentures or obligations while they are outstanding and, likewise, the Corporation may, but shall not be obligated to, confer upon the holders of bonds, debentures or obligations the right of inspection of the books of account and minutes of the meetings, and any other rights which the shareholders of said Corporation have or may have, to the extent that may be determined at such meeting. TENTH: Except as in these Articles otherwise expressly provided, any dissenting shareholder who by the provisions of the statutes of the State of Ohio is entitled to relief when the articles of the Corporation have been amended or when all or substantially all of the corporate assets of the Corporation have been authorized to be sold, leased, exchanged or otherwise disposed of or when a consolidation or reorganization of the Corporation has been authorized, shall be compensated in the manner set forth and subject to the terms and conditions provided in this Article Tenth, and not otherwise. In the event that such shareholder (a) shall have objected in writing to such proposed amendment or other matter prior to or by vote or otherwise in writing at the meeting of the shareholders called for the purpose of voting upon such amendment or other matter which entitles such shareholder to such relief, and (b) shall have within twenty days after the amendment or certificate effecting such amendment or other matter has been filed with the Secretary of State demanded in writing from the Corporation payment of his stock, such shareholder shall be paid by the Corporation the fair cash value (as hereinafter described) of his stock at the date that written notice of said proposed amendment or other matter on which action was to be taken was sent to the shareholders of the meeting to be held for such purpose. In the event that the shares of stock held by such dissenting shareholder are of a class or classes which is or are dealt in on an established Stock Exchange, the fair cash value of his share shall be conclusively presumed to be the average closing price on such exchange for the seven (7) successive business days (excluding Sundays and holidays) ending with the day of mailing the notice aforesaid. If there is no established Stock Exchange upon which said stock is quoted and the Corporation and such shareholder fail to come to an agreement within thirty days after the date of such written demand, such shareholder may demand an appraisal of his stock by three disinterested persons, one of whom shall be designated by the shareholder, one by the directors of the Corporation and the other by the two selected as aforesaid and may serve written notice on such Corporation designating therein one appraiser and requiring the Corporation to designate a second appraiser within thirty days from the date of service of such notice. If within thirty days from the date of service of such notice the Corporation or its successor shall have failed to designate a second appraiser or if the two appraisers first designated shall fail to designate a third appraiser within thirty days from the designation of the second appraiser, such shareholder may apply to the Court of Common Pleas, or to a judge thereof, in the county in which the principal office of the Corporation or its successor is located to designate a second and a third appraiser, or a third appraiser, as the case may be; and the decision of the appraisers as to the value of such stock shall be final and binding upon the Corporation and such shareholder; in case the value of such stock as so fixed by the appraisers is not paid to such shareholder within sixty days of notice of such decision to the Corporation or its successor, the decision of the appraisers shall be evidence of the amount due from the Corporation or its successors, and such amount may be collected as other debts are by law collectible. Upon receipt of payment in full of the value of such stock, such shareholder shall transfer his stock to the Corporation or its successor, to be disposed of by the directors thereof, or to be retained for the benefit of the remaining shareholders. A shareholder who so objects in writing and demands in writing the payment of the fair cash value of any shares shall not be entitled to vote such shares or to receive any dividends or distributions thereon or to exercise any rights respecting such shares, unless and until the sale, lease, exchange, other disposition, consolidation, reorganization or amendment shall be abandoned, or, with the consent of the Corporation, the objection and demand shall be withdrawn. Any shareholder who does not object and demand in writing the payment of the fair cash value of his shares in the manner and at the time hereinabove provided, shall be concluded by the vote of assenting shareholders. ELEVENTH: The Corporation reserves the right to increase or decrease its authorized capital stock, or any class or series thereof, or to reclassify the same, and to amend, alter, change or repeal any provision contained in these Articles under which the Corporation is organized or in any amendment thereto, in the manner now or hereafter prescribed by law, and all rights conferred upon stockholders in said Articles or any amendment thereto are granted subject to this reservation; provided, however, that the Corporation shall not decrease the amounts which any class or series of the Preferred Stock shall be entitled to receive as dividends or upon dissolution, liquidation or winding up in preference to any other class, or decrease the redemption price of such class or series, unless the holders of all the Preferred Stock of such class or series so affected shall consent thereto. To the extent that the affirmative vote of the holders of shares of Common Stock of the Corporation is required (whether as a class vote, individually or in conjunction with class votes of other classes, or otherwise) to effect an amendment, alteration, change or repeal of any provision contained in these Articles, the affirmative vote of the holders of a majority of such shares shall satisfy such requirement. TWELFTH: Holders of shares of Preferred Stock, Class A Preferred Stock, Preference Stock, and holders of Common Stock of the Corporation shall have no preemptive rights to subscribe to any additional issues of shares of the capital stock of the Corporation of any class, or any rights to exchange shares issued for shares to be issued. THIRTEENTH: Subject to change, and until changed, as provided in the section of the Ohio General Corporation Act relating to the appointment of such an agent, G. F. LaFlame, whose address (including street and number) is 76 South Main Street, Akron, Ohio 44308, is appointed the agent of the Corporation upon whom process, tax notices or demands required or permitted by statute to be served upon a corporation may be served. FOURTEENTH: The code of regulations of the Corporation shall be the code of regulations of Ohio Edison Company as of the date hereof, or as the Code of Regulations may be amended in the manner provided for herein or in the Code of Regulations. FIFTEENTH: These Amended Articles of Incorporation take the place of and supersede the existing articles of incorporation as heretofore amended. IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have subscribed their names this 21st day of June, 1994. /s/ W. R. Holland ---------------------------------------- W. R. Holland, President and Chief Executive Officer /s/ G. F. LaFlame ---------------------------------------- G. F. LaFlame, Secretary Exhibit A OHIO EDISON COMPANY STATEMENT OF THE EXPRESS TERMS OF THE SHARES OF: PREFERRED STOCK, CLASS A PREFERRED STOCK, PREFERENCE STOCK AND COMMON STOCK OF OHIO EDISON COMPANY, AND OF CERTAIN OTHER PROVISIONS RELATING THERETO, AS CONTAINED IN THE ARTICLES OF INCORPORATION OF OHIO EDISON COMPANY, AS AMENDED. Express Terms and Provisions of Classes The express terms and provisions of the shares of each class are as follows: PREFERRED STOCK Provision for Division Into and Issue in Series of Preferred Stock and Grant of Authority to Board of Directors The Shares of the Preferred Stock may be divided into and issued in series. Each such series shall be designated so as to distinguish the shares thereof from the shares of all other series and classes and all shares of the Preferred Stock, irrespective of series, shall be identical except as to the following rights and preferences in respect of any or all of which there may be variations between different series, and authority is hereby expressly granted to and vested in the Board of Directors to establish series and to determine by amendment to these Articles, adopted prior to the issuance of any shares of such series, the following rights and preferences of the shares thereof in accordance with the provisions of the General Corporation Law of the State of Ohio applicable thereto: (a) The rate of dividend and the dividend payment dates; (b) The price at which shares may be redeemed, such price to be not less than $100 or more than $115 per share, plus accrued dividends to the date of redemption; (c) The amount payable upon shares in event of involuntary liquidation, which amount shall not be less than $100 per share or more than $115 per share, plus accrued dividends; (d) The amount payable upon shares in event of voluntary liquidation, which amount shall not be less than $100 per share or more than $115 per share, plus accrued dividends; (e) The terms and conditions, if any, on which shares of such series shall be by their terms convertible into or exchangeable for shares of any other class of stock of the Corporation over which the Preferred Stock has preference as to payment of dividends and as to assets; (f) The sinking fund requirements, if any, for the purchase or redemption of shares of such series which requirements shall not permit the purchase or redemption of shares of such series while the Corporation is subject to the Public Utility Holding Company Act of 1935 if the Corporation is in arrears with respect to dividends on any series of Preferred Stock or Class A Preferred Stock, unless approval for such purchase or redemption has been obtained under that Act. The Board of Directors are hereby authorized to issue and sell all the authorized unissued shares of Preferred Stock as shares of any series. CLASS A PREFERRED STOCK Provision for Division Into and Issue in Series of Class A Preferred Stock and Grant of Authority to Board of Directors The shares of Class A Preferred Stock may be divided into and issued in series. Each such series shall be designated so as to distinguish the shares thereof from the shares of all other series and classes and all shares of the Class A Preferred Stock, irrespective series, shall be identical except as to the following rights and preferences in respect of any or all of which there may be variations between different series, and authority is hereby expressly granted to and vested in the Board of Directors to establish series and to determine by amendment to these Articles, adopted prior to the issuance of any shares of such series, the following rights and preferences of the shares thereof in accordance with the provisions of the General Corporation Law of the State of Ohio applicable thereto: (a) The rate of dividend and the dividend payment dates; (b) The price at which shares may be redeemed, such price to be not less than $25 per share or more than $28.75 per share, plus accrued dividends to the date of redemption; (c) The amount payable upon shares in event of involuntary liquidation, which amount shall not be less than $25 per share or more than $28.75 per share, plus accrued dividends; (d) The amount payable upon shares in event of voluntary liquidation, which amount shall not be less than $25 per share or more than $28.75 per share, plus accrued dividends; (e) The terms and conditions, if any, on which shares of such series shall be by their terms convertible into or exchangeable for shares of any other class of stock of the Corporation over which the Class A Preferred Stock has preference as to payment of dividends and as to assets; (f) The sinking fund requirements, if any, for the purchase or redemption of shares of such series which requirements shall not permit the purchase or redemption of shares of such series while the Corporation is subject to the Public Utility Holding Company Act of 1935 if the Corporation is in arrears with respect to dividends on any series of Class A Preferred Stock or Preferred Stock, unless approval for such purchase or redemption has been obtained under that Act. The Board of Directors are hereby authorized to issue and sell all the authorized and unissued shares of Class A Preferred Stock as shares of any series. General Provisions The following provisions shall apply to all of the Preferred Stock and Class A Preferred Stock irrespective of series: (A) The holders of the Preferred Stock and Class A Preferred Stock of each series shall be entitled to receive dividends, payable when and as declared by the Board of Directors, on such dates and at such rates as shall be determined for the respective series, from the first day of the current dividend period within which such stock shall have been originally issued, before any dividends shall be declared or paid upon or set apart for the Common Stock or any other class of stock of the Corporation not having preference over the Preferred Stock and Class A Preferred Stock as to payment of dividends. Such dividends shall be cumulative so that if for any dividend period or periods dividends shall not have been paid or declared and set apart for payment upon all outstanding Preferred Stock and Class A Preferred Stock at the rates determined for the respective series, the deficiency shall be fully paid, or declared and set apart for payment, before any dividends shall be declared or paid upon the Common Stock or any other class of stock of the Corporation not having preference over the Preferred Stock and Class A Preferred Stock as to payment of dividends. Dividends shall not be declared and set apart for payment, or paid, on the Preferred Stock or Class A Preferred Stock of any one series, for any dividend period, unless dividends have been or are contemporaneously declared and set apart for payment or paid on the Preferred Stock and Class A Preferred Stock of all series for all dividend periods terminating on the same or an earlier date. (B) When full cumulative dividends as aforesaid upon the Preferred Stock and Class A Preferred Stock of all series then outstanding for all past dividend periods and for the current dividend periods shall have been paid or declared and set apart for payment, the Board of Directors may declare dividends on the Common Stock or any other class of stock over which the Preferred Stock or Class A Preferred Stock has preference as to payment of dividends, and no holders of any series of the Preferred Stock or Class A Preferred Stock as such shall be entitled to share therein; provided, however, that, so long as any shares of the 4.40% Preferred Stock or the 3.90% Preferred Stock are outstanding, no dividends (other than dividends paid in or presently thereafter repaid to the Corporation for or as a capital contribution with respect to stock over which the Preferred Stock and Class A Preferred Stock have preference as to payment of dividends and as to assets) shall be paid or any other distribution of assets made, by purchase of shares or otherwise, on Common Stock or any other class of stock over which the Preferred Stock and Class A Preferred Stock have preference as to payment of dividends or as to assets except out of accumulated surplus available for distribution to stock over which the Preferred Stock and Class A Preferred Stock have preference as to payment of dividends and as to assets, earned subsequent to September 30, 1944, or if, at the time of declaration thereof or the making of such distribution, there shall not remain to the credit of earned surplus account (after deducting therefrom the amount of such dividends and distribution) an amount at least equal to one and one-half times the annual dividend requirements on all then outstanding shares of the Preferred Stock and Class A Preferred Stock and on all other classes of stock over which the Preferred Stock and Class A Preferred Stock do not have preference as to payment of dividends and as to assets. So long as any shares of the Preferred Stock and Class A Preferred Stock are outstanding, the Corporation shall not (except as may be approved or permitted by the affirmative favorable vote of the holders of at least 66-2/3% of the total number of shares of Preferred Stock and Class A Preferred Stock at the time outstanding voting as a single class, such total number of shares for this purpose to be calculated on the basis of each share of Preferred Stock being counted as one share and each share of Class A Preferred Stock being counted as one-quarter share), declare or pay any dividends on the Common Stock, except as follows: (a) If and so long as the common stock equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Corporation shall not declare such dividend in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 50% of the consolidated net income of the Corporation and its subsidiary companies available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividend is declared; (b) If and so long as the common stock equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Corporation shall not declare such dividend in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 75% of the consolidated net income of the Corporation and its subsidiary companies available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividend is declared; and (c) At any time when the common stock equity is 25% or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the common stock equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above. For the purposes of the foregoing limitation (i) the term "common stock equity" shall mean the sum of the par value of, or stated value or capital represented by, the shares of Common Stock of the Corporation, and the consolidated surplus, earned, capital and paid-in, of the Corporation and its subsidiary companies (including any premiums on Common Stock but excluding any premiums on the Preferred Stock and Class A Preferred Stock), whether or not available for the payment of dividends on the Common Stock; (ii) the term "total capitalization" shall mean the sum of the par value of, or stated value or capital represented by, the capital stock of all classes of the Corporation and its subsidiary companies outstanding in the hands of the public, the consolidated surplus, earned, capital and paid-in, of the Corporation and its subsidiary companies (including any premiums on any such capital stock), whether or not available for the payment of dividends on the Common Stock, and the principal amount of all debt of the Corporation and its subsidiary companies outstanding in the hands of the public, maturing more than twelve months after the date of the determination of the total capitalization; and (iii) the term "dividends on Common Stock" shall embrace dividends on Common Stock of the Corporation (other than dividends payable only in shares of such Common Stock), distributions on, and purchases or other acquisitions for value of any Common Stock of the Corporation. (C) Upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of Preferred Stock and Class A Preferred Stock of each series, without any preference of the shares of any series of Preferred Stock or Class A Preferred Stock over the shares of any other series of Preferred Stock or Class A Preferred Stock, shall be entitled to receive out of the assets of the Corporation, whether capital, surplus or other, before any distribution of the assets to be distributed shall be made to the holders of Common Stock or of any other class of stock not having preference as to assets over the Preferred Stock and Class A Preferred Stock, the amount determined to be payable on the shares of such series in the event of voluntary or involuntary liquidation, as the case may be. In case the assets shall not be sufficient to pay in full the amounts determined to be payable on all the shares of Preferred Stock and Class A Preferred Stock in the event of voluntary or involuntary liquidation, as the case may be, then the assets available for such payment shall be distributed to the extent available as follows: first, to the payment, pro rata, of an amount per share on each share of Preferred Stock and Class A Preferred Stock outstanding irrespective of series equal to the par value thereof; second, to the payment of the accrued dividends on such shares, such payment to be made pro rata in accordance with the amount of accrued dividends on each such share; and, third, to the payment of any amounts in excess of the par value per share plus accrued dividends which shall have been determined to be payable on the shares of any series of Preferred Stock and Class A Preferred Stock in the event of voluntary or involuntary liquidation, as the case may be, such payment also to be made pro rata in accordance with the amounts, if any, so payable on each such share. After payment to the holders of the Preferred Stock and of the Class A Preferred Stock of the full preferential amounts hereinabove provided for, the holders of the Preferred Stock and of the Class A Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation, either upon any distribution of such assets or upon dissolution, liquidation or winding up, and the remaining assets to be distributed, if any, upon a distribution of such assets or upon dissolution, liquidation or winding up, may be distributed among the holders of the Common Stock or of any other class of stock over which the Preferred Stock and the Class A Preferred Stock have preference as to assets. Without limiting the right of the Corporation to distribute its assets or to dissolve, liquidate or wind up in connection with any sale, merger, or consolidation, the sale of all or substantially all of the property of the Corporation to, or the merger or consolidation of the Corporation with or into, any other corporation shall not be deemed to be a distribution of assets or a dissolution, liquidation, or winding up for the purposes of this paragraph. (D) At the option of the Board of Directors of the Corporation, the Corporation may redeem any series of Preferred Stock or Class A Preferred Stock determined to be redeemable, or any part of any series, at any time at the redemption price determined for such series; provided, however, that not less than thirty nor more than sixty days previous to the date fixed for redemption a notice of the time and place thereof shall be given to the holders of record of the Preferred Stock or Class A Preferred Stock so to be redeemed, by mail or publication, in such manner as may be prescribed by the Code of Regulations of the Corporation or by resolution of the Board of Directors; and, provided, further, that, in every case of redemption of less than all of the outstanding shares of any one series of Preferred Stock or Class A Preferred Stock, the shares of such series to be redeemed shall be chosen by lot in such manner as may be prescribed by resolution of the Board of Directors. At any time after notice of redemption has been given in the manner prescribed by the Code of Regulations of the Corporation or by resolution of the Board of Directors to the holders of stock so to be redeemed, the Corporation may deposit the aggregate redemption price with some bank or trust company in the Borough of Manhattan, the City of New York, named in such notice, payable on the date fixed for redemption as aforesaid and in the amounts aforesaid to the respective orders of the holders of the shares so to be redeemed, on endorsement to the Corporation, or otherwise, as may be required, and upon surrender of the certificates for such shares. Upon the deposit of said money as aforesaid, or, if no such deposit is made, upon said redemption date (unless the Corporation defaults in making payment of the redemption price as set forth in such notice), such holders shall cease to be shareholders with respect to said shares, and from and after the making of said deposit, or, if no such deposit is made, after the redemption date (the Corporation not having defaulted in making payment of the redemption price as set forth in such notice), the said holders shall have no interest in or claim against the Corporation, with respect to said shares, but from and after the date fixed for redemption as aforesaid shall be entitled only to receive said monies from said bank or trust company, or if no such deposit is made, or if such deposit has been made and thereafter paid over to the Corporation as hereinafter provided, from the Corporation, without interest thereon, upon endorsement, if required, and surrender of the certificates as aforesaid. In case the holder of any such Preferred Stock or Class A Preferred Stock shall not, within six years after said deposit, claim the amount deposited as above stated for the redemption thereof, the Depositary shall upon demand pay over to the Corporation such amounts so deposited and the Depositary, but not the Corporation, shall thereupon be relieved from all responsibility to the holder thereof. Nothing herein contained shall limit any legal right of the Corporation to purchase any shares of the Preferred Stock or Class A Preferred Stock. Any shares of Preferred Stock or Class A Preferred Stock redeemed, purchased or otherwise acquired shall not be reissued but shall be retired and cancelled. (E) So long as any shares of the Preferred Stock or Class A Preferred Stock are outstanding, the Corporation shall not: (a) without the affirmative vote in favor thereof of the holders of at least 66-2/3% of the total number of shares of Preferred Stock and Class A Preferred Stock at the time outstanding voting as a single class, such total number of shares for this purpose to be calculated on the basis of each share of Preferred Stock being counted as one share and each share of Class A Preferred Stock being counted as one-quarter share, issue (such issuance to be within 180 days after such a vote) any shares of any class of stock preferred as to dividends or assets over the Preferred Stock and Class A Preferred Stock or any security convertible into such class of stock, or adopt an amendment of these Articles, which would either (i) create or authorize any shares of any class preferred as to dividends or assets over the Preferred Stock and Class A Preferred Stock, or (ii) change any of the rights and preferences of the then outstanding Preferred Stock or Class A Preferred Stock in any manner substantially prejudicial to the holders thereof; provided, however, that if any such change would adversely affect the holders of only one such class of stock, only the affirmative vote of the holders of at least 66-2/3% of the class so affected shall be required; and provided, further, that nothing in this paragraph contained shall authorize the adoption of any amendment of these Articles by the vote of the holders of a less number of shares of Preferred Stock or Class A Preferred Stock, or of any other class of stock, or of all classes of stock, then is required for adoption of such amendment by the laws of the State of Ohio at the time applicable thereto; (b) sell, lease, exchange, or otherwise dispose of all or substantially all its property or merge or consolidate with or into any other corporation or corporations, without the affirmative vote in favor of such sale, lease, exchange, disposition, merger or consolidation of the holders of at least a majority of the total number of shares of Preferred Stock and Class A Preferred Stock at the time outstanding voting as a single class, such total number of shares for this purpose to be calculated on the basis of each share of Preferred Stock being counted as one share and each share of Class A Preferred Stock being counted as one-quarter share, unless such sale, lease, exchange, disposition, merger or consolidation, or the issuance and assumption of all securities to be issued or assumed in connection with any such sale, lease, exchange, disposition, merger or consolidation, shall have been ordered, approved or permitted by a regulatory authority of the United States of America having jurisdiction in the premises; provided, however, that nothing in this paragraph contained shall authorize any such sale, lease, exchange, disposition, merger or consolidation by the vote of the holders of a less number of shares of the Preferred Stock or Class A Preferred Stock, or of any other class of stock, or of all classes of stock, than is required for such sale, lease, exchange, disposition, merger or consolidation by the laws of the State of Ohio at the time applicable thereto; and provided, further, that the provisions of this paragraph shall not apply to a purchase or other acquisition by the Corporation of franchises or assets of another corporation in any manner which does not involve a merger or consolidation; (c) issue or assume (unless such issue or assumption shall have been approved by the affirmative vote of the holders of at least a majority of the total number of shares of Preferred Stock and Class A Preferred Stock at the time outstanding voting as a single class, such total number of shares for this purpose to be calculated on the basis of each share of Preferred Stock being counted as one share and each share of Class A Preferred Stock being counted as one-quarter share), any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation, (ii) the reacquisition, redemption or other retirement of any indebtedness, or (iii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock and issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation and then outstanding (including unsecured securities then to be issued or assumed but excluding the principal amount of any unsecured notes, debentures or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in amount not exceeding 20% of the aggregate of (1) and (2) immediately hereinbelow described) would exceed 20% of the aggregate of (1) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding and (2) the aggregate, at the time of such issue or assumption, of the par value of, or stated capital represented by, the outstanding shares of all classes of stock and of the surplus of the Corporation, paid-in, earned and other, if any. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (1) and (2) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures or other securities, representing unsecured debt of a maturity in excess of ten (10) years, the amount of any such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (1) and (2) above of unsecured debt of a maturity of less than ten (10) years, provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial unsecured debt of which the original latest maturity was in excess of ten (10) years shall not, for purposes of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within five (5) years; furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed 20% of the sum of (1) and (2) above, no additional unsecured notes, debentures or other securities representing unsecured debt shall be issued or assumed (except for the purposes set forth in (i), (ii) and (iii) above) until such ratio is reduced to 20% of the sum of (1) and (2) above; or (d) issue, sell or otherwise dispose of any shares of Preferred Stock or Class A Preferred Stock, or issue, sell or otherwise dispose of any class of stock ranking pari passu with the Preferred Stock ---------- and Class A Preferred Stock as to the payment of dividends and as to assets, unless, in either case, (i) the net income of the Corporation available for the payment of dividends for a period of twelve consecutive calendar months within the fifteen calendar months immediately preceding the issuance, sale or disposition of such stock (including, in any case in which such stock is to be issued, sold or otherwise disposed of in connection with the acquisition of property, the net income of the property to be acquired, computed on the same basis as the net income of the Corporation available for the payment of dividends) is at least equal to twice the annual dividend requirements on all shares of Preferred Stock and Class A Preferred Stock and of all classes of stock over which the Preferred Stock and Class A Preferred Stock do not have preference as to the payment of dividends and as to assets, including the shares proposed to be issued, to be outstanding immediately following such issuance, sale or disposition, and (ii) the gross income of the Corporation available for the payment of interest for a period of twelve consecutive calendar months within the fifteen calendar months immediately preceding the issuance, sale or disposition of such stock (including, in any case in which such stock is to be issued, sold or otherwise disposed of in connection with the acquisition of property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation available for the payment of interest) is at least equal to one and one-half (1-1/2) times the aggregate of the annual interest requirements (adjusted by provision for amortization of debt discount and expense or of premium on debt, as the case may be) on all indebtedness of the Corporation and the annual dividend requirements (adjusted by provision for amortization of Preferred Stock and Class A Preferred Stock premium and expense) on all shares of Preferred Stock and Class A Preferred Stock and of all classes of stock over which the Preferred Stock and Class A Preferred Stock do not have preference as to the payment of dividends and as to assets, including the shares proposed to be issued, to be outstanding immediately following such issuance, sale or disposition, and (iii) the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation, in respect of all shares of the Preferred Stock and Class A Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that the Corporation shall not thereafter pay any dividends on Common Stock (the term "dividends on Common Stock" shall have the definition set forth in paragraph (B) hereinabove) unless immediately thereafter the Corporation's common stock equity (the words "common stock equity" as used in this sub-paragraph meaning the sum of the par or stated value of the outstanding Common Stock of the Corporation, the earned surplus and the capital and paid-in surplus of the Corporation, whether or not available for the payment of dividends on the Common Stock, and any premium on the Common Stock of the Corporation) shall be at least equal to the aggregate amount payable, on involuntary liquidation, dissolution or winding up of the Corporation, on all shares of the Preferred Stock and Class A Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock and Class A Preferred Stock, as to dividends or other distributions, at the time outstanding; provided, however, that all or any of the foregoing limitations contained in (ii) and (iii) of this subdivision (d) may at any time and all or any of the foregoing limitations contained in (i) of this subdivision (d) may, if and whenever there are no longer outstanding shares of the 4.40% Preferred Stock or of the 3.90% Preferred Stock, be waived by the affirmative vote in favor thereof of the holders of at least a majority of the total number of shares of preferred Stock and Class A Preferred Stock at the time outstanding voting as a single class, such total number of shares for this purpose to be calculated on the basis of each share of Preferred Stock being counted as one share and each share of Class A Preferred Stock being counted as one-quarter share. (F) So long as there are any shares of the 4.40% Preferred Stock or of the 3.90% Preferred Stock outstanding, the Corporation shall not issue, sell or otherwise dispose of any shares of Preferred Stock or Class A Preferred Stock if the total number of shares thereof thereafter issued and outstanding would exceed 200,000, such total number of shares for this purpose to be calculated on the basis of each share of Preferred Stock being counted as one share and each share of Class A Preferred Stock being counted as one-quarter share, or issue, sell or otherwise dispose of any class of stock ranking pari passu with the Preferred Stock and ---------- Class A Preferred Stock as to the payment of dividends and as to assets, unless, in any such case, prior thereto or simultaneously therewith, the total par value of, or stated capital represented by, shares of stock over which the Preferred Stock and Class A Preferred Stock have preference as to the payment of dividends and as to assets shall have been increased over $14,366,776 by an amount at least equal to $75 for each share so to be issued of Preferred Stock and $18.75 for each share so to be issued of Class A Preferred Stock, including the shares to be issued, in excess of 200,000 shares calculated as set forth above and by an amount equal to $75 for each share so to be issued of any kind of stock over which the Preferred Stock and Class A Preferred Stock do not have preference as to the payment of dividends and as to assets. (G) The term "accrued dividends" shall be deemed to mean in respect of any share of the Preferred Stock or Class A Preferred Stock of any series, as of any given date, the amount, if any, by which the product of the rate of dividend per annum, determined upon the shares of such series, multiplied by the number of years and any fractional part of a year which shall have elapsed from the date after which dividends on such stock became cumulative to such given date, exceeds the total dividends actually paid on such stock and the dividends declared and set apart for payment. Accumulations of dividends shall not bear interest. The term "outstanding", whenever used herein with respect to shares of Preferred Stock or Class A Preferred Stock or of any other class of stock which are by their terms redeemable, or with respect to bonds or other evidences of indebtedness, shall not include any such shares or bonds or evidences of indebtedness which have been called for redemption in accordance with the provisions applicable thereto, of which call for redemption notice shall have been given, as required by such provisions, and for the redemption of which a sum of money sufficient to pay the amount payable on such redemption shall have been deposited with a bank or trust company, in trust for such purpose, or any bonds or other evidences of indebtedness for the payment of which at maturity provision has been made in a similar manner. The term "net income of the Corporation available for the payment of dividends" shall mean the balance remaining after deducting from the total gross earnings of the Corporation from all sources the following: (a) all operating expenses and taxes, including charges to income for general taxes and for federal income and excess profits taxes, for retirement or depreciation reserve and for amortization or other disposition of amounts, if any, classified as amounts in excess of original cost of utility plant, and (b) all interest charges and other income deductions, including charges to income for amortization of debt discount, premium and expense. For the purpose of computing such net income of the Corporation available for the payment of dividends, there shall not be deducted any provision made for the amortization of Preferred Stock or Class A Preferred Stock premium, discount, commission and expense. The term "gross income of the Corporation available for the payment of interest" shall be determined in accordance with generally accepted accounting practices, but in any event after deducting the amount charged for the period by the Corporation on its books for all taxes, including charges to income for general taxes and for federal and state taxes measured by income, for retirement or depreciation reserve and, so long as classified as an operating expense, for amortization or other disposition of amounts, if any, classified as amounts in excess of original cost of utility plant. PREFERENCE STOCK Provision for Division Into and Issue in Series of Preference Stock and Grant of Authority to Board of Directors The shares of the Preference Stock may be divided into and issued in series. Each such series shall be designated so as to distinguish the shares thereof from the shares of all other series and classes, and all shares of the Preference Stock, irrespective of series, shall be identical except as to the following rights and preferences in respect of any or all of which there may be variations between different series, and authority is hereby expressly granted to and vested in the Board of Directors to establish series and to determine by amendment to these Articles, adopted prior to the issuance of any shares of such series, the following rights and preferences of the shares thereof in accordance with the provisions of the General Corporation Law of Ohio applicable thereto: (a) The rate of dividend and the dividend payment dates; (b) The price at and the terms and conditions on which shares may be redeemed; (c) The amount payable upon shares in event of involuntary liquidation; (d) The amount payable upon shares in event of voluntary liquidation; (e) Sinking fund provisions, if any, for the redemption or purchase of shares (the term "sinking fund" as used herein, including any analogous fund, however designated); and (f) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion. The Board of Directors are hereby authorized to issue and sell all the authorized and unissued shares of Preference Stock as shares of any series which shall have been duly established, and in the event that the Corporation shall acquire, by purchase or redemption or otherwise, any issued shares of its Preference Stock of any series, the Board of Directors may resell or convert and sell, in their discretion, any shares so acquired as shares of the same or of any other series of Preference Stock which shall have been duly established. Shares of any series of Preference Stock, without par value, may be issued for such consideration, not less than the event of involuntary liquidation, as may be fixed by the Board of Directors prior to the time of such issuance and, except as otherwise determined by the Board of Directors in accordance with the provisions of the General Corporation Law of Ohio applicable thereto, the entire amount of such consideration shall be stated capital. General Provisions The following provisions shall apply to all shares of the Preference Stock irrespective of series: (A) The shares of Preference Stock shall be subordinate to the Preferred Stock and the Class A Preferred Stock but in preference to the Common Stock as to the payment of dividends. The holders of the Preference Stock of each series shall be entitled to receive dividends payable quarterly when and as declared by the Board of Directors on such dates and at such rates as shall be determined for the respective series, from the date upon which such shares shall have been originally issued, before any dividends shall be declared or paid upon or set apart for the Common Stock or any other stock of the Company not having preference over the Preference Stock as to payment of dividends. Such dividends shall be cumulative so that if for any dividend period or periods dividends shall not have been paid or declared and set apart for payment upon all outstanding Preference Stock at the rates determined for the respective series, the deficiency shall be fully paid, or declared and set apart for payment before any dividends shall be declared or paid upon the Common Stock or any other stock of the Corporation not having preference over the Preference Stock as to payment of dividends. Dividends shall not be declared and set apart for payment, or paid, on the Preference Stock of any one series, for any dividend period, unless dividends have been or are contemporaneously declared and set apart for payment or paid on the Preference Stock of all series for all dividend periods terminating on the same or an earlier date. (B) When full cumulative dividends as aforesaid upon the Preference Stock of all series then outstanding for all past dividend periods and for the current dividend periods shall have been paid or declared and set apart for payment, the Board of Directors may declare dividends on the Common Stock or any other stock over which the Preference Stock has a preference as to payment of dividends, and no holders of any series of Preference Stock as such shall be entitled to share therein. (C) The shares of Preference Stock shall be subordinate to the Preferred Stock and the Class A Preferred Stock but in preference to the Common Stock upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary. Upon any such dissolution, liquidation or winding up of the Corporation whether voluntary or involuntary, the holders of Preference Stock of each series, without any preference of the shares of any series of Preference Stock over the shares of any other series of Preference Stock, shall be entitled to receive out of the assets of the Corporation, whether capital, surplus or other, before any distribution of the assets to be distributed shall be made to the holders of Common Stock or of any other stock not having preference as to assets over the Preference Stock, the amount determined to be payable on the shares of such series in the event of voluntary or involuntary liquidation, as the case may be. In case the assets shall not be sufficient to pay in full the amounts determined to be payable on all shares of Preference Stock in the event of voluntary or involuntary liquidation, as the case may be, then the assets available for such payment shall be distributed ratably among the holders of the Preference Stock of all series in accordance with the amounts determined to be payable on the shares of each series, in the event of voluntary or involuntary liquidation, as the case may be, in proportion to the full preferential amounts to which they are respectively entitled. After payment to the holders of the Preference Stock of the full preferential amounts hereinbefore provided for, the holders of the Preference Stock as such shall have no right or claim to any of the remaining assets of the Corporation, either upon any distribution of such assets or upon dissolution, liquidation or winding up, and the remaining assets to be distributed, if any, upon a distribution of such assets or upon dissolution, liquidation or winding up, may be distributed, subject to the laws of the State of Ohio and the Articles of Incorporation, among the holders of the Common Stock or of any other stock over which the Preference Stock has preference as to assets. Without limiting the right of the Corporation to distribute its assets or to dissolve, liquidate or wind up in connection with any sale, merger, or consolidation, the sale of all or substantially all the property of the Corporation to, or the merger or consolidation of the Corporation into or with, any other corporation shall not be deemed to be a distribution of assets or a dissolution, liquidation or winding up for the purposes of this paragraph. (D) At the option of the Board of Directors of the Corporation, the Corporation may redeem any series of Preference Stock determined to be redeemable, or any part of any series, at any time at the redemption price determined for such series; provided, however, that not less than thirty nor more than sixty days previous to the date fixed for redemption a notice of the time and place thereof shall be given to the holders of record of the Preference Stock so to be redeemed, by mail or publication, in such manner as may be prescribed by the Code of Regulations of the Corporation or by resolution of the Board of Directors; and, provided, further, that in every case of redemption of less than all of the outstanding shares of any one series of Preference Stock, the shares of such series to be redeemed shall be chosen by lot in such manner as may be prescribed by resolution of the Board of Directors. At any time after notice of redemption has been given in the manner prescribed by the Code of Regulations of the Corporation or by resolution of the Board of Directors to the holders of stock so to be redeemed, the Corporation may deposit, or may cause its nominee to deposit, the aggregate redemption price with some bank or trust company named in such notice, payable on the date fixed for redemption as aforesaid and in the amounts aforesaid to the respective orders of the holders of the shares so to be redeemed, on endorsement to the Corporation or its nominee, or otherwise, as may be required, and upon surrender of the certificates for such shares. Upon the deposit of said money as aforesaid, or, if no such deposit is made, upon said redemption date (unless the Corporation defaults in making payment of the redemption price as set forth in such notice), such holders shall cease to be stockholders with respect to said shares and from and after the making of said deposit, or, if no such deposit is made, after the redemption date (the Corporation not having defaulted in making payment of the redemption price as set forth in such notice), the said holders shall have no interest in or claim against the Corporation, or its nominee, with respect to said shares, but shall be entitled only to receive said monies on and after the date fixed for redemption as aforesaid from said bank or trust company, or if no such deposit is made, or if such deposit has been made and thereafter paid over to the Corporation as hereafter provided, from the Corporation, without interest thereon, upon endorsement, if required, and surrender of the certificates as aforesaid. If such deposit shall be made by a nominee of the Corporation as aforesaid, such nominee shall upon such deposit become the owner of the shares with respect to which such deposit was made and certificates of stock may be issued to such nominee in evidence of such ownership. In case the holder of any such Preference Stock shall not, within six years after said deposit, claim the amount deposited as above stated for the redemption thereof, the Depositary shall upon demand pay over to the Corporation such amounts so deposited and the Depositary shall thereupon be relieved from all responsibility to the holder thereof. Nothing herein contained shall limit any legal right of the Corporation to purchase any shares of the Preference Stock. (E) So long as any shares of the Preference Stock are outstanding, no amendment to the Articles of Incorporation shall be adopted without the affirmative vote of the holders of at least 66-2/3% of the shares of Preference Stock outstanding at the time of the adoption of such amendment, which would either (a) create any class of shares preferred as to dividends or assets over the Preference Stock, or (b) change the designations, preferences, qualifications, limitations, restrictions or other special or relative rights of the then outstanding Preference Stocks, provided, however, nothing in this paragraph contained shall authorize the adoption of any amendment of the Articles of Incorporation by the vote of the holders of a less number of shares of Preference Stock, or of any other class of stock, or of all classes of stock, than is required for the adoption of such amendment by the laws of the State of Ohio, at that time applicable thereto. COMMON STOCK There shall be a class of stock of the Corporation designated Common Stock and each share of Common Stock shall be equal to every other share of said stock in every respect. VOTING POWERS AND OTHER RIGHTS At all elections of directors of the Corporation, and on all other matters, except on matters in respect of which the laws of the State of Ohio shall provide that all shareholders shall have the right to vote irrespective of whether such right has been relinquished by any of such shareholders and except as otherwise herein provided, the holders of the Common Stock shall have the exclusive right to vote. Whenever and as often as four quarterly dividends payable on the Preferred Stock or the Class A Preferred Stock of any series shall be in default, in whole or in part, the holders of the Preferred Stock and the Class A Preferred Stock shall have the exclusive right, voting separately from any other class of stock and as a single class, each share of Preferred Stock being counted as one and each share of Class A Preferred Stock being counted as one-quarter, to vote for and to elect the smallest number of directors which shall constitute a majority of the then authorized number of directors of the Corporation, and, in all matters with respect to the governing of the affairs of the Corporation other than the election of directors, each share of the Preferred Stock shall be counted as one and each share of the Class A Preferred Stock shall be counted as one-quarter so that each holder of one or more shares of Preferred Stock held by him, and each holder of one or more shares of Class A Preferred Stock shall be entitled to one-quarter vote for each such share of stock held by him. Whenever and as often as six quarterly dividends payable on the Preference Stock of any series shall be in default, in whole or in part, the holders of the Preference Stock, subject to any right of the holders of the Preferred Stock and the Class A Preferred Stock to elect a majority of directors as aforesaid, shall have the exclusive right, voting separately from any other class of stock and as a class, each share of Preference Stock being counted as one, to vote for and to elect two directors of the Corporation, and, in all matters with respect to the governing of the affairs of the Corporation other than the election of directors, each share of the Preference Stock shall be counted as one so that each holder of one or more shares of Preference Stock shall be entitled to one vote for each such share of stock held by him. In the event of defaults entitling the Preferred Stock and Class A Preferred Stock and/or the Preference Stock to vote as aforesaid, the holders of the Common Stock shall have the exclusive right, voting separately and as a class, to vote for and to elect the number of directors which shall not be required to be elected by the Preferred Stock and Class A Preferred Stock and/or the Preference Stock, as the case may be, and, in all matters other than the election of directors, each holder of Common Stock shall be entitled to one vote for each such share of stock held by him. The voting rights of the holders of the Preferred Stock and the Class A Preferred Stock, taken as a single class, or of the holders of the Preference Stock, as the case may be, shall cease when all defaults in the payment of dividends on their respective class of stock shall have been cured, and such dividends shall be declared and paid out of any funds legally available therefore as soon as reasonably practicable. Whenever the right shall have accrued to the holders of the Preferred Stock and the Class A Preferred Stock to elect directors, voting separately from any other class of stock and as a class, the terms of office, as directors, of all persons who may be directors of the Corporation at the time, other than persons who were elected as directors by the holders of the Preference Stock as aforesaid and who constitute less than a majority of the Board of Directors, shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock and the Class A Preferred Stock, and whenever the right shall have accrued to the holders of the Preference Stock to elect two directors, voting separately from any other class of stock and as a single class, the terms of office, as directors, of all other than persons who were elected as directors by the holders of the Preferred Stock and the Class A Preferred Stock as aforesaid, shall terminate upon the election of two directors by the holders of the Preference Stock. In either case, if the holders of the Common Stock shall not then have elected the remaining directors of the Corporation, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock and the Class A Preferred Stock and/or the election of two directors by the holders of the Preference Stock, as the case may be, shall elect the remaining directors of the Corporation. Thereafter so long as the majority of the Board of Directors is being elected by the holders of the Preferred Stock and the Class A Preferred Stock and/or two directors are being elected by the holders of the Preference Stock, as the case may be, the remaining directors, whether elected by directors as aforesaid or by the holders of the Common Stock, shall continue in office until their successors are elected by the holders of the Common Stock. Any vacancy in the Board of Directors occurring during any period that the Preferred Stock and Class A Preferred Stock and/or the Preference Stock shall have representatives on the board shall be filled by a majority vote of the remaining directors representing the class or classes of stock theretofore represented by the director causing the vacancy or by the remaining director representing such class or classes if there be but one. Upon the termination of the exclusive right of the holders of the Preferred Stock and Class A Preferred Stock to elect a majority of the directors of the Corporation and/or the exclusive right of the holders of the Preference Stock to elect two directors, as the case may be, the terms of office of all the directors of the Corporation representing the stockholders whose right to elect directors has terminated shall terminate and their successors may be elected by the vote of a majority of the remaining directors who represent the holders of the Common Stock. Whenever the right shall have accrued to the holders of the Preferred Stock and Class A Preferred Stock and/or the holders of the Preference Stock to elect directors as aforesaid, it shall be the duty of the president, a vice-president or the secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote at a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five nor more than sixty days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the Preferred Stock or Class A Preferred Stock and/or each holder of the Preference Stock, as the case may be, at his last known address appearing on the books of the Corporation. If the notice is to the holders of the Preferred Stock and the Class A Preferred Stock, it shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preferred Stock or Class A Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock and Class A Preferred Stock, voting separately as a single class, have the right to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock and Class A Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock and Class A Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preferred Stock or Class A Preferred Stock, and (iii) either the entirety of the next following paragraph or the substance thereof with respect to the number of shares of the Preferred Stock and Class A Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. If the notice is to the holders of the Preference Stock, it shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preference Stock are in default in an amount equal to six full quarterly payments or more per share, the holders of the Preference Stock, voting separately as a class, have the right to elect two directors of the Corporation, (ii) that any holder of the Preference Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preference Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preference Stock, and (iii) either the entirety of the next following paragraph of the substance thereof with respect to the number of shares of the Preference Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock and Class A Preferred Stock and/or the holders of the Preference Stock shall have the special right to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, the presence in person or by proxy of the holders of a majority of the outstanding Preferred Stock and Class A Preferred Stock, taken together as a single class, shall be required to constitute a quorum of such class for the election of directors. In the absence of a quorum of any class of stockholders (the holders of the Preferred Stock and Class A Preferred Stock being treated as a single class), no election of directors by such class of stockholders shall be held. If because of the preceding sentence the holders of the Preferred Stock and Class A Preferred Stock and/or the holders of the Preference Stock are not able to exercise their right to elect directors as provided herein, a majority of the holders of either of such classes of stockholders (the holders of the Preferred Stock and Class A Preferred Stock being treated as a single class) who have not been able to exercise their right to elect directors as aforesaid, which majority is present in person or by proxy shall have power to adjourn the election of the directors who will represent the holders of the Preferred Stock and the Class A Preferred Stock and/or the holders of the Preference Stock, as the case may be, to a date not less than fifteen nor more than fifty days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, as applicable, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock and Class A Preferred Stock, taken together as a single class, shall be required to constitute a quorum of such class for the election of directors and the presence in person or by proxy of the holders of 35% of the outstanding Preference Stock shall be required to constitute a quorum of such class for the election of directors. For the purposes of this paragraph, in determining whether a quorum exists, each share of Preferred Stock shall be counted as one, each share of Class A Preferred Stock shall be counted as one-quarter, each share of Preference Stock shall be counted as one and each share of Common Stock shall be counted as one. In the event such first meeting of stockholders shall be so adjourned, it shall be the duty of the president, a vice-president or the secretary of the Corporation, within ten days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen days nor more than fifty days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of stockholders, and shall further set forth, as applicable, that a quorum of the holders of the Preferred Stock and Class A Preferred Stock was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock and Class A Preferred Stock, taken together as a single class, each share of Preferred Stock being counted as one-quarter, shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting and/or that a quorum of the holders of the Preference Stock was not present at such first meeting and that the holders of 35% of the outstanding Preference Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock and Class A Preferred Stock, taken together as a single class, and/or the requisite quorum of holders of the Preference Stock, as the case may be, shall not be present at said adjourned meeting, then no election of directors by the class not mustering a quorum shall be held and the directors of the Corporation otherwise in office (taken into account the actions, if any, properly taken at such meeting) shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof, and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock and Class A Preferred Stock, voting separately as a single class, shall have the right to elect a majority of the Board of Directors and/or the holders of the Preference Stock shall have the right to elect two directors, the foregoing provisions of this paragraph shall govern such Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of stockholders held for the purpose of electing directors after such rights of the holders of the Preferred Stock and Class A Preferred Stock and/or the holders of the Preference Stock should have accrued, with the exception that if, at any adjourned Annual Meeting, or special meeting in lieu thereof, a quorum of 35% of the outstanding Preferred Stock and Class A Preferred Stock taken together as a single class and/or a quorum of 35% of the outstanding Preference Stock is not present in person or by proxy, all the directors, other than those elected by the holders of the Preferred Stock and Class A Preferred Stock taken together as a single class or by the holders of the Preference Stock (as a result of either the holders of the Preferred Stock and Class A Preferred Stock or the holders of the Preference Stock mustering a quorum), shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting. At all elections of directors of the Corporation, each shareholder entitled to vote for directors shall have the right to cumulate his shares and to give to one candidate for whom he may vote as many votes as the number of directors to be elected by the holders of the class of stock held by such shareholder multiplied by the number of his shares equals (with each share, in the case of Class A Preferred Stock, being counted as one-quarter share), or to distribute them on the same principle among as many such candidates as he sees fit. Established Series of Preferred Stock Without limitation of the foregoing authority conferred upon the Board of Directors, there shall be series of Preferred Stock designated as 4.40%, 3.90%, 4.56%, 4.44%, 7.24%, 7.36%, 8.20%, and 8.45% Preferred Stock. 4.40% Preferred Stock The rights and preferences of the series 4.40% Preferred Stock in those respects in which the shares thereof may vary from the shares of other series shall be as follows: (a) The rate of dividend shall be 4.40% per annum and the dividend payment dates shall be the first days of January, April, July and October in each year; (b) The price at which shares may be redeemed shall be $108 per share, plus accrued dividends to the date of redemption; (c) The amount payable in event of involuntary liquidation shall be $100 per share, plus accrued dividends; (d) The amount payable in event of voluntary liquidation shall be the redemption price in effect at the date of such liquidation; (e) They shall not be, by their terms, convertible or exchangeable; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 4.40% Preferred Stock. 3.90% Preferred Stock The rights and preferences of the series of 3.90% Preferred Stock in those respects in which the shares thereof may vary from the shares of the other series shall be as follows: (a) The rate of dividend shall be 3.90% per annum and the dividend payment dates shall be the first days of January, April, July and October in each year; (b) The price at which shares may be redeemed shall be $103.625 per share, plus accrued dividends to the date of redemption; (c) The amount payable in the event of involuntary liquidation shall be $100 per share, plus accrued dividends; (d) The amount payable in the event of voluntary liquidation shall be the redemption price in effect at the date of such liquidation; (e) They shall not be, by their terms, convertible or exchangeable; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 3.90% Preferred Stock. 4.56% Preferred Stock The rights and preferences of the series of 4.56% Preferred Stock in those respects in which the shares thereof may vary from the shares of other series shall be as follows: (a) The rate of dividend shall be 4.56% per annum and the dividend payment dates shall be the first days of March, June, September and December in each year; (b) The price at which shares may be redeemed shall be $103.375 per share, plus accrued dividends to the date of redemption; (c) The amount payable in the event of involuntary liquidation shall be $100 per share, plus accrued dividends; (d) The amount payable in the event of voluntary liquidation shall be the redemption price in effect at the date of such liquidation; (e) The shares shall not be, by their terms, convertible or exchangeable; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 4.56% Preferred Stock. 4.44% Preferred Stock The rights and preferences of the series of 4.44% Preferred Stock in those respects in which the shares thereof may vary from the shares of other series shall be as follows: (a) The rate of dividend shall be 4.44% per annum and the dividend payment dates shall be the first days of January, April, July and October in each year; (b) The price at which shares may be redeemed shall be $103.50 per share plus accrued dividends to the date of redemption; (c) The amount payable in the event of involuntary liquidation shall be $100 per share, plus accrued dividends; (d) The amount payable in the event of voluntary liquidation shall be the redemption price in effect at the date of such liquidation; (e) The shares shall not be, by their terms, convertible or exchangeable; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 4.44% Preferred Stock. 7.24% Preferred Stock The rights and preferences of the series of 7.24% Preferred Stock in those respects in which the shares thereof may vary from the shares of other series shall be as follows: (a) The rate of dividend shall be 7.24% per annum and the dividend payment dates shall be the twenty-ninth days of March, June, September and December in each year; (b) The price at which shares may be redeemed shall be $101.98 per share, plus accrued dividends in each case to the date of redemption; (c) The amount payable in the event of involuntary liquidation shall be $100 per share, plus accrued dividends; (d) The amount payable in the event of voluntary liquidation shall be the redemption price in effect at the date of such liquidation; (e) The shares shall not be, by their terms, convertible or exchangeable; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 7.24% Preferred Stock. 7.36% Preferred Stock The rights and preferences of the 7.36% Preferred Stock in those respects in which the shares thereof may vary from the shares of other series shall be as follows: (a) The rate of dividend shall be 7.36% per annum and the dividend payment dates shall be the fourteenth days of March, June, September and December in each year; (b) The price at which shares may be redeemed shall be $102.84 per share if the date of redemption is after March 1, 1988 and on or prior to March 1, 1993, and $101.74 per share if the date of redemption is after March 1, 1993, plus accrued dividends in each case to the date of redemption; (c) The amount payable in the event of involuntary liquidation shall be $100 per share, plus accrued dividends; (d) The amount payable in the event of voluntary liquidation shall be the redemption price in effect at the date of such liquidation; (e) The shares shall not be, by their terms, convertible or exchangeable; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 7.36% Preferred Stock. 8.20% Preferred Stock The rights and preferences of the 8.20% Preferred Stock in those respects in which the shares thereof may vary from the shares of other series shall be as follows: (a) The rate of dividend shall be 8.20% per annum and the dividend payment dates shall be the twenty-sixth days of February, May, August and November in each year; (b) The price at which shares may be redeemed shall be $103.30 per share if the date of redemption is after February 1, 1989, and on or prior to February 1, 1994, and $102.07 per share if the date of redemption is after February 1, 1994, plus accrued dividends in each case to the date of redemption; (c) The amount payable in the event of involuntary liquidation shall be $100 per share, plus accrued dividends; (d) The amount payable in the event of involuntary liquidation shall be the redemption price in effect at date of such liquidation; (e) The shares shall not be, by their terms, convertible or exchangeable; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 8.20% Preferred Stock. 8.45% PREFERRED STOCK The rights and preferences of the 8.45% Preferred Stock, in those respects in which the series thereof may vary from the shares of other series, shall be as follows: (a) The rate of dividend shall be 8.45% per share per annum and the dividend payment dates shall be the sixteenth day of March, June, September and December, in each year, commencing December 16, 1991, provided that accumulated and unpaid dividends accrued for any prior quarterly period may be paid at any time, and provided that with respect to the dividend payable on December 16, 1991, the first day of the dividend period with respect to which such dividend is paid shall be the day of the actual issuance of the 8.45% Preferred Stock; (b) The amount payable in the event of involuntary liquidation shall be $100 per share, plus accrued dividends; (c) The amount payable in the event of voluntary liquidation shall be $100 per share, plus accrued dividends; (d) The shares shall not be, by their terms, convertible or exchangeable; (e) The requirements for the mandatory redemption of shares of the 8.45% Preferred Stock shall be as follows: (i) On September 16, 1997 and on each September 16 thereafter through and including September 16, 2001 (each a "Mandatory Redemption Date") the Corporation shall redeem out of funds legally available therefore 50,000 shares of the 8.45% Preferred Stock (or the number of shares then outstanding if less than 50,000) at a redemption price equal to $100 per share plus accrued dividends to the date of redemption. Whenever on any such Mandatory Redemption Date funds legally available therefore are insufficient to permit the Corporation to redeem the full number of shares of 8.45% Preferred Stock so required to be redeemed on such date, the Corporation shall apply to such redemption the proportion of such legally available funds which bears the same ratio to the amount required for the redemption of the full number of such shares as the total amount of such legally available funds bears to the total amount required for the purchase or redemption of shares of all classes of Preferred Stock and of any kind of stock over which the Preferred Stock does not have preference as to the payment of dividends and as to assets which the Corporation is then obligated to redeem or purchase, and the number of shares of 8.45% Preferred Stock required to be redeemed pursuant to the previous sentence hereof on the next succeeding Mandatory Redemption Date shall be increased by an amount equal to the difference between the number of shares of 8.45% Preferred Stock so redeemed and the number of such shares that would have been redeemed had there been sufficient funds legally available therefore. (ii) No redemption, acquisition or purchase of any stock ranking equally with or junior to the 8.45% Preferred Stock shall occur during any period when the mandatory redemption of shares described in paragraph (i) of this subsection (e) is in arrears, except for payments of arrears through redemptions of shares of classes of Preferred Stock and of any kind of stock over which the Preferred Stock does not have preference as to the payment of dividends and as to assets which the Company is then obligated to redeem or purchase; and (f) All redemptions of shares of the 8.45% Preferred Stock pursuant to subsection (e) hereof will be made as nearly as practicable pro rata among the holders of the 8.45% -------- Preferred Stock then outstanding, if the holders of all outstanding shares of 8.45% Preferred Stock shall so agree. Established Series of Class A Preferred Stock Without limitation of the foregoing authority conferred upon the Board of Directors, there shall be a series of Class A Preferred Stock designated as 7.75% Class A Preferred Stock. 7.75% Class A Preferred Stock The rights and preferences of the 7.75% Class A Preferred Stock in those respects in which the series thereof may vary from the shares of other series shall be as follows: (a) The rate of dividend shall be 7-3/4% per share per annum and the dividend payment dates shall be the first days of January, April, July and October in each year, commencing July, 1993, provided that accumulated and unpaid dividends accrued for any prior quarterly period may be paid at any time and dividends for the first period shall begin to accrue from the date of original issuance. The amount of the dividend payable for any quarterly period shall be computed on the basis of a 360-day year of twelve 30-day months; (b) The 7-3/4% Class A Preferred Stock is not redeemable on or before April 1, 1998. After April 1, 1998, the shares shall be redeemable at a price of $25 per share plus accumulated and unpaid dividends; (c) The amount payable in the event of an involuntary liquidation shall be $25 per share, plus accumulated and unpaid dividends; (d) The amount payable in the event of a voluntary liquidation, dissolution or winding up of the Corporation shall be $25 per share, plus accumulated and unpaid dividends; (e) The 7-3/4% Class A Preferred Stock shall not be, by its terms, convertible; and (f) There shall not be any sinking fund requirements for the purchase or redemption of the 7-3/4% Class A Preferred Stock. EX-10 3 I.C.1 ----- ___________________________________________________ ___________________________________________________ AMENDMENT NO. 7 dated as of October 12, 1994 to PARTICIPATION AGREEMENT dated as of March 16, 1987, as amended by Amendment No. 1 thereto dated as of September 1, 1987, Amendment No. 3 thereto dated as of May 16, 1988, Amendment No. 4 thereto dated as of November 1, 1991 Amendment No. 5 thereto dated as of November 24, 1992, and Amendment No. 6 thereto dated as of January 12, 1993 among PERRY ONE ALPHA LIMITED PARTNERSHIP, as Owner Participant PNPP FUNDING CORPORATION, PNPP II FUNDING CORPORATION, THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of March 16, 1987, with the Owner Participant, THE BANK OF NEW YORK, as Indenture Trustee and OHIO EDISON COMPANY, as Lessee ___________________________________________________ ___________________________________________________ THIS AMENDMENT NO. 7 dated as of October 12, 1994 ("Amendment No. 7") to the Participation Agreement dated as --------------- of March 16, 1987, as amended by Amendment No. 1 thereto dated as of September 1, 1987, Amendment No. 3 thereto dated as of May 16, 1988, Amendment No. 4 thereto dated as of November 1, 1991 Amendment No. 5 thereto, dated as of November 24, 1992 ("Amendment No. 5"), and Amendment No. 6 thereto, dated as of January 12, 1993 ("Amendment No. 6"), and as in effect on the date hereof (the "Participation ------------- Agreement")1/, among the Owner Participant identified on - --------- the cover page hereof (the "Owner Participant"), PNPP ----------------- FUNDING CORPORATION, a Delaware corporation ("Funding ------- Corporation"), PNPP II FUNDING CORPORATION, a Delaware - ----------- corporation ("New Funding Corporation"), THE FIRST NATIONAL ----------------------- BANK OF BOSTON, a national banking association, in its individual capacity ("FNB") and as Owner Trustee (the ' --- "Owner Trustee") under a Trust Agreement, dated as of March ------------- 16, 1987, with the Owner Participant, THE BANK OF NEW YORK (formerly Irving Trust Company), a New York banking corporation, in its individual capacity ("Bank of New ----------- York") and as Indenture Trustee (the "Indenture Trustee") - ---- ----------------- under a Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease, dated as of March 16, 1987, as supplemented and amended by the Supplemental Indenture No. 1, dated as of September 1, 1987, Supplemental Indenture No. 2 dated as of November 1, 1991 and Supplemental Indenture No. 3 dated as of January 1, 1993 (the "Indenture"), with the Owner Trustee, and OHIO EDISON --------- COMPANY, an Ohio corporation (the "Lessee"), ------ W I T N E S S E T H : - ------------------- WHEREAS, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee have previously entered into the Participation Agreement; and WHEREAS, Funding Corporation desires to cease to be a party to the Participation Agreement; and WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the - ------------------------ 1. A document entitled Amendment No.2, a copy of which is dated as of March 15, 1988, to the Participation Agreement was not entered into or executed by the parties. schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values in order to preserve the Net Economic Return of the Owner Participant in the event, among other things, of any change ("Tax Rate Change") in the Code enacted into law after the Closing Date and prior to March 19, 2007, which results in the change in the marginal federal income tax rate (the "Tax Rate") applicable to corporations differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 2(e) of the Participation Agreement provides that, subject to the satisfaction of the conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement, the Lessee and the Lessor shall reoptimize the amortization schedules for the Outstanding Fixed Rate Notes, in accordance with and in the manner contemplated by the Closing Letter, upon the occurrence of a Tax Rate Adjustment; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, Section 10.2(ii) of the Indenture provides, among other things, that, upon receipt of a written instruction from the Lessee and the Owner Trustee, the Indenture Trustee shall consent to certain amendments to the Facility Lease; and WHEREAS, the Owner Trustee and the Lessee intend to execute Amendment No. 5 to the Facility Lease, dated as of October 12, 1994 ("Lease Amendment No. 5"), to amend --------------------- certain provisions thereof, Appendix A thereto and certain schedules thereof; and WHEREAS, in order to carry out the provisions of Section 2(e) of the Participation Agreement and such Section 3(d) of the Facility Lease, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee wish to amend the Participation Agreement to establish and preserve the pricing file, which incorporates the Assumptions and the new 35% Tax Rate and other assumptions created by the Owner Participant in connection with the Tax Rate Change, and reoptimize the amortization schedules for the Outstanding Fixed Rate Notes by entering into this Amendment No. 7. NOW THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. Except as otherwise amended or defined herein and in the recitals, capitalized terms used herein shall have the respective meanings assigned to such terms in Appendix A to the Participation Agreement. SECTION 2. Amendments. (a) Section 2(c) Releveraging. Section 2(c) of ------------------------- the Participation Agreement is amended by inserting before the end of the first sentence thereof after the phrase "Net Economic Return" and before the period the following phrase: "; provided that in order to determine the amount -------- of the recourse loans to the Lessor the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions." (b) Section 2(d) Refunding of Notes. Section ------------------------------- 2(d) of the Participation Agreement is amended by inserting before the end of the penultimate sentence thereof after the phrase "Net Economic Return" the following phrase: "; provided that in order to determine the -------- foregoing the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions." (c) Section 11(c) Conditions to Releveraging and -------------------------------------------- Refunding. Section 11(c) of the Participation Agreement is - --------- amended as follows: (i) by deleting the heading "Conditions to Releveraging or Refunding." and inserting in lieu thereof "Conditions to Releveraging, Refunding or Reoptimization."; and (ii) by deleting the phrase "Releveraging Date or Refunding Date" each time it appears in clauses (4) and (6) of such Section and inserting in lieu thereof the phrase "Releveraging Date, Refunding Date or Reoptimization Date" throughout such Section; and (iii) by inserting in the first paragraph therein before the first parenthetical and after the phrase "of the following conditions precedent" the following new parenthetical: "(but in the case of a reoptimization, only the conditions precedent specified in clauses (3), (4), (6), (7) and (9) below)". (d) Section 18 Notices, etc. Section 18(iv) of ------------------------ the Participation Agreement is amended by inserting at the end thereof before the semicolon after the phrase "Attention: President" the following phrase: "and if to New Funding Corporation, at c/o J.H. Management Corp., P.O. Box 4024, Boston, Massachusetts 02101-4024, Attention: Nancy D. Smith, President". (e) Appendix A. Appendix A to the Participation ---------- Agreement is amended as follows: (i)by restating the definition of "Funding Corporation" to read as follows: "`Funding Corporation' shall mean, as of the Effective Date, as such term is defined in Section 6(a) of Amendment No. 6 to the Participation Agreement, New Funding Corporation." (ii)by inserting in the appropriate alphabetical order the following new definitions: "`Amendment No. 7 to the Participation Agreement' shall mean Amendment No. 7, dated as of October 12, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee." "`Closing Letter' shall have the meaning set forth in Section 2(c) of the Participation Agreement, a copy of which is attached as Exhibit D to Amendment No. 7 to the Participation Agreement." "`Reoptimization Date' shall mean a date on which a reoptimization pursuant to Section 2(e) of the Participation Agreement is to be effected." "`Tax Rate Adjustment' shall have the meaning set forth in Section 2(c) of the Participation Agreement." "`Tax Rate Adjustment Date' shall have the meaning assigned to such term in Section 4 of Amendment No. 7 to the Participation Agreement." "`Tax Rate Assumptions' shall mean the tax rate change assumptions set forth on Schedule 1 to Amendment No. 7 to the Participation Agreement." "`Tax Rate Change' shall have the meaning set forth in Section 3(d) of the Facility Lease." "`Tax Rate Change Transaction Expenses' shall mean the amount assigned to such term in Schedule 1 to Amendment No. 7 to the Participation Agreement." (f) Parties In Interest. The parties agree that ------------------- Funding Corporation shall cease to be a party to the Participation Agreement and shall have no further rights, obligations or interest, except as otherwise provided in Section 13 of the Participation Agreement, thereunder. The Participation Agreement is hereby amended generally so that all references to Funding Corporation shall be deemed to refer to New Funding Corporation, to the extent that such references relate to the rights, obligations or interest of Funding Corporation subsequent to the "Effective Date", as such term is defined in Section 6(a) of Amendment No. 6 to the Participation Agreement. SECTION 3. Implementation. (a) Forms. The forms of Lease Amendment No. 4 and the ----- Eighth Amendment, dated as of October 12, 1994, to the Reimbursement Agreement, as amended heretofore, among the Lessee, The Fuji Bank, Limited, Chemical Bank and the Participating Banks named therein (the Amendment to "Reimbursement Agreement") are attached hereto as Exhibits ----------------------- A and B, respectively, and the reoptimized amortization schedules for the Outstanding Fixed Rate Notes are attached hereto as Exhibits C-1, C-2, C-3 and C-4, respectively. (b) Request by the Owner Participant. In -------------------------------- accordance with Section 2.01 of the Trust Agreement, subject to the terms and conditions of Section 11(c) of the Participation Agreement, the Owner Participant hereby directs that the Owner Trustee (i) execute and deliver this Amendment No. 7 and Lease Amendment No. 5 (collectively, the "1994 Amendments"), (ii) execute and deliver all other --------------- agreements, instruments and certificates contemplated by the Transaction Documents and the 1994 Amendments, (iii) instruct the Indenture Trustee to (x) consent to Lease Amendment No. 5 and (y) attach the reoptimized amortization schedules (attached hereto as Exhibits C-1, C-2, C-3, and C-4) for the Outstanding Fixed Rate Notes in place of the existing amortization schedules to such Fixed Rate Notes and (iv) subject to the terms of the Trust Agreement, to take such other action in connection with the foregoing as the Owner Participant may from time to time direct. (c) Instruction and Consent. In accordance with ----------------------- Section 10.2(ii) of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent to Lease Amendment No. 5 and the Indenture Trustee hereby so consents. (d) Consent of Lessee. In accordance with ----------------- Section 8(b)(2) of the Participation Agreement, the Lessee hereby consents to the revised amortization schedules (attached hereto as Exhibits C-1, C-2, C-3, and C-4) to the respective Outstanding Fixed Rate Notes in connection with the Tax Rate Change. (e) Recordations and Filings. The Lessee agrees ------------------------ that it will cause to be made the recordations and filings set forth in Schedule 2 hereto and that such recordations and filings are all of the recordations and filings that are necessary in order to preserve, protect and perfect the Owner Trustee's rights and interests under the Facility Lease, as amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto, and the first and prior security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended. SECTION 4. Conditions To Effectiveness. This Amendment No. 7 shall become effective as of the date first above written if: (a) it shall have been duly executed and delivered by all of the parties hereto and all of the conditions set forth below in this Section 4 shall have been satisfied (the date of such satisfaction being referred to as the "Tax Rate Adjustment Date"); (b) ------------------------ the Owner Participant shall have received a duly executed and delivered, legal, valid, and binding Lease Amendment No. 5 and Amendment No. 3 to the Tax Indemnification Agreement, as amended heretofore ("TIA Amendment No. 3"); (c) the Owner Participant shall have received the replacement Letter of Credit having Maximum Drawing Amounts (as defined in the Letter of Credit) corresponding to the Modified Special Casualty Values, as adjusted on the date hereof, from The Fuji Bank, Limited, in substantially the form of Exhibit B to the Reimbursement Agreement, in replacement of the existing Letter of Credit; (d) the Owner Participant shall have received opinions from Owner Participant's Special Tax Counsel, Lessee's Senior Attorney, Lessee's Special Counsel, Lessee's NRC Counsel, special counsel and special Japanese counsel to The Fuji Bank, Limited, and such other opinions as the Owner Participant shall reasonably request and all such opinions shall be in form and substance satisfactory to the Owner Participant; (e) no Default, Event of Default, Event of Loss, Deemed Loss Event, Reimbursement Default, Reimbursement Event of Default, Indenture Default or Indenture Event of Default shall have occurred and be continuing; and (f) subject to the satisfaction of any and all other conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement. SECTION 5. Expenses. (a) On the Tax Rate Adjustment Date, (i) the costs and expenses of the Owner Participant (including, but not limited to, Owner Participant's computer lease analysis expenses, out-of-pocket expenses and legal fees and disbursements of the Owner Participant's counsel, including counsel for each Partner of the Owner Participants, and any financial advisors employed by it) as well as the fees and expenses (including, but not limited to, all computer lease analysis and travel related costs) of the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee, Funding Corporation, New Funding Corporation and the Issuing Bank with respect to the negotiation, execution and delivery of this Amendment No. 7, Lease Amendment No. 5, TIA Amendment No. 3, the replacement Letter of Credit, the transactions contemplated herein and therein and all other agreements, documents or instruments prepared in connection therewith and all fees, taxes, expenses and disbursements incurred by such parties, including, but not limited to, legal fees and disbursements of their counsel, in connection with the transactions contemplated hereby and thereby and (ii) all stenographic, printing, reproduction, and other out-of-pocket expenses (other than investment banking or brokerage fees) incurred in connection with the execution and delivery of this Amendment No. 7, Lease Amendment No. 5, TIA Amendment No. 3, the replacement Letter of Credit and all other agreements, documents or instruments prepared in connection therewith (collectively, the "Tax Rate Change Transaction Expenses") shall be paid ------------------------------------ by the Lessee, on behalf of the Owner Trustee, as Supplemental Rent in accordance with the provisions of this Section 5, Section 20 of the Facility Lease and Sections 14(b)(2)(b) and (g) of the Participation Agreement. (b) Notwithstanding anything in this Section 5 or in Section 14 of the Participation Agreement to the contrary, (i) in the event the transactions contemplated by this Amendment No. 7 shall not be consummated for any reason, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Collateral Trust Trustee, the Owner Trustee, the Owner Participant, Funding Corporation and New Funding Corporation in respect of all Tax Rate Change Transaction Expenses and (ii) in any event, the Lessee shall pay or cause to be paid directly (and not as Supplemental Rent) that portion of the Tax Rate Change Transaction Expenses which exceeds the Tax Rate Change Transaction Expenses payable by the Owner Trustee pursuant to clause (a) above and as indicated on Schedule 1 hereto and shall indemnify and hold the Lessor and the Owner Participant harmless for any such amounts. SECTION 6. Miscellaneous. (a) Execution. This Amendment No. 7 may be --------- executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Amendment No. 7 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are respectively the dates set forth under the signatures hereto, and this Amendment No. 7 shall not be effective until all such signatures shall have been duly affixed and all conditions precedent set forth in Section 4 hereof shall have been satisfied. This Amendment No. 7 amends and modifies the Participation Agreement and is to be read with and form part of the Participation Agreement. On and from the Tax Rate Adjustment Date, any reference in any Transaction Document to the Participation Agreement shall be deemed to refer to the Participation Agreement as amended and modified by Amendment No. 1 thereto, dated as of September 1, 1987, Amendment No. 3 thereto dated as of May 16, 1988, Amendment No. 4 thereto dated as of November 1, 1991, Amendment No. 5 thereto dated as of November 24, 1992, Amendment No. 6 thereto dated as of January 12, 1993, and this Amendment No. 7. (b) Non-Waiver or Amendment. The agreements ----------------------- contained in this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of any party under any Transaction Document, nor constitute, except as expressly provided in this Amendment No. 7, a waiver of any provision of any Transaction Document. (c) Governing Law. This Amendment No. 7 has ------------- been negotiated and delivered in the State of New York and shall be governed by, and construed in accordance with, the laws of the State of New York. (d) Responsibility for Recitals. The recitals --------------------------- contained herein shall be taken as the statements of the Lessee, and the other parties hereto assume no responsibility for the correctness of the same. IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Amendment No. 7 to the Participation Agreement to be duly executed by its respective officers thereunto duly authorized as of the dates set forth below. PNPP FUNDING CORPORATION By: \s\ M.A. Ferrucci -------------------- Name: M.A. Ferrucci Title: President Date: October 12, 1994 PNPP II FUNDING CORPORATION By: \s\ Lannhi Tran ----------------------- Name: Lannhi Tran Title: Vice President Date: October 12, 1994 THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with the Owner Participant By: \s\ J.E. Mogavero ------------------------ Name: J.E. Mogavero Title: Authorized Officer Date: October 12, 1994 THE BANK OF NEW YORK, in its individual capacity and as Indenture Trustee under a Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987, as amended with The First National Bank of Boston in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with the Owner Participant By: \s\ Mary Jane Morrissey ----------------------- Name: Mary Jane Morrissey Title: Asst. Vice President Date: October 12, 1994 OHIO EDISON COMPANY, as Lessee By: \s\ R.J. Marsh -------------- Name: R.J. Marsh Title: Treasurer Date: October 12, 1994 PERRY ONE ALPHA LIMITED PARTNERSHIP, as Owner Participant By: PERRY ONE, INC., its Managing Partner By:\s\ Arthur S. Penn --------------------------- Name: Arthur S. Penn Title: President Date: October 12, 1994 SCHEDULE 1 TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT ----------------------- TAX RATE CHANGE ASSUMPTIONS --------------------------- SEE WARREN & SELBERT ABC FILE OEPTXSOVRANFINR DATED 6-Oct-1994 23:24:41 (A HARD COPY OF WHICH IS RETAINED IN THE FILES OF OWNER PARTICIPANT, LESSEE AND MCMANUS & MILES) 1. Tax Rate Change Transaction Expenses $45,000.00 paid on the Tax Rate Adjustment Date by the Lessee on behalf of the Owner Trustee as Supplemental Rent and amortized for Federal income tax purposes on a straight line basis over the remaining Basic Lease Term. 2. Owner Participant's Marginal Federal Tax Rate 35 percent in 1993 and each year after. 3. Basic Rent payments See Schedule 1 to Amendment No. 5 to Facility Lease. 4. Amortization of Notes See Exhibits C-1, C-2, C-3 and C-4 to Amendment No. 7 to Participation Agreement. SCHEDULE 2 TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT ----------------------- RECORDATIONS AND FILINGS ------------------------ UCC-1 Financing Statements and Other Filings A. Secretary of Commonwealth, Pennsylvania (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. B. County Recorder, Summit County, Ohio: (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. C. Secretary of State, Ohio (i) A financing statement on Form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. EXHIBIT A TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT --------- [FORM OF LEASE AMENDMENT NO. 5] EXHIBIT B TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT --------- [FORM OF AMENDMENT TO REIMBURSEMENT AGREEMENT] EXHIBITS C-1, C-2 C-3 and C-4, respectively, TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT --------- [FORM OF REOPTIMIZED AMORTIZATION SCHEDULES FOR THE FIXED RATE NOTES] EXHIBIT D TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT --------- [COPY OF CLOSING LETTER] CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS AMENDED BY THIS AMENDMENT NO. 4 THERETO HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO, A SECURITY INTEREST IN FAVOR OF, THE BANK OF NEW YORK, AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE, DATED AS OF MARCH 16, 1987, AS AMENDED. THIS AMENDMENT NO. 4 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(d) OF THIS AMENDMENT NO. 4 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART - ----------------------------------------------------------- - ----------------------------------------------------------- AMENDMENT NO. 4 dated as of January 12, 1993 to FACILITY LEASE dated as of March 16, 1987, as amended between LESSOR THE FIRST NATIONAL BANK OF BOSTON not in its individual capacity, but solely as Owner Trustee under a Trust Agreement dated as of March 16, 1987 with PERRY ONE ALPHA LIMITED PARTNERSHIP as Owner Participant and LESSEE OHIO EDISON COMPANY - ----------------------------------------------------------- - ----------------------------------------------------------- Original Facility Lease Recorded on at Volume 292, Page 40, Lake County, Ohio Recorder's Office and Roll G129 at Frame 0942 of the Records of Incorporation and Miscellaneous Filings, Ohio Secretary of State - ----------------------------------------------------------- - ----------------------------------------------------------- Sale and Leaseback of the Undivided Interest in Perry Power Plant Unit 1 AMENDMENT NO. 4, dated as of January 12, 1993 ("Amendment No. 4"), to the Facility Lease, dated as of March 16, --------------- 1987, as amended and as in effect on the date hereof (the "Facility Lease"), among THE FIRST NATIONAL BANK OF BOSTON, a -------------- national banking association, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with the Owner Participant identified on the cover page hereof (in such capacity, the "Lessor"), and OHIO ------ EDISON COMPANY, an Ohio corporation ("Lessee"), ------ W I T N E S S E T H: ------------------- WHEREAS, the Lessee and the Lessor have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; and WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values to preserve the Net Economic Return in the event, among other things, of the refunding of the Fixed Rate Notes by issuance of Additional Notes; and WHEREAS, Section 10.1(viii) of the Indenture provides, among other things, that the Lessor and Indenture Trustee may, without the consent of the Holders of Notes Outstanding, execute a supplement to the Indenture in order to evidence the issuance of and to provide the terms of the Additional Notes; and WHEREAS, the Lessor and the Indenture Trustee intend to execute a Supplemental Indenture No. 3 dated as of January 1, 1993 to the Indenture, providing for the issuance of new promissory notes; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. For purposes hereof, capitalized terms used herein and not otherwise defined herein or in the recitals shall have the meanings assigned to such terms in Appendix A to the Facility Lease. Effective Date shall have the meaning ascribed to such term in Amendment No. 6 to the Participation Agreement. SECTION 2. Amendments. As of the Effective Date, the Facility Lease shall be amended as follows: (a) Schedule 1 entitled "Basic Rent Percentages" is hereby deleted in its entirety and replaced with Schedule 1 hereto. (b) Schedule 2 entitled "Casualty Values" is hereby deleted in its entirety and replaced with Schedule 2 hereto. (c) Schedule 3 entitled "Special Casualty Values" is hereby deleted in its entirety and replaced with Schedule 3 hereto. (d) Schedule 4 entitled "Modified Special Casualty Values" is hereby deleted in its entirety and replaced with Schedule 4 hereto. (e) Appendix A to the Facility Lease is amended as set forth in Amendment No. 6 to the Participation Agreement in respect of Appendix A thereto. SECTION 3. Miscellaneous. (a) Execution. This Amendment No. 4 may be --------- executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Amendment No. 4 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are, respectively, the dates set forth under the signatures hereto, and this Amendment No. 4 shall become effective as of the Effective Date when all conditions precedent to the Effective Date shall have been satisfied. This Amendment No. 4 amends and modifies the Facility Lease and is to be read with and form part of the Facility Lease. On and from the Effective Date any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease, as amended through and including the date hereof. (b) Non-Waiver or Amendment. The agreements contained ----------------------- in this Amendment shall not, except as expressly provided in this Amendment No. 4, operate as a waiver of any right, power or remedy of any party under any Transaction Document, nor constitute, except as expressly provided in this Amendment No. 4, a waiver of any provision of any Transaction Document. -2- (c) Governing Law. This Amendment No. 4 shall be ------------- governed by and construed in accordance with the laws of the State of New York, except to the extent that the laws of the State of Ohio govern the creation of, and perfection of, interest in property (whether real or personal) and except to the extent that the Federal laws of the United States are mandatorily applicable. (d) Original Counterpart. The single executed -------------------- original of this Amendment No. 4 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Amendment No. 4. No security interest in this Amendment No. 4 may be created or continued through the transfer or possession of any counterpart other than the "Original". IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Amendment No. 4 to Facility Lease to be duly executed by an officer thereunto duly authorized. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement dated as of March 16, 1987 with the Owner Participant ATTEST: [Corporate Seal] By: /s/ J.E. Mogavero ------------------------------- By: /s/ Eric J. Donaghey Name: J.E. Mogavero --------------------- ----------------------------- Name: Eric J. Donaghey Title: Authorized Officer ------------------- ---------------------------- Title: Assistant Cashier Date: January 12, 1993 ------------------ ----------------------------- By: /s/ G. Patrick McEnroe -------------------------- Name: G. Patrick McEnroe ------------------------ Title: Assistant Cashier ----------------------- OHIO EDISON COMPANY ATTEST: [Corporate Seal] By: /s/ T.F. Struck, II ------------------------------- By: /s/ G.F. LaFlame Name: T.F. Struck, II --------------------- ----------------------------- Name: G.F. LaFlame Title: Assistant Treasurer ------------------- ---------------------------- Title: Secretary Date: January 12, 1993 ------------------ ----------------------------- By: /s/ Nancy C. Brink ---------------------- Name: Nancy C. Brink -------------------- Title: Assistant Secretary ------------------- -4- CERTIFICATE OF SERVICE ---------------------- The Lessee, Ohio Edison Company, hereby certifies that its precise address is 76 S. Main Street, Akron, Ohio 44308. By: /s/ T.F. Struck, II ------------------------------- Name: T.F. Struck, II ----------------------------- Title: Assistant Treasurer ---------------------------- Date: January 12, 1993 ----------------------------- 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 T.F. Struck, II its Assistant Treasurer, who acknowledged that he/she 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/her free act and deed individually and as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Akron, Ohio this 12 day of January, 1993. /s/ Tracy A. Bendel ----------------------- Notary Public My Commission Expires June 26, 1997 COMMONWEALTH OF MASSACHUSETTS ) ) ss.: COUNTY OF SUFFOLK ) BEFORE ME, a Notary Public in and for said Commonwealth, personally appeared the above-named THE FIRST NATIONAL BANK OF BOSTON, by J.E. Mogavero, its Authorized Officer, who acknowledged that he/she did sign the foregoing instrument on behalf of said national banking association by authority of its Board of Directors and that the same is the free act and deed of said national banking association and his/her free act and deed individually and as such officer. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Canton, Massachusetts this 12th day of January, 1993. /s/ Chi Chung Ma ---------------------- Notary Public My Commission Expires 9/27/96 SCHEDULE 1 TO AMENDMENT NO. 4 BASIC RENT PERCENTAGES Perry One Alpha L.P. $ % ------------ ----------- 1/12/93 31,290.00 0.0619542 5/30/93 1,983,937.91 3.9281971 11/30/93 1,751,969.75 3.4689001 5/30/94 1,753,267.90 3.4714704 11/30/94 1,754,353.30 3.4736195 5/30/95 1,755,767.39 3.4764194 11/30/95 1,858,885.85 3.6805940 5/30/96 1,680,182.35 3.3267611 11/30/96 2,115,203.55 4.1881030 5/30/97 2,289,881.60 4.5339656 11/30/97 1,695,273.60 3.3566417 5/30/98 2,644,748.90 5.2366028 11/30/98 1,539,645.90 3.0484989 5/30/99 2,759,015.39 5.4628505 11/30/99 1,597,880.65 5.5638037 5/30/00 2,799,720.00 5.5434456 11/30/00 1,732,570.60 3.4304898 5/30/01 2,799,720.00 5.5434456 11/30/01 1,959,185.13 3.8791866 5/30/02 2,799,720.00 5.5434456 11/30/02 2,197,130.39 4.3503182 5/30/03 2,624,720.00 5.1969456 11/30/03 2,621,972.91 5.1915064 5/30/04 2,624,720.00 5.1969456 11/30/04 2,568,054.58 5.0847481 5/30/05 2,799,720.00 5.5434456 11/30/05 2,342,809.25 4.6387623 5/30/06 2,799,720.00 5.5434456 11/30/06 1,155,202.65 2.2873012 5/30/07 2,799,720.00 5.5434456 11/30/07 1,345,610.34 2.6643085 5/30/08 2,799,720.00 5.5434456 11/30/08 1,552,876.85 3.0746962 5/30/09 2,799,720.00 5.5434456 11/30/09 1,770,506.70 3.5056033 5/30/10 2,799,720.00 5.5434456 11/30/10 1,999,018.03 3.9580557 5/30/11 2,799,720.00 5.5434456 11/30/11 2,238,954.93 4.4331308 5/30/12 2,799,720.00 5.5434456 11/30/12 2,490,888.68 4.9319596 5/30/13 2,799,720.00 5.5434456 11/30/13 2,755,419.11 5.4557298 $ % ------------ ----------- 5/30/14 2,899,720.00 5.7414456 11/30/14 2,899,720.00 5.7414456 5/30/15 2,899,720.00 5.7414456 11/30/15 2,899,720.00 5.7414456 5/30/16 2,899,720.00 5.7414456 SCHEDULE 2 TO AMENDMENT NO. 4 CASUALTY VALUES Perry One Alpha L.P. % of Facility Cost $ ------------------ - 5/30/93 108.386120 54,740,464.37 11/30/93 108.913370 55,006,753.06 5/30/94 109.368110 55,236,417.14 11/30/94 109.718800 55,413,533.58 5/30/95 109.984000 55,547,476.29 11/30/95 109.934590 55,522,518.63 5/30/96 110.139930 55,626,227.75 11/30/96 109.377330 55,241,075.25 5/30/97 108.192650 54,642,750.95 11/30/97 108.135030 54,613,651.24 5/30/98 106.196360 53,634,527.65 11/30/98 106.364780 53,719,585.78 5/30/99 104.134260 52,593,060.73 11/30/99 104.129310 52,590,561.11 5/30/00 101.768470 51,398,219.09 11/30/00 101.442900 51,233,786.74 5/30/01 99.012210 50,006,167.91 11/30/01 98.173260 49,582,453.17 5/30/02 95.660150 48,313,209.17 11/30/02 94.269270 47,610,743.23 5/30/03 92.002820 46,466,070.98 11/30/03 89.699650 45,302,852.47 5/30/04 87.327700 44,104,900.44 11/30/04 85.012170 42,935,440.86 5/30/05 82.179950 41,505,027.35 11/30/05 80.177980 40,493,929.79 5/30/06 77.260350 39,020,380.49 11/30/06 77.544430 39,163,851.87 5/30/07 74.638520 37,696,220.56 11/30/07 74.409130 37,580,370.15 5/30/08 71.324780 36,022,617.29 11/30/08 70.604620 35,658,899.86 5/30/09 67.418980 34,049,991.50 11/30/09 66.175190 33,421,812.76 5/30/10 62.878230 31,756,684.12 11/30/10 61.072750 30,844,823.69 5/30/11 57.646790 29,114,542.38 11/30/11 55.239140 27,898,556.23 5/30/12 51.685810 26,103,943.81 11/30/12 48.656690 24,574,085.62 5/30/13 44.938870 22,696,400.94 11/30/13 41.223730 20,820,064.37 5/30/14 37.122420 18,748,698.40 % of Facility Cost $ ------------------ - 11/30/14 32.943000 16,637,881.31 5/30/15 28.706950 14,498,461.03 11/30/15 24.455800 12,351,416.31 5/30/16 20.000000 10,101,010.10 SCHEDULE 3 TO AMENDMENT NO. 4 SPECIAL CASUALTY VALUES Perry One Alpha L.P. % of Facility Cost $ ------------------ - 5/30/93 107.402380 54,243,626.86 11/30/93 107.878770 54,484,226.59 5/30/94 108.280010 54,686,873.46 11/30/94 108.574440 54,835,575.76 5/30/95 108.780480 54,939,635.18 11/30/95 108.668830 54,883,249.13 5/30/96 108.808730 54,953,904.84 11/30/96 107.977300 54,533,989.91 5/30/97 106.720230 53,899,105.79 11/30/97 106.586480 53,831,555.94 5/30/98 104.567750 52,811,994.14 11/30/98 104.651960 52,854,523.21 5/30/99 102.332870 51,683,270.13 11/30/99 102.234790 51,633,729.82 5/30/00 99.775990 50,391,914.88 11/30/00 99.347390 50,175,451.61 5/30/01 96.808360 48,893,111.60 11/30/01 95.855460 48,411,846.33 5/30/02 93.222510 47,082,076.15 11/30/02 91.705590 46,315,954.53 5/30/03 89.306380 45,104,335.28 11/30/03 86.864000 43,870,708.27 5/30/04 84.345440 42,598,707.28 11/30/04 81.875710 41,351,370.05 5/30/05 78.881320 39,839,052.22 11/30/05 76.708790 38,741,815.48 5/30/06 73.611790 37,177,673.18 11/30/06 73.707220 37,225,867.45 5/30/07 70.602900 35,658,032.72 11/30/07 70.164860 35,436,797.90 5/30/08 66.861060 33,768,211.71 11/30/08 65.910100 33,287,930.33 5/30/09 62.481730 31,556,431.08 11/30/09 60.982660 30,799,322.90 5/30/10 57.417230 28,998,598.53 11/30/10 55.329380 27,944,131.39 5/30/11 51.606460 26,063,869.89 11/30/11 48.886490 24,690,148.85 5/30/12 45.004700 22,729,645.85 11/30/12 41.630130 21,025,319.71 5/30/13 37.549010 18,964,146.23 11/30/13 33.451770 16,894,833.58 % of Facility Cost $ ------------------ - 5/30/14 28.948620 14,620,513.70 11/30/14 24.346570 12,296,248.98 5/30/15 19.666040 9,932,344.77 11/30/15 14.947430 7,549,209.19 5/30/16 10.000000 5,050,505.05 SCHEDULE 4 TO AMENDMENT NO. 4 MODIFIED SPECIAL CASUALTY VALUES Perry One Alpha L.P. % of Facility Cost $ ------------------ - 5/30/93 32.096260 16,210,229.95 11/30/93 32.524870 16,426,700.11 5/30/94 33.054770 16,694,329.77 11/30/94 33.485000 16,911,617.94 5/30/95 33.834900 17,088,335.52 11/30/95 34.075760 17,209,979.62 5/30/96 34.229910 17,287,834.74 11/30/96 34.273610 17,309,904.58 5/30/97 34.274710 17,310,460.63 11/30/97 34.274710 17,310,460.63 5/30/98 34.274710 17,310,460.63 11/30/98 34.274710 17,310,460.63 5/30/99 34.281420 17,313,849.02 11/30/99 33.799100 17,070,250.64 5/30/00 33.621990 16,980,802.12 11/30/00 32.880020 16,606,068.18 5/30/01 32.424100 16,375,806.89 11/30/01 31.767560 16,044,220.58 5/30/02 31.217920 15,766,627.03 11/30/02 30.444140 15,375,828.36 5/30/03 29.799710 15,050,359.32 11/30/03 29.297320 14,796,625.83 5/30/04 28.536820 14,412,537.78 11/30/04 27.571980 13,925,243.77 5/30/05 26.870390 13,570,906.49 11/30/05 25.854250 13,057,701.17 5/30/06 25.976320 13,119,355.41 11/30/06 26.169430 13,216,883.02 5/30/07 26.422340 13,344,618.39 11/30/07 23.026750 11,629,670.93 5/30/08 22.502550 11,364,921.79 11/30/08 21.479050 10,848,002.56 5/30/09 20.800300 10,505,199.57 11/30/09 19.835910 10,018,133.84 5/30/10 19.049940 9,961,179.79 11/30/10 17.944900 9,063,082.08 5/30/11 17.042210 8,607,179.06 11/30/11 15.781210 7,970,310.00 5/30/12 15.339290 7,747,155.88 11/30/12 14.003230 7,072,340.29 5/30/13 12.851060 6,490,435.17 11/30/13 11.335330 5,724,916.40 % of Facility Cost $ ------------------ - 5/30/14 10.036380 5,068,878.55 11/30/14 8.721210 4,404,652.30 5/30/15 8.808710 4,448,841.36 11/30/15 9.073680 4,582,666.67 5/30/16 5.478880 2,767,112.95 I.A.1 CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS AMENDED BY THIS AMENDMENT NO. 5 THERETO HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE BANK OF NEW YORK, AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE DATED AS OF MARCH 16, 1987, AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE NO. 1 THERETO, DATED AS OF SEPTEMBER 1, 1987, BY THE SUPPLEMENTAL INDENTURE NO. 2 THERETO, DATED AS OF NOVEMBER 1, 1991 AND BY SUPPLEMENTAL NO. 3 THERETO DATED AS OF JANUARY 1, 1993. THIS AMENDMENT NO. 5 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(b) OF THIS AMENDMENT NO. 5 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART ___________________________________________________________ AMENDMENT NO. 5 dated as of October 12, 1994 to FACILITY LEASE dated as of March 16, 1987, amended as of September 1, 1987, further amended as of November 1, 1991, further amended as of November 24, 1992, and further amended as of January 12, 1993 between THE FIRST NATIONAL BANK OF BOSTON not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with PERRY ONE ALPHA LIMITED PARTNERSHIP, as Lessor and OHIO EDISON COMPANY, as Lessee ___________________________________________________________ Original Facility Lease Recorded on March 19, 1987, at Mortgage Book Volume 292, Page 40, Lake County, Ohio Recorder's Office. Amendment No. 1 to Facility Lease Recorded at Mortgage Book Volume ___, Page ___, Lake County, Ohio Recorder's Office. Amendment No. 2 to Facility Lease Recorded at Mortgage Book Volume ___, Page ___, Lake County, Ohio Recorder's Office. Amendment No. 3 to Facility Lease Recorded on January __, 1993, at Mortgage Book Volume __, Page __, Lake County, Ohio Recorder's Office. Amendment No. 4 to Facility Lease Recorded at Mortgage Book Volume ___, Page ___, Lake County, Ohio Recorder's Office. AMENDMENT NO. 5, dated as of October 12, 1994 ("Amendment No. 5"), to the Facility Lease, dated March 16, 1987, as amended by Amendment No. 1 thereto, dated as of September 1, 1987 ("Amendment No. 1"), Amendment No. 2 thereto, dated as of November 1, 1991 ("Amendment No. 2") Amendment No. 3 thereto, dated as of November 24, 1992 ("Amendment No. 3"), and Amendment No. 4 thereto, dated as of January 12, 1993 ("Amendment No. 4"), all as in effect on the date hereof (the "Facility Lease"), between THE FIRST NATIONAL BANK OF BOSTON, a national banking association, not in its individual capacity, but solely as Owner Trustee (the "Lessor") under a Trust Agreement, dated as of March 16, 1987, with PERRY ONE ALPHA LIMITED PARTNERSHIP, as Owner Participant and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). W I T N E S S E T H : ------------------- WHEREAS, the Lessor and the Lessee have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values so as to preserve Owner Participant's Net Economic Return in the event, among other things, of any change in the Code enacted into law after the Closing Date and prior to March 19, 2007, which results in the change ("Tax Rate Change") in the marginal federal income tax rate applicable to corporations differing from the rate (the "Tax Rate") assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103-66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, as a result of the Tax Rate Change, in order to carry out the provisions of Section 3(d) of the Facility Lease, the Owner Trustee and the Lessee desire to execute this Amendment No. 5 to amend certain Sections of the Facility Lease, amend Appendix A thereto, and amend the schedules of Basic Rent percentages, Casualty Values, Special Casualty Values and Modified Special Casualty Values pursuant to Sections 3(d) and 3(f) of the Facility Lease. WHEREAS, the Indenture Trustee, in connection with the adjustment to the schedules of principal amortization attached to the Outstanding Fixed Rate Notes, has agreed to waive the 60 day notice requirement under Section 2(b) of each of Supplemental Indenture No. 2, dated as of November 1, 1991, and Supplemental Indenture No. 3, dated as of January 1, 1993, to the Indenture and accept a 45 day notice period in lieu thereof; and NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions ----------- For purposes hereof, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Facility Lease. SECTION 2. Supplements and Amendments -------------------------- (a) Section 3(d) Adjustments to Rent for Change in Tax -------------------------------------------------- Rate. Section 3(d) of the Facility Lease is amended by inserting - ---- in the fourth line therein immediately after the phrase "if there is any change" the phrase "(`Tax Rate Change')". (b) Section 3(e) Other Adjustments to Rent. Section -------------------------------------- 3(e) of the Facility Lease is amended by inserting after the parenthetical contained in the second sentence thereof before the period the following phrase: "provided, however, that nothing in this sentence shall be -------- construed so as to impair the preservation of Net Economic Return (or Adjusted Net Economic return, whichever is applicable) in connection with the adjustments to Basic Rent and the Schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values pursuant to Section 3(d) or this Section 3(e); provided further that in ---------------- order to determine the foregoing adjustments the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions". (c) Definitions. Appendix A to the Facility Lease is ----------- amended as set forth in Amendment No. 7, dated as of October 12, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee, in respect of Appendix A thereto. (d) Schedules. Schedules 1 through 4 of the Facility --------- Lease are hereby amended as follows: (i) Schedule 1 entitled "Basic Rent Percentages" is deleted in its entirety and is hereby replaced with Schedule 1 hereto. (ii) Schedule 2 entitled "Schedule of Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 2 hereto. (iii) Schedule 3 entitled "Schedule of Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 3 hereto. (iv) Schedule 4 entitled "Schedule of Modified Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 4 hereto. SECTION 3. Miscellaneous ------------- (a) Execution. This Amendment No. 5 may be executed --------- in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. (b) Original Counterpart. The single executed -------------------- original of this Amendment No. 5 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Amendment No. 5. No security interest in this Amendment No. 5 may be created or continued through the transfer or possession of any counterpart other than the "Original." (c) Effectiveness. Although this Amendment No. 5 is ------------- dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are, respectively, the dates set forth under the signatures hereto, and this Amendment No. 5 shall become effective as of the Tax Rate Adjustment Date (as defined in Amendment No. 7 to the Participation Agreement) when all conditions precedent to the Tax Rate Adjustment Date shall have been satisfied and this Amendment No. 5 shall have been duly executed and delivered by all of the parties hereto, is executed and shall be construed as an amendment and supplement to the Facility Lease, and as provided in the Facility Lease, this Amendment No. 5 forms a part thereof. On and from the Tax Rate Adjustment Date any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease, as amended and modified by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, and the Facility Lease, as so amended, remains in full force and effect in accordance with its terms. (d) Non-Waiver or Amendment. The agreements contained ----------------------- in this Amendment No. 5 shall not, except as expressly provided in this Amendment No. 5, operate as a waiver of any right, power or remedy of any party under any Transaction Document nor constitute, except as expressly provided in this Amendment No. 5, a waiver of any provision of any Transaction Document. (e) Governing Law. This Amendment No. 5 shall be ------------- governed by and construed in accordance with the laws of the State of New York, except to the extent that the laws of the State of Ohio govern the creation of, and perfection of, the leasehold estate hereunder and the exercise of rights and remedies with respect to such leasehold estate and except to the extent that the Federal laws of the United States are mandatorily applicable. IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Amendment No. 5 to be duly executed as of the date set forth above by their respective officers thereunto duly organized. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with PERRY ONE ALPHA LIMITED PARTNERSHIP, as Lessor Attest: \s\ Donna Germano By \s\ James E. Mogavero -------------------- -------------------------- Name: Donna Germano Name: James E. Mogavero Title: Assistant Cashier Title: Authorized Officer [Corporate Seal] OHIO EDISON COMPANY, as Lessee Attest: \s\ T.F. Struck, II By \s\ R.H. Marsh -------------------- ------------------------- Name: T.F. Struck, II Name: R.H. Marsh Title: Assistant Treasurer Title: Treasurer [Corporate Seal] COMMONWEALTH OF MASSACHUSETTS ) : ss.: COUNTY OF NORFOLK ) ON THIS, the 12th day of October, 1994, before me a Notary Public, personally appeared James E. Mogavero, who acknowledged himself to be an Authorized Officer of THE FIRST NATIONAL BANK OF BOSTON, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the national banking association by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\ Shawn Patrick George ------------------------- Notary Public Shawn Patrick George Notary Public My Commission Expires September 2, 1999 STATE OF OHIO ) : ss.: COUNTY OF SUMMIT ) ON THIS, the 12th day of October, 1994, before me a Notary Public in and for said County and State, personally appeared T.F. Struck, II, who acknowledged himself to be a Assistant Treasurer of OHIO EDISON COMPANY, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\ Susie Hoisten ------------------------- Notary Public Susie M. Hoisten, Notary Public Residence - Summit County State Wide Jurisdiction, Ohio My Commission Expires Nov. 4, 1996 I.B. ---- CERTAIN OF THE RIGHT, TITLE AND INTEREST IN AND TO THIS AMENDMENT NO. 5 TO FACILITY LEASE OF THE FIRST NATIONAL BANK OF BOSTON, AS OWNER TRUSTEE UNDER THE TRUST AGREEMENT, DATED AS OF MARCH 16, 1987, BETWEEN THE FIRST NATIONAL BANK OF BOSTON AND PERRY ONE ALPHA LIMITED PARTNERSHIP, HAS BEEN ASSIGNED TO AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, UNDER THE TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE, DATED AS OF MARCH 16, 1987, AS SUPPLEMENTED TO THE DATE HEREOF, FOR THE BENEFIT OF THE HOLDERS OF THE NOTES REFERRED TO IN SUCH TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF FACILITY LEASE. THIS AMENDMENT NO. 5 TO FACILITY LEASE HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. ONLY THAT COUNTERPART TO BE DEEMED THE ORIGINAL COUNTERPART FOR CHATTEL PAPER PURPOSES CONTAINS THIS RECEIPT THEREFOR EXECUTED BY THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, ON THE SIGNATURE PAGES THEREOF AND NO SECURITY INTEREST IN THIS AMENDMENT NO. 5 TO FACILITY LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THIS EXECUTED ORIGINAL COUNTERPART. SEE SECTION 22(e) OF THE FACILITY LEASE FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS COUNTERPARTS HEREOF. Receipt of this original counterpart of the foregoing Amendment No. 5 To Facility Lease is hereby acknowledged on this ___ day of October, 1994. THE BANK OF NEW YORK, as Indenture Trustee By__________________________ Name: Title: SCHEDULE 1 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- BASIC RENT PERCENTAGES Perry One Alpha L.P. -------------------- $ % ------------ ----------- 11/30/94 1,979,353.30 3.919119534 5/30/95 1,949,609.50 3.860226810 11/30/95 1,969,589.20 3.899786616 5/30/96 1,982,164.75 3.924686205 11/30/96 1,983,570.65 3.927469887 5/30/97 1,984,250.00 3.928815000 11/30/97 1,977,204.40 3.914864712 5/30/98 1,976,744.50 3.913954110 11/30/98 1,969,561.25 3.899731275 5/30/99 2,257,044.60 4.468948308 11/30/99 1,771,210.41 3.506996611 5/30/00 2,345,304.46 4.643702830 11/30/00 1,884,363.30 3.731039334 5/30/01 2,479,870.24 4.910143075 11/30/01 1,961,280.91 3.883336201 5/30/02 2,640,316.26 5.227826194 11/30/02 2,022,892.45 4.005327051 5/30/03 2,799,720.00 5.543445599 11/30/03 2,032,214.28 4.023784274 5/30/04 2,799,720.00 5.543445599 11/30/04 2,273,810.99 4.502145760 5/30/05 2,799,720.00 5,543445599 11/30/05 2,421,847.35 4.795257753 5/30/06 2,799,720.00 5.543445599 11/30/06 2,436,856.60 4.824976068 5/30/07 2,799,720.00 5.543445599 11/30/07 1,492,272.20 2.954698956 5/30/08 2,799,720.00 5.543445599 11/30/08 1,706,871.81 3.379606183 5/30/09 2,799,720.00 5.543445599 SCHEDULE 1 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- $ % ------------ ----------- 11/30/09 1,932,201.40 3.825758772 5/30/10 2,799,720.00 5.543445599 11/30/10 2,168,797.47 4.294218990 5/30/11 2,799,720.00 5.543445599 11/30/11 2,417,223.34 4.786102213 5/30/12 2,799,720.00 5.543445599 11/30/12 2,678,070.51 5.302579609 5/30/13 2,799,720.00 5.543445599 11/30/13 2,799,720.00 5.543445599 5/30/14 2,799,720.00 5.543445599 11/30/14 2,799,720.00 5.543445599 5/30/15 2,799,720.00 5.543445599 11/30/15 2,799,720.00 5.543445599 5/30/16 2,799,720.00 5.543445599 SCHEDULE 2 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- CASUALTY VALUES Perry One Alpha L.P. -------------------- % of Facility Cost ------------------ 11/30/94 110.3615043 5/30/95 110.2326561 11/30/95 109.9430232 5/30/96 109.5239340 11/30/96 108.9695900 5/30/97 108.3272238 11/30/97 107.6676864 5/30/98 106.9823617 11/30/98 106.2851356 5/30/99 105.0076004 11/30/99 104.6483920 5/30/00 103.1644426 11/30/00 102.5444688 5/30/01 100.7537290 11/30/01 99.9224887 5/30/02 97.7443679 11/30/02 96.7178300 5/30/03 94.1587882 11/30/03 93.0253522 5/30/04 90.3790050 11/30/04 88.6846772 5/30/05 85.9199372 11/30/05 83.8378545 5/30/06 80.9992725 11/30/06 78.8301448 5/30/07 75.9366233 11/30/07 75.4903219 5/30/08 72.4629287 11/30/08 71.4550454 5/30/09 68.2871808 11/30/09 66.7257272 SCHEDULE 2 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- % of Facility Cost ------------------ 5/30/10 63.4490806 11/30/10 61.3354928 5/30/11 57.9434392 11/30/11 55.2098524 5/30/12 51.6501850 11/30/12 48.2383909 5/30/13 44.4742213 11/30/13 40.6199953 5/30/14 36.6452941 11/30/14 32.6010159 5/30/15 28.5092155 11/30/15 24.3397104 5/30/16 20.0000000 SCHEDULE 3 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- SPECIAL CASUALTY VALUES Perry One Alpha L.P. -------------------- % of Facility Cost ------------------ 11/30/94 109.2171478 5/30/95 109.0291307 11/30/95 108.6772696 5/30/96 108.1927347 11/30/96 107.5695610 5/30/97 106.8548064 11/30/97 106.1191377 5/30/98 105.3537453 11/30/98 104.5723117 5/30/99 103.2062150 11/30/99 102.7538660 5/30/00 101.1719603 11/30/00 100.4489652 5/30/01 98.5498775 11/30/01 97.6046872 5/30/02 95.3067245 11/30/02 94.1541483 5/30/03 91.4625515 11/30/03 90.1897067 5/30/04 87.3967425 11/30/04 85.5482170 5/30/05 82.6213064 11/30/05 80.3686682 5/30/06 77.3507121 11/30/06 74.9929356 5/30/07 71.9010114 11/30/07 71.2460489 5/30/08 67.9992057 11/30/08 66.7605257 5/30/09 63.3499312 SCHEDULE 3 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- % of Facility Cost ------------------ 11/30/09 61.5331973 5/30/10 57.9880711 11/30/10 55.5921220 5/30/11 51.9031076 11/30/11 48.8572058 5/30/12 44.9690750 11/30/12 41.2118344 5/30/13 37.0843570 11/30/13 32.8480383 5/30/14 28.4714884 11/30/14 24.0045839 5/30/15 19.4683054 11/30/15 14.8313403 5/30/16 10.0000000 SCHEDULE 4 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- MODIFIED SPECIAL CASUALTY VALUES Perry One Alpha L.P. -------------------- % of Facility Cost $ ------------------ ----------- 11/30/94 34.573211320 17,461,217.84 5/30/95 34.931905308 17,642,376.42 11/30/95 35.189036008 17,772,240.41 5/30/96 35.363735329 17,860,472.39 11/30/96 35.430072081 17,893,975.80 5/30/97 35.434929001 17,896,428.79 11/30/97 35.434929001 17,896,428.79 5/30/98 35.434929001 17,896,428.79 11/30/98 35.436527851 17,897,236.29 5/30/99 35.455227684 17,906,680.65 11/30/99 34.891148275 17,621,792.06 5/30/00 34.904224453 17,628,396.19 11/30/00 34.195521667 17,270,465.49 5/30/01 34.238302873 17,292,072,16 11/30/01 33.196932110 16,766,127.33 5/30/02 33.044386693 16,689,084.19 11/30/02 32.039986688 16,181,811.46 5/30/03 32.095841953 16,210,021.19 11/30/03 30.726709197 15,518,540.00 5/30/04 30.749835676 15,530,220.04 11/30/04 29.353238479 14.824.867.92 5/30/05 28.829018708 14,560,110.46 11/30/05 27.920221874 14,101,122.16 5/30/06 28.053610158 14,168,489.98 11/30/06 27.484846446 13,881,235.58 5/30/07 27.751502510 14,015,910.36 11/30/07 25.642571068 12,950,793.47 5/30/08 24.884934740 12,568,148.86 11/30/08 22.696487370 11,462,872.41 SCHEDULE 4 TO AMENDMENT NO. 5 TO FACILITY LEASE ----------------- % of Facility Cost $ ------------------ ----------- 5/30/09 22.208837961 11,216,584.83 11/30/09 20.605154366 10,406,643.62 5/30/10 20.533779029 10,370,595.47 11/30/10 19.425750318 9,810,985.01 5/30/11 18.868802632 9,529,698.30 11/30/11 17.216643845 8,695,274.67 5/30/12 16.065534571 8,113,906.35 11/30/12 14.338561286 7,241,697.62 5/30/13 12.539616149 6,333,139.47 11/30/13 10.699247136 5,403,660.17 5/30/14 8.729818732 4,408,999.36 11/30/14 7.684361922 3,880,990.87 5/30/15 7.802245122 3,940,527.84 11/30/15 6.269041151 3,166,182.40 5/30/16 3.438338824 1,736,534.76 - ----------------------------------------------------------- AMENDMENT NO. 2 dated as of January 12, 1993 to TAX INDEMNIFICATION AGREEMENT dated as of March 16, 1987 between PERRY ONE, INC. and PAROCK LIMITED PARTNERSHIP and OHIO EDISON COMPANY - ----------------------------------------------------------- Sale and Leaseback of an Undivided Interest in Perry Nuclear Power Plant Unit 1 - ----------------------------------------------------------- AMENDMENT NO. 2, dated as of January 12, 1993, to TAX INDEMNIFICATION AGREEMENT, dated as of March 16, 1987, as amended by Amendment No. 1 thereto, dated as of November 1, 1991, between PERRY ONE, INC., a Delaware corporation, and PAROCK LIMITED PARTNERSHIP, a New York limited partnership (collectively, the "General Partners" and, individually, a "General Partner") and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the meaning set forth in an Appendix A to the Participation Agreement, dated as of March 16, 1987, among Perry One Alpha Limited Partnership, the Original Loan Participants listed on Schedule 1 thereto, PNPP Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of November 1, 1991, among Perry One Alpha Limited Partnership, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January 1, 1993, among the Perry One Alpha Limited Partnership, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "1993 Refinancing Agreement"). WHEREAS, the Limited Partner and the General Partners have executed the Limited Partnership Agreement pursuant to which the General Partners have acquired a general partnership interest in the Owner Participant, and the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant desire to refinance the Fixed Rate Notes and the Collateral Lease Bonds and have entered into the 1993 Refinancing Agreement; and WHEREAS, the General Partners and the Lessee have heretofore executed the Tax Indemnification Agreement, dated as of March 16, 1987, as amended by Amendment No. 1 thereto, dated as of November 1, 1991 (the "Tax Indemnification Agreement"), and desire to amend the Tax Indemnification Agreement as hereinafter provided to clarify their respective rights and obligations arising from the transactions contemplated by the 1993 Refinancing Agreement; NOW, THEREFORE, THIS AGREEMENT WITNESSETH: The Tax Indemnification Agreement is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. The preamble thereof is amended by replacing the second sentence thereof in its entirety by the following two sentences: "Capitalized terms not otherwise defined herein shall have the meaning set forth in an Appendix A to the Participation Agreement, dated as of March 16, 1987, among Perry One Alpha Limited Partnership, the Original Loan Participants listed on Schedule 1 thereto, PNPP Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of November 1, 1991, among Perry One Alpha Limited Partnership, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January 1, 1993, among the Perry One Alpha Limited Partnership, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, The Bank of New York, and Ohio Edison Company (the "1993 Refinancing Agreement"). The term "Refinancing Documents" shall mean those documents, instruments, and agreements delivered in connection with any refinancing of the Notes, including, without limitation, the Refinancing Agreement and the 1993 Refinancing Agreement." 2. Section 1(a)(12) thereof is amended by restating such section in its entirety to read as follows: "(12) Except as provided in Section 5 of the Refinancing Agreement and Section 5 of the 1993 Refinancing Agreement, Basic Rent will be paid on May, 30, 1987 and the Basic Rent Payment Dates. Except as provided in Section 5 of the Refinancing Agreement and Section 5 of the 1993 Refinancing Agreement, Basic Rent will be payable in arrears in semi-annual installments during the Basic Lease Term and the Renewal Term as set forth in the Facility Lease." 3. Section 1(a)(19) thereof is amended by restating such section in its entirety to read as follows: "(19) The Owner Participant will be allowed a deduction for (i) the premium paid with respect to the Purchased Notes and the Purchased Bonds and (ii) the excess of the Redemption Price of the Fixed Rate Notes defeased in 1993 (exclusive of the portion of such Redemption Price representing interest accrued and unpaid on the Fixed Rate Notes from November 30, 1992 up to, but not including, the Refunding Date) over the principal amount thereof in each case in the taxable year of the Owner Participant in which such premium or excess, as the case may be, is paid (the "Retirement Premium Deduction"); and the General Partners will be entitled to take their respective 0.9% and 0.1% distributive share of the Retirement Premium Deduction into account in computing their federal income tax liability." 4. Section 1(a)(20) thereof is amended by restating such section in its entirety to read as follows: "(20) The Owner Participant will be allowed current deductions for amortization of an amount equal to the Refinancing Transaction Expenses to the extent payable by the Owner Trustee pursuant to Section 15 of the Refinancing Agreement or Section 16(a) of the 1993 Refinancing Agreement, as the case may be, computed on a straight-line basis from the Purchase Date or the Refunding Date, as the case may be, to the end of the Basic Lease Term (the "Refinancing Amortization Deductions"); and the General Partners will be entitled to take their respective 0.9% and 0.1% distributive share of the Refinancing Amortization Deductions into account in computing their federal income tax liability." This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the General Partners and the Lessee have caused this Amendment No. 2 to Tax Indemnification Agreement to be duly executed by their respective officers thereunto duly authorized as of the date set forth below. OHIO EDISON COMPANY By:\s\ T. F. Struck, II -------------------- Dated: January 12, 1993 ---------------- PERRY ONE, INC. By:\s\ David Elliman ----------------- Dated: January 12, 1993 ---------------- PAROCK LIMITED PARTNERSHIP By: \s\ David Elliman ----------------- Dated: January 12, 1993 ---------------- =========================================================== AMENDMENT NO. 3 dated as of October 12, 1994 to TAX INDEMNIFICATION AGREEMENT dated as of March 16, 1987 between PERRY ONE, INC. and PAROCK LIMITED PARTNERSHIP as General Partners, and OHIO EDISON COMPANY, as Lessee =========================================================== Sales and Leaseback of an Undivided Interest in Perry Nuclear Power Plant Unit 1 =========================================================== AMENDMENT NO. 3, dated as of October 12, 1994 ("Amendment No. 3"), to the TAX INDEMNIFICATION AGREEMENT, dated as of March 16, 1987, between PERRY ONE, INC., a Delaware corporation and PAROCK LIMITED PARTNERSHIP, a New York Limited Partnership (collectively the "General Partners and, individually, a "General Partner") and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee") as amended by Amendment No. 1 thereto dated as of November 1, 1991 and as amended by Amendment No. 2 thereto dated January 12, 1993 (the "Tax Indemnification Agreement"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Appendix A to the Participation Agreement, dated as of March 16, 1987, among Perry One Alpha Limited Partnership, the Original Loan Participants listed on Schedule 1 thereto, PNPP Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of November 1, 1991, among Perry One Alpha Limited Partnership, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January 1, 1993, among the Perry One Alpha Limited Partnership, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "1993 Refinancing Agreement). W I T N E S S E T H: -------------------- WHEREAS, the Limited Partner and the General Partners have executed the Limited Partnership Agreement pursuant to which the General Partners have acquired a general partnership interest in the Owner Participant, and the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and the Schedules of Casualty Values, Specialty Casualty Values and Modified Special Casualty Values in the event of a Tax Rate Change which results in the marginal federal income tax rate applicable to corporations ("Tax Rate") differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; WHEREAS, section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), increases the Tax Rate assumed to be applicable to each General Partner in the Pricing Assumptions from 34% to 35%; and WHEREAS, the Lessor and Lessee have entered into Lease Amendment No. 5 amending Schedules 1 through 4 of the Facility Lease to reflect the increase in the Tax Rate. WHEREAS, the General Partners and the Lessee have heretofore executed the Tax Indemnification Agreement providing for indemnification by the Lessee against the loss of certain tax benefits; WHEREAS, Section 7 of the Tax Indemnification Agreement requires an adjustment to the Tax Assumptions to reflect adjustments to Basic Rent pursuant to Section 3(d) of the Facility Lease; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The Tax Indemnification Agreement is hereby amended as follows: (i) by replacing the words "Transaction Documents or the Financing Documents or the Refinancing Documents" or the words "Transaction Documents or Financing Documents or the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents or the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement, except in Section 1(a)(13) thereof; (ii) by replacing the words "Transaction Documents and the Refinancing Documents" with the words "Transaction Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iii) by replacing the words "Transaction Documents and the Financing Documents and the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iv) by replacing the words "any Transaction Document or any Financing Document or any Refinancing Document" with the words "any Transaction Document or any Financing Document or any Refinancing Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement; (v) by replacing the words "any of the Transaction Documents or any of the Refinancing Documents" with the words "any of the Transaction Documents or any of the Financing Documents or any of the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; and (vi) by replacing the words "Transaction Documents, the Financing Documents, the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents, the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement. 2. Section 1(a)(9) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: The Owner Participant will be allowed current deductions for amortization of the following amounts (the "Amortization Deductions"): (i) an amount equal to Transaction Expenses to the extent payable by the Owner Participant pursuant to Section 14 of the Participation Agreement computed on a straight-line basis over the Basic Lease Term and (ii) an amount equal to the Tax Rate Change Transaction Expenses payable on behalf of the Owner Trustee pursuant to Section 5(a) of Amendment No. 7 to the Participation Agreement dated the date hereof, computed on a straight-line basis over the period commencing on the Tax Rate Adjustment Date and ending on the last day of the Basic Lease Term; and the General Partners will be entitled to take their respective 0.9% or 0.1% distributive share of the Amortization Deductions into account in computing their federal income tax liability. 3. Section 1(a)(13) of the Tax Indemnification Agreement is hereby amended by (i) replacing the words "the Transaction Documents or the Financing Documents or the Refinancing Documents" with the words "the documents dated the Tax Rate Adjustment Date delivered in connection with the tax rate adjustment (the "Tax Rate Adjustment Transaction Documents"), the Transaction Documents, the Financing Documents or the Refinancing Documents", (ii) deleting the word "and" immediately before clause (g) and replacing it with "," and (iii) adding the following after clause (g), and before the period: "and (h) Supplemental Rent in the amount of the Tax Rate Change Transaction Expenses payable under Section 5(a) of Amendment No. 7 to the Participation Agreement dated the date hereof". 4. Effective on and as of January 1, 1993, Section 1(a)(14) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: "Each General Partner's marginal federal rate of income tax is (i) 39.950685% for its taxable year ending December 31, 1987, (ii) 34% for each taxable year thereafter through December 31, 1992, and (iii) 35% for its taxable year ended December 31, 1993 and each taxable year thereafter, in each case without giving effect to any credits against tax, and such marginal and effective rates will be applicable to each item of income and deduction contemplated by this section 1(a)." 5. Sections 1(b)(9) and 2(b)(1) of the Tax Indemnification Agreement are amended by replacing "Sections 1(a)(13)(a)-(g)" with "Sections 1(a)(13)(a)-(h)" in each place it appears. 6. Section 2(b)(1) of the Tax Indemnification Agreement is amended by adding immediately after the words "of the Lessee", as they appear in subsection (xiv) of said Section 2(b)(1), the following: ", or (xv) any adjustment to Basic Rent or any schedule pursuant to Section 3(d) of the Facility Lease" 7. Except as amended hereby, the Tax Indemnification Agreement shall survive and continue in full force and effect. 8. This Amendment No. 3 may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Amendment No. 3, including a signature page executed by each of the parties hereto shall be an original of this Amendment No. 3, but all of such counterparts together shall constitute one instrument. 9. This Amendment No. 3 shall in all respects be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the General Partners and the Lessee have caused this Amendment No. 3 to the Tax Indemnification Agreement to be duly executed as of the date set forth above by their respective officers thereunto duly authorized. OHIO EDISON COMPANY By: \s\ R.H. Marsh -------------------- Name: R.H. Marsh Title: Treasurer PERRY ONE, INC. By: \s\ Arthur S. Penn ------------------------ Name: Arthur S. Penn Title: President PAROCK LIMITED PARTNERSHIP as a General Partner By: PaRock, Inc., its Managing Partner By: \s\Christopher J. Elliman -------------------------- Name: Christopher J. Elliman Title: President [EXECUTION COPY] =========================================================== AMENDMENT NO. 6 dated as of January 12, 1993 to PARTICIPATION AGREEMENT dated as of March 16, 1987, as amended among SECURITY PACIFIC CAPITAL LEASING CORPORATION, as Owner Participant PNPP FUNDING CORPORATION, as Funding Corporation PNPP II FUNDING CORPORATION, as New Funding Corporation THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of March 16, 1987 with the Owner Participant, THE BANK OF NEW YORK, in its individual capacity and as Indenture Trustee and OHIO EDISON COMPANY, as Lessee =========================================================== Sale and Leaseback of an Undivided Interest in Perry Nuclear Power Plant Unit 1 =========================================================== THIS AMENDMENT NO. 6, dated as of January 12, 1993 ("Amendment No. 6"), to the Participation Agreement dated as --------------- of March 16, 1987, as amended and as in effect on the date hereof (the "Participation Agreement"), among the Owner ----------------------- Participant identified on the cover page hereof ("Owner ----- Participant"), PNPP FUNDING CORPORATION, a Delaware - ----------- corporation ("Funding Corporation"), PNPP II FUNDING ------------------- CORPORATION, a Delaware corporation ("New Funding ----------- Corporation"), THE FIRST NATIONAL BANK OF BOSTON, a national - ----------- banking association, in its individual capacity ("FNB") and --- as Owner Trustee ("Owner Trustee") under a Trust Agreement, ------------- dated as of March 16, 1987, with the Owner Participant, THE BANK OF NEW YORK (formerly Irving Trust Company), a New York banking corporation, in its individual capacity ("Bank of New ----------- York") and as Indenture Trustee ("Indenture Trustee") under a ----------------- Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987, as amended ("Indenture"), with the Owner Trustee, and OHIO EDISON --------- COMPANY, an Ohio corporation ("Lessee"), ------ W I T N E S S E T H: ------------------- WHEREAS, the Owner participant, Funding Corporation, New Funding Corporation, FNB, the Owner Trustee, Bank of New York, the Indenture Trustee and the Lessee are parties to the Participation Agreement; WHEREAS, the parties hereto desire to permit the repurchase of the 12% Fixed Rate Notes due May 30, 2016 ("12% --- Notes") heretofore issued and Outstanding simultaneously with - ----- the issuance of Additional Notes on January 12, 1993 ("Purchase Date") to New Funding Corporation; ------------- WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values in order to preserve the Net Economic Return of the Owner Participant in the event of the refunding of the Fixed Rate Notes; WHEREAS, Section 10.1(viii) of the Indenture provides, among other things, that the Owner Trustee and Indenture Trustee may, without consent of the Holders of the Fixed Rate Notes Outstanding, execute a supplement to the Indenture in order to evidence the issuance of and to provide the terms of Additional Notes; WHEREAS, the Owner Trustee and the Indenture Trustee intend to execute Supplemental Indenture No. 3 to the Indenture, dated as of January 1, 1993 ("Supplemental ------------ Indenture No. 3"), providing for the issuance under the - --------------- Indenture of the New Fixed Rate Notes as defined in Supplemental Indenture No. 3; WHEREAS, Section 10.2(ii) of the Indenture provides, among other things, that, upon receipt of a written instruction from the Lessee and the Owner Trustee, the Indenture Trustee shall consent to certain amendments of the Facility Lease; and WHEREAS, the Owner Trustee and the Lessee intend to execute Amendment No. 4, dated as of January 12, 1993 ("Lease ----- Amendment No. 4"), to the Facility Lease, to amend certain - --------------- schedules thereto; NOW THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. ----------- Except as otherwise amended or defined herein and in the recitals, capitalized terms used herein shall have the respective meanings assigned to such terms in Appendix A to the Participation Agreement. SECTION 2. Amendments. ---------- (a) Section 8(a)(7) of the Participation Agreement is amended in its entirety to read as follows: "Location of the Chief Place of Business and Chief ------------------------------------------------- Executive Office, etc. The chief place of business and chief - --------------------- executive office of FNB and the office where its records concerning the accounts or contract rights relating to the transaction contemplated hereby are kept is located in Boston, Massachusetts and the chief place of business and chief executive office of the Corporate Trust Division of the Owner Trustee is located in Canton, Massachusetts." (b) Section 8(b) of the Participation Agreement is amended as follows: (i) by replacing the reference to "and (6)" in the first line thereof with a reference to ", (6), and (7)"; and (ii) by inserting the following new clause (7): "(7) Administration of Trust. The ----------------------- principal place of administration of the Trust shall be in Massachusetts." (c) Section 18(a)(ii) of the Participation Agreement is amended to read in its entirety as follows: "if FNB, or the Owner Trustee, by regular mail, to the First National Bank of Boston, Corporate Trust Division, Mail Stop 45-02-15, P.O. Box 1618, Boston, Massachusetts 02105- 1618, Attention: Manager, Corporate Trust Division (Reference: Ohio Edison-Perry Leveraged Lease), or if by hand delivery or courier delivery, to the First National Bank of Boston, Corporate Trust Division, Blue Hill Office Park, Mail Stop 45-02-15, 150 Royall Street, Canton, Massachusetts 02021 (telecopy number 617-575-2078), Attention: Manager, Corporate Trust Division (Reference: Ohio Edison-Perry Leveraged Lease);" (d) Schedule 5 to the Participation Agreement is replaced in its entirety with Schedule 2 hereto. (e) Appendix A to the Participation Agreement is amended as follows: (i) by restating the definition of "Refinancing ----------- Documents" as follows: --------- "'Refinancing Documents' shall mean those --------------------- documents, instruments, and agreements delivered in connection with any refinancing of the Notes." (ii) by inserting the following definitions in the appropriate alphabetical order: "'Amendment No. 6 to the Participation ------------------------------------ Agreement' shall mean Amendment No. 6 to the --------- Participation Agreeement dated as of January 12, 1993 among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee. '1993 Refinancing Agreement' shall mean that -------------------------- certain Refinancing Agreement, dated as of January 1, 1993 among the Owner Participant, Funding Corporation, New Funding Corporation, The First National Bank of Boston, The Bank of New York and Ohio Edison Company." SECTION 3. New Funding Corporation. ----------------------- Subject to the terms and conditions hereof and of Sections 2(d) and 11(c) of the Participation Agreement, on the Purchase Date, New Funding Corporation shall make a Refunding Loan to the Owner Trustee by paying to the Indenture Trustee in immediately available funds an amount equal to $6.364.000. SECTION 4. Issuance of New Fixed Rate Notes by ----------------------------------- Owner Trustee; Application of Proceeds. - --------------------------------------- Subject to the terms and conditions hereof and of Sections 2(d) and 11(c) of the Participation Agreement and Section 3.5 of the Indenture, on the Purchase Date, upon receipt of the Refunding Loan to be made by New Funding Corporation in accordance with Section 3 hereof, the Indenture Trustee, at the direction of the Owner Trustee, shall: (a) authenticate and deliver the New Fixed Rate Notes, in the aggregate principal amount of the Refunding Loan and bearing interest at the rates per annum and in the amounts, respectively, set forth in, or determinable under, Supplemental Indenture No. 3; and (b) apply the proceeds of the Refunding Loan and other funds received hereunder and under the 1993 Refinancing Agreement to the purchase and prepayment (in full) of the principal of and the accrued interest and premium on the refunded 12% Notes as directed by the Owner Trustee. SECTION 5. Implementation. -------------- (a) Forms. The forms of Supplemental Indenture No. 3, ----- Lease Amendment No. 4, and the Amendment to the Reimbursement Agreement among the Lessee, The Fuji Bank, Limited, Chemical Bank, and the Participating Banks named therein (the "Amended ------- Reimbursement Agreement") are attached hereto as Exhibits A, - ----------------------- B, and C, respectively. (b) Request by the Owner Participant. In accordance -------------------------------- with Section 2.01 of the Trust Agreement subject to the terms and conditions of Section 11(c) of the Participation Agreement, the Owner Participant hereby directs that the Owner Trustee (i) execute and deliver this Amendment No. 6, Supplemental Indenture No. 3 and Lease Amendment No. 4 (collectively the "1993 Amendments"); (ii) execute the New --------------- Fixed Rate Notes and request the Indenture Trustee to authenticate and deliver the New Fixed Rate Notes pursuant to Section 3.5(2) of the Indenture; and (iii) execute and deliver all other agreements, instruments and certificates contemplated by the Transaction Documents, Financing Documents, 1993 Refinancing Agreement and the 1993 Amendments. (c) Instruction and Consent. In accordance with ----------------------- Section 10.2 of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent to Lease Amendment No. 4 and the Indenture Trustee so consents. In accordance with Section 10.1 of the Indenture, the Owner Trustee and the Indenture Trustee hereby consent and agree to Supplemental Indenture No. 3. (d) Consent of Lessee. In accordance with Section ----------------- 8(b)(2) of the Participation Agreement, the Lessee hereby consents to the refunding of the 12% Notes. (e) Recordations and Filings. The Lessee agrees that ------------------------ it will cause to be made the recordations and filings set forth in Schedule 1 hereto and that such filings and recordations are all the recordations and filings that are necessary in order to preserve, protect and perfect the Owner Trustee's rights and interests under the Facility Lease, as amended, and the first and prior security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended. SECTION 6. Conditions To Effectiveness. --------------------------- This Amendment No. 6 shall become effective as of the date first above written if: (a) it shall have been duly executed and delivered by all of the parties hereto and all of the conditions set forth below in this Section 6 shall have been satisfied (the date of such satisfaction being referred to as the "Effective Date"); (b) the Owner -------------- Participant shall have received (i) a duly executed and delivered, legal, valid and binding Lease Amendment No. 4 and Amendment No. 2 to the Tax Indemnification Agreement and (ii) a replacement Letter of Credit reflecting the appropriate Maximum Letter of Credit Amount; (c) all conditions referred to in Section 14 of the 1993 Refinancing Agreement shall have been satisfied; and (d) no Default, Event of Default, Event of Loss, Deemed Loss Event, Reimbursement Default, Reimbursement Event of Default, Indenture Default or Indenture Event of Default shall have occurred and be continuing. SECTION 7. Expenses. -------- (a) On the Purchase Date, the costs and expenses of the Owner Participant (including legal fees and disbursements of the Owner Participant's counsel and internal counsel), the Owner Trustee, the Indenture Trustee and the Issuing Bank with respect to the execution and delivery of this Amendment No. 6 and the transactions contemplated herein shall be paid in accordance with the provisions of Section 16 of the 1993 Refinancing Agreement. (b) Notwithstanding anything in this Section 7 or in Section 14 of the Participation Agreement to the contrary, in the event the transactions contemplated by this Amendment No. 6 shall not be consummated for any reason, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Owner Participant, Funding Corporation and New Funding Corporation in respect of all costs and expenses of such parties including legal fees and disbursements of their counsel related to this Amendment No. 6 and the 1993 Refinancing Agreement and the transactions contemplated hereby and thereby. SECTION 8. Miscellaneous. ------------- (a) Execution. This Amendment No. 6 may be executed --------- in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Amendment No. 6 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are respectively the dates set forth under the signatures hereto, and this Amendment No. 6 shall not be effective until all such signatures shall have been duly affixed and all conditions precedent set forth in Section 6 hereof shall have been satisfied. This Amendment No. 6 amends and modifies the Participation Agreement and is to be read with and form part of the Participation Agreement. On and from the Effective Date, any reference in any Transaction Document to the Participation Agreement shall be deemed to refer to the Participation Agreement as amended through the date hereof. (b) Non-Waiver or Amendment. The agreements contained ----------------------- in this Amendment shall not, except as expressly provided in this Amendment No. 6, operate as a waiver of any right, power or remedy of any party under any Transaction Document, nor constitute, except as expressly provided in this Amendment No. 6, a waiver of any provision of any Transaction Document. (c) Governing Law. This Amendment No. 6 has been ------------- negotiated and delivered in the State of New York and shall be governed by, and be construed in accordance with, the laws of the State of New York. (d) Responsibility for Recitals. The recitals --------------------------- contained herein shall be taken as the statements of the Lessee, and the other parties hereto assume no responsibility for the correctness of the same. IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Amendment No. 6 to the Participation Agreement to be duly executed by its respective officers thereunto duly authorized as of the dates set forth below. PNPP FUNDING CORPORATION By: \s\ M.A. Ferruci ------------------------------- Name: M.A. Ferruci ----------------------------- Title: Vice President ---------------------------- Date: January 12, 1993 ---------------------------- PNPP II FUNDING CORPORATION By: \s\ Laurie A. Sullivan ------------------------------- Name: Laurie A. Sullivan ----------------------------- Title: Vice President ---------------------------- Date: January 12, 1993 ----------------------------- THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of March 16, 1987 with the Owner Participant By: \s\ J.E. Mogavero ------------------------------- Name: J.E. Mogavero ----------------------------- Title: Authorized Officer ---------------------------- Date: January 12, 1993 ----------------------------- THE BANK OF NEW YORK, in its individual capacity and as Indenture Trustee under a Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987 with The First National Bank of Boston in its individual capacity and as Owner Trustee under a Trust Agreement dated as of March 16, 1987 with the Owner Participant By: \s\ W.T. Cunningham ----------------------------- Name: W. T. Cunningham ---------------------------- Title: Vice President -------------------------- Date: January 12, 1993 --------------------------- OHIO EDISON COMPANY, as Lessee By: \s\ T.F Struck, II ----------------------------- Name: T.F. Struck, II --------------------------- Title: Assistant Treasurer -------------------------- Date: January 12, 1993 --------------------------- SECURITY PACIFIC CAPITAL LEASING CORPORATION By: \s\ Gail D. Smedal ----------------------------- Name: Gail D. Smedal --------------------------- Title: Contract Administrator --------------------------- Date: January 12, 1993 --------------------------- EXHIBIT A TO AMENDMENT NO. 6 TO THE PARTICIPATION AGREEMENT [Form of Supplemental Indenture No. 3] EXHIBIT B TO AMENDMENT NO. 6 TO THE PARTICIPATION AGREEMENT [Form of Lease Amendment No. 4] EXHIBIT C TO AMENDMENT NO. 6 TO THE PARTICIPATION AGREEMENT [Form of Amended Reimbursent Agreement] SCHEDULE 1 TO AMENDMENT NO. 6 TO THE PARTICIPATION AGREEMENT Filings and Recordations to be Made by Lessee - --------------------------------------------- A. County Recorder, Lake County, Ohio: (i) A financing statement on form UCC-1 naming the Lessee, as lessee, the Owner Trustee, as lessor, and the Indenture Trustee, as assignee of the Owner Trustee, in respect of the Facility Lease; and (ii) A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. B. County Recorder, Summit County, Ohio: (i) A financing statement on form UCC-1 naming the Lessee, as lessee, the Owner Trustee, as lessor, and the Indenture Trustee, as assignee of the Owner Trustee, in respect of the Facility Lease; (ii) A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. C. Secretary of State, Ohio: (i) A financing statement on form UCC-1 naming the Lessee, as lessee, the Owner Trustee, as lessor, and the Indenture Trustee, as assignee of the Owner Trustee, in respect of the Facility Lease; (ii) A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. D. Commonwealth of Massachusetts, Suffolk County: A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. SCHEDULE 2 TO AMENDMENT NO. 6 TO THE PARTICIPATION AGREEMENT PRICING ASSUMPTIONS ------------------- See ABC File oep93-sp-refi-p 13-Jan-1993 7:35:13.00 Date/Time last modified 12-Jan-1993 11:12:39.0 (A hard copy of which is retained in the files of the Owner Participant, the Lessee, and their respective counsel and McManus & Miles) 1. In addition for the generation of casualty value schedules, the following input shall be used: Casualty Value - Report 9 - -------------- Added days return (question 22.5): 0 Added residual (question 22.7): 20% Added residual discount rate (question 22.7.1): 9.12% Column 2, Heading "Full TV (TV + Add Exp + Add Resid)" Special Casualty Values - Report 9 - ----------------------- Added days return (question 22.5): 0 Added residual (question 22.7): 10% Added residual discount rate (question 22.7.1): 9.12% Column 2, Heading "Full TV (TV + Add Exp + Add Resid)" Modified Special Casualty Value - Report 9 - ------------------------------- Added days return (question 22.5): 0 Added residual (question 227): 0% Added residual discount rate (question 22.7.1): 9.12% Column 8 Heading "Full TV + Rent - Loan Bal Before DS" I.C.5 ----- ___________________________________________________ ___________________________________________________ AMENDMENT NO. 7 dated as of October 12, 1994 to PARTICIPATION AGREEMENT dated as of March 16, 1987, as amended by the Amendment No. 1 thereto dated as of September 1, 1987, Amendment No. 3 thereto dated as of May 16, 1988, Amendment No. 4 thereto dated as of November 1, 1991, Amendment No. 5 thereto dated as of November 24, 1992, and Amendment No. 6 thereto dated as of January 12, 1993 among SECURITY PACIFIC CAPITAL LEASING CORPORATION, as Owner Participant PNPP FUNDING CORPORATION, PNPP II FUNDING CORPORATION, THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of March 16, 1987, with the Owner Participant, THE BANK OF NEW YORK, as Indenture Trustee and OHIO EDISON COMPANY, as Lessee ___________________________________________________ ___________________________________________________ THIS AMENDMENT NO. 7 dated as of October 12, 1994 ("Amendment No. 7") to the Participation Agreement dated as --------------- of March 16, 1987, as amended by Amendment No. 1 thereto dated as of September 1, 1987, Amendment No. 3 thereto dated as of May 16, 1988, Amendment No. 4 thereto dated as of November 1, 1991, Amendment No. 5 thereto dated as of November 24, 1992, and Amendment No. 6 thereto dated as of January 12, 1993 and as in effect on the date hereof (the "Participation Agreement")1/, among the Owner Participant ----------------------- identified on the cover page hereof (the "Owner ----- Participant"), PNPP FUNDING CORPORATION, a Delaware - ----------- corporation ("Funding Corporation"), PNPP II FUNDING ------------------- CORPORATION, a Delaware corporation ("New Funding ----------- Corporation"), THE FIRST NATIONAL BANK OF BOSTON, a - ----------- national banking association, in its individual capacity ("FNB") and as Owner Trustee (the "Owner Trustee") under a --- ------------- Trust Agreement, dated as of March 16, 1987, with the Owner Participant, THE BANK OF NEW YORK (formerly Irving Trust Company), a New York banking corporation, in its individual capacity ("Bank of New York") and as Indenture Trustee (the ---------------- "Indenture Trustee") under a Trust Indenture, Mortgage, ----------------- Security Agreement and Assignment of Facility Lease, dated as of March 16, 1987, as supplemented and amended by the Supplemental Indenture No. 1, dated as of September 1, 1987, Supplemental Indenture No. 2 dated as of November 1, 1991 and Supplemental Indenture No. 3 dated as of January 1, 1993 (the "Indenture"), with the Owner Trustee, and OHIO --------- EDISON COMPANY, an Ohio corporation (the "Lessee"), ------ W I T N E S S E T H : ------------------- WHEREAS, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee have previously entered into the Participation Agreement; and - -------------------------------- 1. A document entitled Amendment No.2, a copy of which is dated as of March 15, 1988, to the Participation Agreement was not entered into or executed by the parties. WHEREAS, Funding Corporation desires to cease to be a party to the Participation Agreement; and WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values in order to preserve the Net Economic Return of the Owner Participant in the event, among other things, of any change ("Tax Rate Change") in the Code enacted into law after the Closing Date and prior to March 19, 2007, which results in the change in the marginal federal income tax rate (the "Tax Rate") applicable to corporations differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 2(e) of the Participation Agreement provides that, subject to the satisfaction of the conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement, the Lessee and the Lessor shall reoptimize the amortization schedules for the Outstanding Fixed Rate Notes, in accordance with and in the manner contemplated by the Closing Letter, upon the occurrence of a Tax Rate Adjustment; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, Section 10.2(ii) of the Indenture provides, among other things, that, upon receipt of a written instruction from the Lessee and the Owner Trustee, the Indenture Trustee shall consent to certain amendments to the Facility Lease; and WHEREAS, the Owner Trustee and the Lessee intend to execute Amendment No. 5 to the Facility Lease, dated as of October 12, 1994 ("Lease Amendment No. 5"), to amend --------------------- certain provisions thereof, Appendix A thereto and certain schedules thereof; and WHEREAS, in order to carry out the provisions of Section 2(e) of the Participation Agreement and such Section 3(d) of the Facility Lease, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee wish to amend the Participation Agreement to establish and preserve the pricing file, which incorporates the Assumptions and the new 35% Tax Rate and other assumptions, created by the Owner Participant in connection with the Tax Rate Change, and reoptimize the amortization schedules for the Outstanding Fixed Rate Notes by entering into this Amendment No. 7. NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. Except as otherwise amended or defined herein and in the recitals, capitalized terms used herein shall have the respective meanings assigned to such terms in Appendix A to the Participation Agreement. SECTION 2. Amendments. (a) Section 2(c) Releveraging. Section 2(c) of ------------------------- the Participation Agreement is amended by inserting before the end of the first sentence thereof after the phrase "Net Economic Return" and before the period the following phrase: "; provided that in order to determine the amount -------- of the non-recourse loans to the Lessor the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions". (b) Section 2(d) Refunding of Notes. Section ------------------------------- 2(d) of the Participation Agreement is amended by inserting before the end of the penultimate sentence thereof after the phrase "Net Economic Return" the following phrase: "; provided that in order to determine the -------- foregoing the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions". (c) Section 11(c) Conditions to Releveraging and -------------------------------------------- Refunding. Section 11(c) of the Participation Agreement is - --------- amended as follows: (i) by deleting the heading "Conditions to Releveraging or Refunding." and inserting in lieu thereof "Conditions to Releveraging, Refunding or Reoptimization."; and (ii) by deleting the phrase "Releveraging Date or Refunding Date" each time it appears in clauses (4) and (6) of such Section and inserting in lieu thereof the phrase "Releveraging Date, Refunding Date or Reoptimization Date" throughout such Section; and (iii) by inserting in the first paragraph therein before the first parenthetical and after the phrase "of the following conditions precedent" the following new parenthetical: "(but in the case of a reoptimization, only the conditions precedent specified in clauses (3), (4), (6), (7) and (9) below)". (d) Section 18 Notices, etc. Section 18(iv) of ------------------------ the Participation Agreement is amended by inserting at the end thereof before the semicolon after the phrase "Attention: President" the following phrase: "and if to New Funding Corporation, at c/o J.H. Management Corp., P.O. Box 4024, Boston, Massachusetts 02101-4024, Attention: Nancy D. Smith, President". (e) Schedule 1 "Participants". Paragraph A of -------------------------- Schedule 1 to the Participation Agreement, which sets forth the address for notice to the Owner Participant, is amended to read in its entirety as follows: "A. OWNER PARTICIPANT Security Pacific Capital Leasing Corporation Four Embarcadero Center Suite 1200 San Francisco, California 94111 Attention: Contracts Administration Telecopy: (415) 765-7373" (f) Appendix A. Appendix A to the Participation ---------- Agreement is amended as follows: (i) by restating the definition of "Funding Corporation" to read as follows: "`Funding Corporation' shall mean, as of the `Effective Date', as such term is defined in Section 6(a) of Amendment No. 6 to the Participation Agreement, New Funding Corporation." (ii) by inserting in the appropriate alphabetical order the following new definitions: "`Amendment No. 7 to the Participation Agreement' shall mean Amendment No. 7, dated as of October 12, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee." "`Closing Letter' shall have the meaning set forth in Section 2(c) of the Participation Agreement, a copy of which is attached as Exhibit D to Amendment No. 7 to the Participation Agreement." "`Reoptimization Date' shall mean a date on which a reoptimization pursuant to Section 2(e) of the Participation Agreement is to be effected." "`Tax Rate Adjustment' shall have the meaning set forth in Section 2(c) of the Participation Agreement." "`Tax Rate Adjustment Date' shall have the meaning assigned to such term in Section 4 of Amendment No. 7 to the Participation Agreement." "`Tax Rate Assumptions' shall mean the tax rate change assumptions set forth on Schedule 1 to Amendment No. 7 to the Participation Agreement." "`Tax Rate Change' shall have the meaning set forth in Section 3(d) of the Facility Lease." "`Tax Rate Change Transaction Expenses' shall mean the amount assigned to such term in Schedule 1 to Amendment No. 7 to the Participation Agreement." (g) Parties In Interest. The parties agree that ------------------- Funding Corporation shall cease to be a party to the Participation Agreement and shall have no further rights, obligations or interest, except as otherwise provided in Section 13 of the Participation Agreement, thereunder. The Participation Agreement is hereby amended generally so that all references to Funding Corporation shall be deemed to refer to New Funding Corporation, to the extent that such references relate to the rights, obligations or interest of Funding Corporation subsequent to the "Effective Date", as such term is defined in Section 6(a) of Amendment No. 6 to the Participation Agreement. SECTION 3. Implementation. (a) Forms. The forms of Lease Amendment No. 5 ----- and the Eighth Amendment, dated as of October 12, 1994, to the Reimbursement Agreement, as amended heretofore, among the Lessee, The Fuji Bank, Limited, Chemical Bank and the Participating Banks named therein (the "Amendment to ------------ Reimbursement Agreement") are attached hereto as Exhibits A - ----------------------- and B, respectively, and the reoptimized amortization schedules for the Outstanding Fixed Rate Notes are attached hereto as Exhibits C-1, C-2, C-3, and C-4, respectively. (b) Request by the Owner Participant. In -------------------------------- accordance with Section 2.01 of the Trust Agreement, subject to the terms and conditions of Section 11(c) of the Participation Agreement, the Owner Participant hereby directs that the Owner Trustee (i) execute and deliver this Amendment No. 7 and Lease Amendment No. 5 (collectively, the "1994 Amendments"), (ii) execute and deliver all other --------------- agreements, instruments and certificates contemplated by the Transaction Documents and the 1994 Amendments, (iii) instruct the Indenture Trustee to (x) consent to Lease Amendment No. 5 and (y) attach the reoptimized amortization schedules (attached hereto as Exhibits C-1, C-2, C-3 and C- 4) for the Outstanding Fixed Rate Notes in place of the existing amortization schedules to such Notes and (iv) subject to the terms of the Trust Agreement, to take such other action in connection with the foregoing as the Owner Participant may from time to time direct. (c) Instruction and Consent. In accordance with ----------------------- Section 10.2(ii) of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent to Lease Amendment No. 5 and the Indenture Trustee hereby so consents. (d) Consent of Lessee. In accordance with ----------------- Section 8(b)(2) of the Participation Agreement, the Lessee hereby consents to the revised amortization schedules (attached hereto as Exhibits C-1, C-2, C-3 and C-4) to the respective Outstanding Fixed Rate Notes in connection with the Tax Rate Change. (e) Recordations and Filings. The Lessee agrees ------------------------ that it will cause to be made the recordations and filings set forth in Schedule 2 hereto and that such recordations and filings are all of the recordations and filings that are necessary in order to preserve, protect and perfect the Owner Trustee's rights and interests under the Facility Lease, as amended by Amendment Nos. 1, 2, 3, 4 and 5 thereto, and the first and prior security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended. SECTION 4. Conditions To Effectiveness. This Amendment No. 7 shall become effective as of the date first above written if: (a) it shall have been duly executed and delivered by all of the parties hereto and all of the conditions set forth below in this Section 4 shall have been satisfied (the date of such satisfaction being referred to as the "Tax Rate Adjustment Date"); (b) ------------------------ the Owner Participant shall have received a duly executed and delivered, legal, valid, and binding Lease Amendment No. 5 and Amendment No. 3 to the Tax Indemnification Agreement, as amended heretofore ("TIA Amendment No. 3"); (c) the Owner Participant shall have received the replacement Letter of Credit having Maximum Drawing Amounts (as defined in the Letter of Credit) corresponding to the Modified Special Casualty Values, as adjusted on the date hereof, from The Fuji Bank, Limited, in substantially the form of Exhibit A to the Reimbursement Agreement, in replacement of the existing Letter of Credit; (d) the Owner Participant shall have received opinions from Owner Participant's Special Tax Counsel, Lessee's Senior Attorney, Lessee's Special Counsel, Lessee's NRC Counsel, special counsel and special Japanese counsel to The Fuji Bank, Limited, and such other opinions as the Owner Participant shall reasonably request and all such opinions shall be in form and substance satisfactory to the Owner Participant; (e) no Default, Event of Default, Event of Loss, Deemed Loss Event, Reimbursement Default, Reimbursement Event of Default, Indenture Default or Indenture Event of Default shall have occurred and be continuing; and (f) subject to the satisfaction of any and all other conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement. SECTION 5. Expenses. (a) On the Tax Rate Adjustment Date, (i) the costs and expenses of the Owner Participant (including, but not limited to, Owner Participant's computer lease analysis expenses, out-of-pocket expenses and legal fees and disbursements of the Owner Participant's counsel and any financial advisors employed by it) as well as the fees and expenses (including, but not limited to, all computer lease analysis and travel related costs) of the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee, Funding Corporation, New Funding Corporation and the Issuing Bank with respect to the negotiation, execution and delivery of this Amendment No. 7, Lease Amendment No. 5, TIA Amendment No. 3, the replacement Letter of Credit, the transactions contemplated herein and therein and all other agreements, documents or instruments prepared in connection therewith and all fees, taxes, expenses and disbursements incurred by such parties, including, but not limited to, legal fees and disbursements of their counsel, in connection with the transactions contemplated hereby and thereby and (ii) all stenographic, printing, reproduction, and other out-of-pocket expenses (other than investment banking or brokerage fees) incurred in connection with the execution and delivery of this Amendment No. 7, Lease Amendment No. 5, TIA Amendment No. 3, the replacement Letter of Credit and all other agreements, documents or instruments prepared in connection therewith (collectively, the "Tax Rate Change Transaction Expenses") shall be paid ------------------------------------ by the Lessee, on behalf of the Owner Trustee, as Supplemental Rent in accordance with the provisions of this Section 5, Section 20 of the Facility Lease and Sections 14(b)(2)(b) and (g) of the Participation Agreement. (b) Notwithstanding anything in this Section 5 or in Section 14 of the Participation Agreement to the contrary, (i) in the event the transactions contemplated by this Amendment No. 7 shall not be consummated for any reason, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Collateral Trust Trustee, the Owner Trustee, the Owner Participant, Funding Corporation and New Funding Corporation in respect of all Tax Rate Change Transaction Expenses and (ii) in any event, the Lessee shall pay or cause to be paid directly (and not as Supplemental Rent) that portion of the Tax Rate Change Transaction Expenses which exceeds the Tax Rate Change Transaction Expenses payable by the Owner Trustee pursuant to clause (a) above and as indicated on Schedule 1 hereto and shall indemnify and hold the Lessor and the Owner Participant harmless for any such amounts. SECTION 6. Miscellaneous. (a) Execution. This Amendment No. 7 may be --------- executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Amendment No. 7 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are respectively the dates set forth under the signatures hereto, and this Amendment No. 7 shall not be effective until all such signatures shall have been duly affixed and all conditions precedent set forth in Section 4 hereof shall have been satisfied. This Amendment No. 7 amends and modifies the Participation Agreement and is to be read with and form part of the Participation Agreement. On and from the Tax Rate Adjustment Date, any reference in any Transaction Document to the Participation Agreement shall be deemed to refer to the Participation Agreement as amended and modified by Amendment No. 1 thereto dated as of September 1, 1987, Amendment No. 3 thereto dated as of May 16, 1988, Amendment No. 4 thereto dated as of November 1, 1991, Amendment No. 5 thereto dated as of November 24, 1992, Amendment No. 6 thereto dated as of January 12, 1993, and this Amendment No. 7. (b) Non-Waiver or Amendment. The agreements ----------------------- contained in this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of any party under any Transaction Document, nor constitute, except as expressly provided in this Amendment No. 7, a waiver of any provision of any Transaction Document. (c) Governing Law. This Amendment No. 7 has ------------- been negotiated and delivered in the State of New York and shall be governed by, and construed in accordance with, the laws of the State of New York. (d) Responsibility for Recitals. The recitals --------------------------- contained herein shall be taken as the statements of the Lessee, and the other parties hereto assume no responsibility for the correctness of the same. IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Amendment No. 7 to the Participation Agreement to be duly executed by its respective officers thereunto duly authorized as of the dates set forth below. PNPP FUNDING CORPORATION By: \s\ M.A. Ferrucci -------------------------- Name: M.A. Ferrucci Title: President Date: October 12, 1994 PNPP II FUNDING CORPORATION By: \s\ Lannhi Tran ------------------------- Name: Lannhi Tran Title: Vice President Date: October 12, 1994 THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with the Owner Participant By: \s\ J.E. Mogavero -------------------------- Name: J.E. Mogavero Title: Authorized Officer Date: October 12, 1994 THE BANK OF NEW YORK, in its individual capacity and as Indenture Trustee under a Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of March 16, 1987, as amended with The First National Bank of Boston in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with the Owner Participant. By: \s\ Mary Jane Morrissey ---------------------------- Name: Mary Jane Morrissey Title: Assistant Vice President Date: October 12, 1994 OHIO EDISON COMPANY, as Lessee By: \s\ R.H. Marsh -------------------------- Name: R.H. Marsh Title: Treasurer Date: October 12, 1994 SECURITY PACIFIC CAPITAL LEASING CORPORATION, as Owner Participant By: \s\ Raleigh W. Klein -------------------------- Name: Raleigh W. Klein Title: Vice President Date: October 12, 1994 SCHEDULE 1 TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT ----------------------- TAX RATE CHANGE ASSUMPTIONS --------------------------- SEE WARREN & SELBERT ABC FILE OEPTXSECPACFINR DATED 6- OCT-1994 23:35:14, LAST MODIFIED 6-OCT-94 21:51:07 (A HARD COPY OF WHICH IS RETAINED IN THE FILES OF OWNER PARTICIPANT, LESSEE AND McMANUS & MILES) 1. Tax Rate Change Transaction Expenses $31,500.00 paid on the Tax Rate Adjustment Date by the Lessee on behalf of the Owner Trustee as Supplemental Rent and amortized for Federal income tax purposes on a straight line basis over the remaining Basic Lease Term. 2. Owner Participant's Marginal Federal Tax Rate 35 percent in 1993 and each year after. 3. Basic Rent payments See Schedule 1 to Amendment No. 5 to Facility Lease. 4. Amortization of Notes See Exhibits C-1, C-2, C-3 and C-4 to Amendment No. 7 to Participation Agreement. SCHEDULE 2 TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT ----------------------- RECORDATIONS AND FILINGS ------------------------ UCC-1 Financing Statements and Other Filings A. Secretary of Commonwealth, Pennsylvania (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. B. County Recorder, Summit County, Ohio: (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. C. Secretary of State, Ohio (i) A financing statement on Form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. EXHIBIT A TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT ------------- [FORM OF LEASE AMENDMENT NO. 5] EXHIBIT B TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT ------------- [FORM OF AMENDMENT TO REIMBURSEMENT AGREEMENT] EXHIBITS C-1, C-2, C-3 and C-4, respectively, TO AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT ------------- [FORMS OF REOPTIMIZED AMORTIZATION SCHEDULES FOR THE FIXED RATE NOTES] EXHIBIT D TO AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT ------------- [COPY OF CLOSING LETTER] I.A.5 ----- CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS AMENDED BY THIS AMENDMENT NO. 5 THERETO HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE BANK OF NEW YORK, AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE DATED AS OF MARCH 16, 1987, AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE NO. 1 THERETO, DATED AS OF SEPTEMBER 1, 1987, BY THE SUPPLEMENTAL INDENTURE NO. 2 THERETO, DATED AS OF NOVEMBER 1, 1991, AND BY THE SUPPLEMENTAL INDENTURE NO. 3 THERETO, DATED AS OF JANUARY 1, 1993. THIS AMENDMENT NO. 5 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(b) OF THIS AMENDMENT NO. 5 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART ___________________________________________________________ AMENDMENT NO. 5 dated as of October 12, 1994 to FACILITY LEASE dated as of March 16, 1987, as amended as of September 1, 1987, further amended as of November 1, 1991, further amended as of November 24, 1992, and further amended as of January 12, 1993, between THE FIRST NATIONAL BANK OF BOSTON not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with SECURITY PACIFIC CAPITAL LEASING CORPORATION, as Lessor and OHIO EDISON COMPANY, as Lessee ___________________________________________________________ Original Facility Lease Recorded on March 19, 1987, at Mortgage Book Volume 293, Page 184, Lake County, Ohio Recorder's Office. Amendment No. 1 to Facility Lease Recorded at Mortgage Book Volume ___, Page ___, Lake County, Ohio Recorder's Office. Amendment No. 2 to Facility Lease Recorded at Mortgage Book Volume ___, Page ___, Lake County, Ohio Recorder's Office. Amendment No. 3 to Facility Lease Recorded at Mortgage Book Volume __, Page __, Lake County, Ohio Recorder's Office. Amendment No. 4 to Facility Lease Recorded at Mortgage Book Volume ___, Page ___, Lake County, Ohio Recorder's Office. AMENDMENT NO. 5, dated as of October 12, 1994 ("Amendment No. 5"), to the Facility Lease, dated as of March 16, 1987, as amended by Amendment No. 1 thereto, dated as of September 1, 1987 ("Amendment No. 1"), Amendment No. 2 thereto, dated as of November 1, 1991 ("Amendment No. 2"), Amendment No. 3 thereto, dated as of November 24, 1992 ("Amendment No. 3"), and Amendment No. 4 thereto, dated as of January 12, 1993 ("Amendment No. 4"), all as in effect on the date hereof (the "Facility Lease"), between THE FIRST NATIONAL BANK OF BOSTON, a national banking association, not in its individual capacity, but solely as Owner Trustee (the "Lessor") under a Trust Agreement, dated as of March 16, 1987, with SECURITY PACIFIC CAPITAL LEASING CORPORATION, as Owner Participant and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). W I T N E S S E T H : ------------------- WHEREAS, the Lessor and the Lessee have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; and WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values so as to preserve Owner Participant's Net Economic Return in the event, among other things, of any change ("Tax Rate Change") in the Code enacted into law after the Closing Date and prior to March 19, 2007, which results in the change in the marginal federal income tax rate (the "Tax Rate") applicable to corporations differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103-66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, as a result of the Tax Rate Change, in order to carry out the provisions of Section 3(d) of the Facility Lease, the Owner Trustee and the Lessee desire to execute this Amendment No. 5 to amend certain Sections of the Facility Lease, amend Appendix A thereto, and amend the schedules of Basic Rent percentages, Casualty Values, Special Casualty Values and Modified Special Casualty Values pursuant to Sections 3(d) and 3(f) of the Facility Lease. WHEREAS, the Indenture Trustee, in connection with the adjustment to the schedules of principal amortization attached to the Outstanding Fixed Rate Notes, has agreed to waive the 60 day notice requirement under Section 2(b) of each of Supplemental Indenture No. 2, dated as of November 1, 1991, and Supplemental Indenture No. 3, dated as of January 1, 1993, to the Indenture and accept a 45 day notice period in lieu thereof; and NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions ----------- For purposes hereof, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Facility Lease. SECTION 2. Supplements and Amendments -------------------------- (a) Section 3(d) Adjustments to Rent for Change in ---------------------------------------------- Tax Rate. Section 3(d) of the Facility Lease is amended by - -------- inserting in the fourth line therein immediately after the phrase "if there is any change" the phrase "(`Tax Rate Change')". (b) Section 3(e) Other Adjustments to Rent. -------------------------------------- Section 3(e) of the Facility Lease is amended by inserting after the parenthetical contained in the second sentence thereof before the period the following phrase: "provided, however, that nothing in this sentence shall -------- be construed so as to impair the preservation of Net Economic Return (or Adjusted Net Economic Return, whichever is applicable) in connection with the adjustments to Basic Rent and the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values pursuant to Section 3(d) or this Section 3(e); provided further that in order to determine the ---------------- foregoing adjustments the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions". (c) Definitions. Appendix A to the Facility Lease ----------- is amended as set forth in Amendment No. 7, dated as of October 12, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee, in respect of Appendix A thereto. (d) Schedules. Schedules 1 through 4 of the --------- Facility Lease are hereby amended as follows: (i) Schedule 1 entitled "Basic Rent Percentages" is deleted in its entirety and is hereby replaced with Schedule 1 hereto. (ii) Schedule 2 entitled "Schedule of Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 2 hereto. (iii) Schedule 3 entitled "Schedule of Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 3 hereto. (iv) Schedule 4 entitled "Schedule of Modified Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 4 hereto. SECTION 3. Miscellaneous ------------- (a) Execution. This Amendment No. 5 may be --------- executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. (b) Original Counterpart. The single executed -------------------- original of this Amendment No. 5 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Amendment No. 5. No security interest in this Amendment No. 5 may be created or continued through the transfer or possession of any counterpart other than the "Original." (c) Effectiveness. Although this Amendment No. 5 ------------- is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are, respectively, the dates set forth under the signatures hereto, and this Amendment No. 5 shall become effective as of the Tax Rate Adjustment Date (as defined in Amendment No. 7 to the Participation Agreement) when all conditions precedent to the Tax Rate Adjustment Date shall have been satisfied and this Amendment No. 5 shall have been duly executed and delivered by all of the parties hereto, is executed and shall be construed as an amendment and supple- ment to the Facility Lease, and as provided in the Facility Lease, this Amendment No. 5 forms a part thereof. On and from the Tax Rate Adjustment Date any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease, as amended and modified by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, and the Facility Lease, as so amended, remains in full force and effect in accordance with its terms. (d) Non-Waiver or Amendment. The agreements ----------------------- contained in this Amendment No. 5 shall not, except as expressly provided in this Amendment No. 5, operate as a waiver of any right, power or remedy of any party under any Transaction Document nor constitute, except as expressly provided in this Amendment No. 5, a waiver of any provision of any Transaction Document. (e) Governing Law. This Amendment No. 5 shall be ------------- governed by and construed in accordance with the laws of the State of New York, except to the extent that the laws of the State of Ohio govern the creation of, and perfection of, the leasehold estate hereunder and the exercise of rights and remedies with respect to such leasehold estate and except to the extent that the Federal laws of the United States are mandatorily applicable. IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Amendment No. 5 to be duly executed as of the date set forth above by their respective officers thereunto duly organized. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of March 16, 1987, with SECURITY PACIFIC CAPITAL LEASING CORPORATION, as Lessor Attest:\s\ Donna Germano By \s\James E. Mogavero ------------------ ------------------------- Name: Donna Germano Name: James E. Mogavero Title: Assistant Cashier Title: Authorized Officer [Corporate Seal] OHIO EDISON COMPANY, as Lessee Attest:\s\ T.F. Struck, II By \s\ R.H. Marsh -------------------- ---------------------- Name: T.F. Struck, II Name: R.H. Marsh Title: Assistant Treasurer Title: Treasurer [Corporate Seal] COMMONWEALTH OF MASSACHUSETTS) : ss.: COUNTY OF NORFOLK ) ON THIS, the 12th day of October, 1994, before me a Notary Public, personally appeared James E. Mogavero, who acknowledged himself to be an Authorized Officer of THE FIRST NATIONAL BANK OF BOSTON, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the national banking association by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\Shawn Patrick George -------------------------- Notary Public Shawn Patrick George Notary Public My Commission Expires: September 2, 1999 STATE OF OHIO ) : ss.: COUNTY OF SUMMIT) ON THIS, the 12th day of October, 1994, before me a Notary Public in and for said County and State, personally appeared T.F. Struck, II, who acknowledged himself to be a Assistant Treasurer of OHIO EDISON COMPANY, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\ Susie M. Hoisten ------------------------ Notary Public Susie M. Hoisten Notary Public Residence - Summit County State Wide Jurisdiction, Ohio My Commission Expires: November 4, 1996 I.B. ---- CERTAIN OF THE RIGHT, TITLE AND INTEREST IN AND TO THIS AMENDMENT NO. 5 TO FACILITY LEASE OF THE FIRST NATIONAL BANK OF BOSTON, AS OWNER TRUSTEE UNDER THE TRUST AGREEMENT, DATED AS OF MARCH 16, 1987, BETWEEN THE FIRST NATIONAL BANK OF BOSTON AND SECURITY PACIFIC CAPITAL LEASING CORPORATION, HAS BEEN ASSIGNED TO AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, UNDER THE TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE, DATED AS OF MARCH 16, 1987, AS SUPPLEMENTED TO THE DATE HEREOF, FOR THE BENEFIT OF THE HOLDERS OF THE NOTES REFERRED TO IN SUCH TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF FACILITY LEASE. THIS AMENDMENT NO. 5 TO FACILITY LEASE HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. ONLY THAT COUNTERPART TO BE DEEMED THE ORIGINAL COUNTERPART FOR CHATTEL PAPER PURPOSES CONTAINS THIS RECEIPT THEREFOR EXECUTED BY THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, ON THE SIGNATURE PAGES THEREOF AND NO SECURITY INTEREST IN THIS AMENDMENT NO. 5 TO FACILITY LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THIS EXECUTED ORIGINAL COUNTERPART. SEE SECTION 22(e) OF THE FACILITY LEASE FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS COUNTERPARTS HEREOF. Receipt of this original counterpart of the foregoing Amendment No. 5 To Facility Lease is hereby acknowledged on this ___ day of October, 1994. THE BANK OF NEW YORK, as Indenture Trustee By__________________________ Name: Title: SCHEDULE 1 TO AMENDMENT NO. 5 TO FACILITY LEASE BASIC RENT PERCENTAGES Security Pacific Capital Leasing $ % ------------ ----------- 11/30/94 4,627,970.50 3.546799583 5/30/95 5,915,015.02 4.533169087 11/30/95 4,816,157.74 3.691023152 5/30/96 5,635,757.89 4.319151069 11/30/96 5,631,973.50 4.316250776 5/30/97 5,915,015.02 4.533169087 11/30/97 5,915,015.02 4.533169087 5/30/98 6,916,942.17 5.301029383 11/30/98 5,504,589.37 4.218625698 5/30/99 7,229,240.57 5.540369680 11/30/99 5,813,367.53 4.455268142 5/30/00 6,703,240.57 5.137252033 11/30/00 6,703,240.57 5.137252033 5/30/01 6,703,240.57 5.137252033 11/30/01 6,703,240.57 5.137252033 5/30/02 6,703,240.57 5.137252033 11/30/02 6,412,363.28 4.914328518 5/30/03 6,703,240.57 5.137252033 11/30/03 6,703,240.57 5.137252033 5/30/04 6,703,240.57 5.137252033 11/30/04 6,703,240.57 5.137252033 5/30/05 6,703,240.57 5.137252033 11/30/05 6,703,240.57 5.137252033 5/30/06 7,229,240.57 5.540369680 11/30/06 6,847,564.63 5.247859591 5/30/07 7,229,240.57 5.540369680 11/30/07 7,229,240.57 5.540369680 5/30/08 7,229,240.57 5.540369680 11/30/08 7,229,240.57 5.540369680 SCHEDULE 1 TO AMENDMENT NO. 5 TO FACILITY LEASE $ % ------------ ----------- 5/30/09 7,229,240.57 5.540369680 11/30/09 7,229,240.57 5.540369680 5/30/10 7,229,240.57 5.540369680 11/30/10 7,229,240.57 5.540369680 5/30/11 7,229,240.57 5.540369680 11/30/11 7,229,240.57 5.540369680 5/30/12 7,229,240.57 5.540369680 11/30/12 7,229,240.57 5.540369680 5/30/13 7,229,240.57 5.540369680 11/30/13 7,229,240.57 5.540369680 5/30/14 7,229,240.57 5.540369680 11/30/14 7,229,240.57 5.540369680 5/30/15 7,229,240.57 5.540369680 11/30/15 7,229,240.57 5.540369680 5/30/16 6,617,443.05 5.071498241 SCHEDULE 2 TO AMENDMENT NO. 5 TO FACILITY LEASE CASUALTY VALUES Security Pacific Capital Leasing % of Facility Cost ------------------- 11/30/94 126.0058660 5/30/95 125.8090207 11/30/95 126.1736994 5/30/86 125.7116811 11/30/96 125.0311767 5/30/97 124.0293219 11/30/97 122.9881237 5/30/98 121.1494134 11/30/98 120.3382365 5/30/99 118.2170912 11/30/99 117.1038268 5/30/00 115.3267939 11/30/00 113.5268780 5/30/01 111.6329580 11/30/01 109.6844902 5/30/02 107.6800328 11/30/02 105.8383906 5/30/03 103.7626834 11/30/03 101.6271853 5/30/04 99.4328790 11/30/04 97.1876596 5/30/05 94.8929230 11/30/05 92.5632116 5/30/06 89.7931635 11/30/06 87.2783256 5/30/07 84.3824296 11/30/07 81.3683218 5/30/08 78.2792288 SCHEDULE 2 TO AMENDMENT NO. 5 TO FACILITY LEASE % of Facility Cost ------------------- 11/30/08 75.1132807 5/30/09 71.8692519 11/30/09 68.5488824 5/30/10 65.1506079 11/30/10 61.6727595 5/30/11 58.1083793 11/30/11 54.4598789 5/30/12 50.7253966 11/30/12 46.9028324 5/30/13 42.9901403 11/30/13 38.9748570 5/30/14 34.9304056 11/30/14 31.0174056 5/30/15 27.2761972 11/30/15 23.6010677 5/30/16 19.9992461 SCHEDULE 3 TO AMENDMENT NO. 5 TO FACILITY LEASE SPECIAL CASUALTY VALUES Security Pacific Capital Leasing % of Facility Cost ------------------- 11/30/94 124.5879352 5/30/95 124.3251912 11/30/95 124.6209086 5/30/96 124.0867241 11/30/96 123.3306995 5/30/97 122.2498145 11/30/97 121.1259133 5/30/98 119.2006564 11/30/98 118.2989106 5/30/99 116.0829871 11/30/99 114.8705397 5/30/00 112.9897143 11/30/00 111.0811820 5/30/01 109.0735978 11/30/01 107.0061831 5/30/02 104.8772508 11/30/02 102.9053487 5/30/03 100.6933277 11/30/03 98.4151806 5/30/04 96.0715956 11/30/04 93.6701597 5/30/05 91.2119466 11/30/05 88.7111609 5/30/06 85.7620879 11/30/06 83.0599049 5/30/07 79.9679568 11/30/07 76.7486854 5/30/08 73.4448937 11/30/08 70.0542687 5/30/09 66.5751212 11/30/09 63.0087057 5/30/10 59.3529502 11/30/10 55.6056544 5/30/11 51.7593041 11/30/11 47.8157290 SCHEDULE 3 TO AMENDMENT NO. 5 TO FACILITY LEASE % of Facility Cost ------------------- 5/30/12 43.7724583 11/30/12 39.6267547 5/30/13 35.3759052 11/30/13 31.0067486 5/30/14 26.5919775 11/30/14 22.2914472 5/30/15 18.1446978 11/30/15 14.0451798 5/30/16 9.9992461 SCHEDULE 4 TO AMENDMENT NO. 5 TO FACILITY LEASE MODIFIED SPECIAL CASUALTY VALUES Security Pacific Capital Leasing % of Facility Cost $ ------------------ -------------- 11/30/94 44.839493957 58,507,916.90 5/30/95 45.566864128 59,457,011.32 11/30/95 45.032971560 58,760,372.28 5/30/96 45.141039844 58,901,383.02 11/30/96 44.967361879 58,674,762.80 5/30/97 44.941815133 58,641,428.64 11/30/97 44.917481871 58,609,677.87 5/30/98 44.906773434 58,595,705.18 11/30/98 44.528589341 58,102,239.23 5/30/99 44.559945732 58,143,153.99 11/30/99 43.637163155 56,939,079.60 5/30/00 43.630152886 56,929,932.39 11/30/00 43.196490830 56,364,077.13 5/30/01 41.995682173 54,797,225.97 11/30/01 41.174001893 53,725,072.89 5/30/02 40.320431596 52,611,308.76 11/30/02 39.429539588 51,448,846.14 5/30/03 39.185756781 51,130,751.02 11/30/03 38.278254577 49,946,614.92 5/30/04 37.337037760 48,718,486.98 11/30/04 36.515828959 47,646,949.10 5/30/05 35.678535717 46,554,423.76 11/30/05 34.836629699 45,455,879.53 5/30/06 33.847228934 44,164,879.73 11/30/06 32.876173402 42,897,817.34 5/30/07 31.319844976 40,867,073.32 11/30/07 29.118875961 37,995,182.92 5/30/08 27.533822590 35,926,957.73 SCHEDULE 4 TO AMENDMENT NO. 5 TO FACILITY LEASE % of Facility Cost $ ------------------ -------------- 11/30/08 25.905641417 33,802,458.09 5/30/09 24.233780860 31,620,964.28 11/30/09 22.521414292 29,386,617.01 5/30/10 20.766763111 27,097,095.51 11/30/10 18.968698214 24,750,926.49 5/30/11 17.530960976 22,874,923.81 11/30/11 15.720120115 20,512,084.33 5/30/12 13.876797644 18,106,861.87 11/30/12 12.006431497 15,666,352.01 5/30/13 10.108847996 13,190,328.13 11/30/13 8.955436264 11,685,321.90 5/30/14 9.069233073 11,833,807.39 11/30/14 9.502803177 12,399,542.67 5/30/15 10.304500632 13,445,621.56 11/30/15 10.029661580 13,087,003.32 5/30/16 5.070744327 6,616,459.32 ============================================================= AMENDMENT NO. 2 dated as of January 12, 1993 to TAX INDEMNIFICATION AGREEMENT dated as of March 16, 1987 between SECURITY PACIFIC CAPITAL LEASING CORPORATION and OHIO EDISON COMPANY ============================================================= Sale and leaseback of an Undivided Interest in Perry Nuclear Power Plant Unit l ============================================================= AMENDMENT NO. 2, dated as of January 12, 1993, to TAX INDEMNIFICATION AGREEMENT, dated as of March 16, 1987, as amended by Amendment No. 1 thereto, dated as of November 1, 1991, between SECURITY PACIFIC CAPITAL LEASING CORPORATION, a Delaware corporation (the "Owner Participant"), and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the meaning set forth in an Appendix A to the Participation Agreement, dated as of March 16, 1987, among the Owner Participant, the Original Loan Participants listed on Schedule 1 thereto, PNPP Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of November 1, 1991, among the Owner Participant, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January 1, 1993, among the Owner Participant, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "1993 Refinancing Agreement"). WHEREAS, the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant desire to refinance the Fixed Rate Notes and the Collateral Lease Bonds and have entered into the 1993 Refinancing Agreement; and WHEREAS, the Owner Participant and the Lessee have heretofore executed the Tax Indemnification Agreement, dated as of March 16, 1987, as amended by Amendment No. 1 thereto, dated as of November 1, 1991 (the "Tax Indemnification Agreement"), and desire to amend the Tax Indemnification Agreement as hereinafter provided to clarify their respective rights and obligations arising from the transactions contemplated by the 1993 Refinancing Agreement; NOW, THEREFORE, THIS AGREEMENT WITNESSETH: The Tax Indemnification Agreement is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. The preamble thereof is amended by replacing the second sentence thereof in its entirety by the following two sentences: "Capitalized terms not otherwise defined herein shall have the meaning set forth in an Appendix A to the Participation Agreement, dated as of March 16, 1987, among the Owner Participant, the Original Loan Participants listed on Schedule 1 thereto, PNPP Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of November l, 1991, among the Owner Participant, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January 1, 1993, among the Owner Participant, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "1993 Refinancing Agreement"). The term "Refinancing Documents" shall mean those documents, instruments, and agreements delivered in connection with any refinancing of the Notes, including, without limitation, the Refinancing Agreement and the 1993 Refinancing Agreement." 2. Section 1(a)(11) thereof is amended by restating such section in its entirety to read as follows: "(11) Except as provided in Section 5 of the Refinancing Agreement and Section 5 of the 1993 Refinancing Agreement, Basic Rent will be paid on May 30, 1987 and the Basic Rent Payment Dates." 3. Section (1)(a)(12) thereof is amended by restating such section in its entirety to read as follows: "(12) Except as provided in Section 5 of the Refinancing Agreement and Section 5 of the 1993 Refinancing Agreement, Basic Rent will be payable in arrears in semi-annual installments during the Basic Lease Term and the Renewal Term as set forth in the Facility Lease." 4. Section 1(a)(19) thereof is amended by restating such section in its entirety to read as follows: "(19) The Owner Participant will be allowed a deduction for (i) the premium paid with respect to the Purchased Notes and the Purchased Bonds and (ii) the excess of the Redemption Price of the Fixed Rate Notes defeased in 1993 (exclusive of the portion of such Redemption Price representing interest accrued and unpaid on the Fixed Rate Notes from November 30, 1992 up to, but not including, the Refunding Date) over the principal amount thereof in each case in the taxable year of the Owner Participant in which such premium is paid (the "Retirement Premium Deduction"); and the Owner Participant will be entitled to take the Retirement Premium Deduction into account in computing the consolidated income tax liability under Federal Income Tax Law (and the combined income tax liability under the State Tax Law) of the Group." 5. Section 1(a)(20) thereof is amended by restating such section in its entirety to read as follows: "(20) The Owner Participant will be allowed current deductions for amortization of an amount equal to the Refinancing Transaction Expenses to the extent payable by the Owner Trustee pursuant to Section 15 of the Refinancing Agreement or Section 16(a) of the 1993 Refinancing Agreement, as the case may be, computed on a straight-line basis from the Purchase Date or the Refunding Date, as the case may be, to the end of the Basic Lease Term (the "Refinancing Amortization Deductions"); and the Owner Participant will be entitled to take the Refinancing Amortization Deductions into account in computing the consolidated income tax liability under Federal Income Tax Law (and the combined income tax liability under the State Tax Law) of the Group." This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the Owner Participant and the Lessee have caused this Amendment No. 2 to Tax Indemnification Agreement to be duly executed by their respective officers thereunto duly authorized as of the date set forth below. OHIO EDISON COMPANY By \s\T.F. Struck II, Asst. Treasurer ---------------------------------- Dated: January 12, 1993 SECURITY PACIFIC CAPITAL LEASING CORPORATION By: \s\ Gail D. Smedal ---------------------------------- Dated: January 12, 1993 =========================================================== AMENDMENT NO. 3 dated as of October 12, 1994 to TAX INDEMNIFICATION AGREEMENT dated as of March 16, 1987 between SECURITY PACIFIC CAPITAL LEASING CORPORATION as Owner Participant, and OHIO EDISON COMPANY, as Lessee =========================================================== Sales and Leaseback of an Undivided Interest in Perry Nuclear Power Plant Unit 1 =========================================================== AMENDMENT NO. 3, dated as of October 12, 1994 ("Amendment No. 3"), to the TAX INDEMNIFICATION AGREEMENT, dated as of March 16, 1987, between SECURITY PACIFIC CAPITAL LEASING CORPORATION, a Delaware corporation (the "Owner Participant") and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee") as amended by Amendment No. 1 thereto dated as of November 1, 1991 and as amended by Amendment No. 2 thereto dated January 12, 1993 (the "Tax Indemnification Agreement"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Appendix A to the Participation Agreement, dated as of March 16, 1987, among the Owner Participant, the Original Loan Participants listed on Schedule 1 thereto, PNPP Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of November 1, 1991, among Owner Participant, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January 1, 1993, among the Owner Participant, PNPP Funding Corporation, PNPP II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "1993 Refinancing Agreement). W I T N E S S E T H: ------------------- WHEREAS, the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and the Schedules of Casualty Values, Specialty Casualty Values and Modified Special Casualty Values in the event of a Tax Rate Change which results in the marginal federal income tax rate applicable to corporations ("Tax Rate") differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; WHEREAS, section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, the Lessor and Lessee have entered into Lease Amendment No. 5 amending Schedules 1 through 4 of the Facility Lease to reflect the increase in the Tax Rate. WHEREAS, the Owner Participant and the Lessee have heretofore executed the Tax Indemnification Agreement providing for indemnification by the Lessee against the loss of certain tax benefits; WHEREAS, Section 7 of the Tax Indemnification Agreement requires an adjustment to the Tax Assumptions to reflect adjustments to Basic Rent pursuant to Section 3(d) of the Facility Lease; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The Tax Indemnification Agreement is hereby amended as follows: (i) by replacing the words "Transaction Documents or the Financing Documents or the Refinancing Documents" or the words "Transaction Documents or Financing Documents or the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents or the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement, except in Section 1(a)(13) thereof; (ii) by replacing the words "Transaction Documents and the Refinancing Documents" with the words "Transaction Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iii) by replacing the words "Transaction Documents and the Financing Documents and the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iv) by replacing the words "any Transaction Document or any Financing Document or any Refinancing Document" with the words "any Transaction Document or any Financing Document or any Refinancing Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement; (v) by replacing the words "any of the Transaction Documents or any of the Refinancing Documents" with the words "any of the Transaction Documents or any of the Refinancing Documents or any of the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; and (vi) by replacing the words "Transaction Documents, the Financing Documents, the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents, the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement. 2. Section 1(a)(8) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: The Owner Participant will be allowed current deductions for amortization of the following amounts (the "Amortization Deductions"): (i) an amount equal to Transaction Expenses to the extent payable by the Owner Participant pursuant to Section 14 of the Participation Agreement computed on a straight-line basis over the Basic Lease Term and (ii) an amount equal to the Tax Rate Change Transaction Expenses payable on behalf of the Owner Trustee pursuant to Section 5(a) of Amendment No. 7 to the Participation Agreement dated the date hereof, computed on a straight-line basis over the period commencing on the Tax Rate Adjustment Date and ending on the last day of the Basic Lease Term; and the Owner Participant will be entitled to take the Amortization Deductions into account in computing the consolidated income tax liability under Federal Income Tax Law (and the combined income tax liability under the State Tax Law) of the Group. 3. Section 1(a)(13) of the Tax Indemnification Agreement is hereby amended by (i) replacing the words "the Transaction Documents or the Financing Documents or the Refinancing Documents" with the words "the documents dated the Tax Rate Adjustment Date delivered in connection with the tax rate adjustment (the "Tax Rate Adjustment Transaction Documents"), the Transaction Documents, the Financing Documents or the Refinancing Documents", (ii) deleting the word "and" immediately before clause (g) and replacing it with "," and (iii) adding the following after clause (g), and before the period: "and (h) Supplemental Rent in the amount of the Tax Rate Change Transaction Expenses payable under Section 5(a) of Amendment No. 7 to the Participation Agreement dated the date hereof". 4. Effective on and as of January 1, 1993, Section 1(a)(14) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: "Without giving effect to any credits against tax, the Owner Participant's marginal rate under Federal Income Tax Law is (i) 39.950685% for its taxable year ending December 31, 1987, (ii) 34% for each taxable year thereafter through December 31, 1992, and (iii) 35% for its taxable year ended December 31, 1993 and each taxable year thereafter; without giving effect to any credits against tax, the Owner Participant's combined effective rate under the State Tax Law is 8.185%; and such marginal and effective rates will be applicable to each item of income and deduction contemplated by this section 1(a)." 5. Sections 1(b)(9) and 2(b)(1) of the Tax Indemnification Agreement are amended by replacing "Sections 1(a)(13)(a)-(g)" with "Sections 1(a)(13)(a)-(h)" in each place it appears. 6. Section 2(b)(1) of the Tax Indemnification Agreement is amended by adding immediately after the words "of the Lessee", as they appear in subsection (xiv) of said Section 2(b)(1), the following: ", or (xv) any adjustment to Basic Rent or any schedule pursuant to Section 3(d) of the Facility Lease" 7. Except as amended hereby, the Tax Indemnification Agreement shall survive and continue in full force and effect. 8. This Amendment No. 3 may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Amendment No. 3, including a signature page executed by each of the parties hereto shall be an original of this Amendment No. 3, but all of such counterparts together shall constitute one instrument. 9. This Amendment No. 3 shall in all respects be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Owner Participant and the Lessee have caused this Amendment No. 3 to the Tax Indemnification Agreement to be duly executed as of the date set forth above by their respective officers thereunto duly authorized. OHIO EDISON COMPANY By: \s\ R.H. Marsh ------------------- Name: R.H. Marsh Title: Treasurer SECURITY PACIFIC CAPITAL LEASING CORPORATION By: \s\ Raleigh W. Klein ----------------------- Name: Raleigh W. Klein Title: Vice-President CONFORMED COPY RECEIVABLES FINANCING AGREEMENT Dated as of November 28, 1989 As Amended and Restated as of April 23, 1993 OES CAPITAL, INCORPORATED, an Ohio corporation (the "Company"), CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation ("CAFCO"), and CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent (the "Agent") for the Lenders (as defined in Exhibit I), agree as follows: PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits to "the Agreement" refer to this Agreement. The Company has and will acquire Receivables in which it is prepared to transfer a security interest in exchange for financing provided by CAFCO. CAFCO is prepared to provide such financing on the terms set forth herein. The Company, CAFCO and the Agent are parties to that certain Receivables Financing Agreement, dated as of November 28, 1989, as amended as of March 31, 1991, and as amended and restated as of June 1, 1992 (the "Original Agreement"). The parties now desire to amend and restate the Original Agreement in accordance with the terms and conditions set forth below. NOW, THEREFORE, the parties agree to amend and restate the Original Agreement in its entirety to read as follows: ARTICLE I. AMOUNTS AND TERMS OF THE FINANCING ---------------------------------- SECTION 1.01. Financing Facility. (a) On the ------------------ terms and conditions hereinafter set forth, CAFCO may, in its sole discretion, make advances ("Advances") from time to time during the period from the date hereof to the Payment Date. Under no circumstances shall CAFCO make Advances if after giving effect thereto the aggregate outstanding Principal of Advances, together with the aggregate outstanding "Principal" of "Advances" under the Parallel Purchase Commitment, would exceed the Finance Limit. (b) The Company may at any time after April 23, 1994, upon at least five Business Days' notice to the Agent, terminate in whole or reduce in part the unused portion of the Finance Limit; provided that each partial reduction shall -------- be in the amount of at least $1,000,000 or an integral multiple thereof. SECTION 1.02. Making Advances. Each Advance shall --------------- be made on notice from the Company to the Agent, given not later than 11:00 A.M. (New York City time) on the third Business Day before the date of such Advance if the Company requests as the CAFCO Rate the CP Rate in connection with such Advance and not later than 11:00 A.M. (New York City time) on the fifth Business Day before the date of such Advance if the Company requests as the CAFCO Rate either the MTN Fixed Rate or the MTN Floating Rate in connection with such Advance. Each such notice of a proposed Advance (i) if the Company requests as the CAFCO Rate the CP Rate in connection with such Advance, shall be by telephone, telecopier, telex or cable, specifying the requested (A) amount of such Advance being requested (such amount, which shall not be less than $1,000,000, being referred to herein as the initial "Principal" of such Advance) and (B) Business Day of such Advance and duration of the initial Fixed Period for such Advance and (ii) if the Company requests as the CAFCO Rate either the MTN Fixed Rate or the MTN Floating Rate in connection with such Advance, shall be by telephone (confirmed immediately in writing) or by telecopier, telegraph, telex or cable, confirmed immediately in writing, in substantially the form of a Notice of Advance and/or CAFCO Rate referred to in Section 1.03, specifying therein the requested (A) amount of the initial Principal of such Advance (which shall not be less than $5,000,000), (B) Business Day of such Advance and duration of the initial Fixed Period for such Advance and (C) the other information to establish such CAFCO Rate as required by Section 1.03. CAFCO shall promptly notify the Agent whether it has determined to make such Advance. The Agent shall promptly thereafter (but in any event on the same day) notify the Company whether CAFCO has determined to make such Advance and whether the conditions for the requested CAFCO Rate set forth in Section 1.03 have been satisfied. On the date of each Advance, CAFCO shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the Agent the amount of the initial Principal of its Advance by deposit of such amount in same day funds to the Agent's Account, and, after receipt by the Agent of such funds, the Agent will cause such funds to be made immediately available to the Company at Citibank's office at 399 Park Avenue, New York, New York. CAFCO shall on the date of each Advance notify the Agent of the CAFCO Rate for such Fixed Period. SECTION 1.03. Determination of CAFCO Rate and Fixed ------------------------------------- Periods Therefor. (a) The Company shall request the CAFCO - ---------------- Rate for each Fixed Period for each Advance by notice from the Company to the Agent (i) in the case of the initial Fixed Period for such Advance, in the notice of the proposed Advance given by the Company pursuant to Section 1.02 and (ii) in the case of each subsequent Fixed Period for such Advance, given not later than 11:00 A.M. (New York City time) on the first day of such Fixed Period if the Company requests as such CAFCO Rate the CP Rate and not later than 11:00 A.M. (New York City time) on the fifth Business Day before the first day of such Fixed Period if the Company requests as such CAFCO Rate either the MTN Fixed Rate or the MTN Floating Rate. Each such notice (i) if the Company requests as the CAFCO Rate the CP Rate, shall be by telephone, telecopier, telex or cable, specifying in accordance with the other provisions of this Section 1.03 the requested Fixed Period and CAFCO Rate therefor and (ii) if the Company requests as the CAFCO Rate either the MTN Fixed Rate or the MTN Floating Rate, shall be by telephone (confirmed immediately in writing) or by telecopier, telegraph, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit VI hereto (a "Notice of Advance and/or CAFCO ------------------------------ Rate"), specifying therein, in accordance with the other - ---- provisions of this Section 1.03, the requested Fixed Period and CAFCO Rate therefor (including, in the case of a requested MTN Floating Rate, the requested "Spread" or "Spread Multiplier", "Interest Rate Base", "Index Maturity", and "Interest Reset Dates", specified in such Notice of Advance and/or CAFCO Rate). (b) If the Company shall request as the CAFCO Rate for any Fixed Period the CP Rate for such Fixed Period in accordance with subsection (a) above and if the Agent shall approve such request, (i) such CAFCO Rate shall be the CP Rate for such Fixed Period and (ii) such Fixed Period shall be such number of days, not exceeding 270 days, as the Company shall request, and the Agent shall so approve; provided that if the Agent shall not have received a notice - -------- requesting such CAFCO Rate, or the Agent shall not have approved such Fixed Period, before 11:00 A.M. (New York City time) on the first day of such Fixed Period and no other Fixed Period or CAFCO Rate shall be otherwise applicable pursuant to the provisions of this Agreement, such Fixed Period shall be one day and the CAFCO Rate for such Fixed Period shall be the CP Rate. (c) If the Company shall request as the CAFCO Rate for any Fixed Period the MTN Fixed Rate or the MTN Floating Rate for such Fixed Period in accordance with subsection (a) above and if the Agent shall approve such request and if (in the event that clause (ii) of the definition of "Breakage Increment" contained in Exhibit I applies) the Company and the Agent shall have agreed in writing to the computation of the Breakage Increment for such Fixed Period, (i) such CAFCO Rate shall be the MTN Fixed Rate or the MTN Floating Rate (with, in the case of the MTN Floating Rate, the "Spread" or "Spread Multiplier", "Interest Rate Base", "Index Maturity", and "Interest Reset Dates", specified in such Notice of Advance and/or CAFCO Rate), as so requested, for such Fixed Period and (ii) such Fixed Period shall be such duration, exceeding 270 days but not exceeding three years, as the Company shall request, and the Agent shall approve, in the Notice of Advance and/or CAFCO Rate related thereto; provided -------- that if either (A) the Agent shall not have received such Notice of Advance and/or CAFCO Rate, or the Agent shall not have approved such CAFCO Rate or such Fixed Period, before 11:00 A.M. (New York City time) on the fifth Business Day before the first day of such Fixed Period or (B) on or before the first day of such Fixed Period any Person who has agreed to purchase the Medium Term Notes with reference to which such MTN Fixed Rate or MTN Floating Rate is to be determined hereunder refuses to purchase and pay for such Medium Term Notes, then such Fixed Period shall be one day and the CAFCO Rate for such Fixed Period shall be the CP Rate. (d) Anything herein to the contrary notwithstanding, if the provisions of the definition of "CAFCO Rate" contained in Exhibit I shall specify that the CAFCO Rate for any Fixed Period shall be the Assignee Rate (or such other rate as the Agent and the Company may agree to in writing), the CAFCO Rate for such Fixed Period shall be the Assignee Rate (or such other rate) for such Fixed Period. SECTION 1.04. Repayment and Collateral. (a) All ------------------------ Advances shall be due and payable on the Payment Date unless paid sooner pursuant to Section 1.04(c) or 1.05 and shall bear Interest on the unpaid Principal thereof, payable with respect to each Advance on the last day of each Settlement Period relating thereto. (b) In order to secure the payment and performance of all of the Company's obligations hereunder, and the payment or repayment of Principal, Interest, the Collection Agent Fee, the Breakage Fee and all other fees, costs and expenses under this Agreement the Company hereby grants to the Agent a continuing security interest in (i) all Pool Receivables now in existence or hereafter created or arising, (ii) all proceeds thereof, including Collections, and all rights, if any, to any relevant insurance payments due on account thereof, and (iii) all Related Security. (c) The Company may, upon at least two Business Days' notice to the Agent, stating the proposed date (which shall be the last day of a Fixed Period for the Advance(s) being prepaid) and aggregate amount of the prepayment, and if such notice is given the Company shall, prepay in whole or in part the outstanding Principal of any Advance(s), together with accrued Interest to the date of such prepayment on the amount of Principal prepaid; provided that (x) each partial -------- prepayment shall be in an aggregate amount for each such Advance not less than $1,000,000 and (y) the Company shall have no right to prepay any Principal except as above provided. SECTION 1.05. Collateral Procedures. (a) Collection --------------------- of the Pool Receivables shall be administered by the Collection Agents, in accordance with the terms of this Agreement and the Collection Agent Agreement. The Company shall provide, or cause to be provided, to the Collection Agents on a timely basis all information needed for such administration. (b) Each Collection Agent shall, on each day on which Collections of Pool Receivables are received by it: (i) separately account for and hold as collateral for the Lenders, out of such Collections, an amount equal to the Interest and Collection Agent Fee accrued up to such day and not previously set aside; (ii) if such day is neither an Amortization Day nor a Provisional Amortization Day, release the remainder of such Collections to the Company; and (iii) if such day is an Amortization Day or a Provisional Amortization Day, set aside and hold as collateral the remainder of such Collections; provided -------- that amounts set aside and held as collateral on any Provisional Amortization Day that is subsequently determined not to be an Amortization Day thereupon shall be released in accordance with the preceding paragraph (ii). (c) The Collection Agents shall deposit into the Agent's Account on the last day of each Settlement Period Collections held as collateral for the Lenders, to be distributed in accordance with subsection (d) below. (d) Upon receipt of funds deposited into the Agent's Account, the Agent shall distribute them as follows: (i) if such distribution occurs on a day that is not an Amortization Day or a Provisional Amortization Day, first to the Lenders in payment in full of all accrued Interest and then to the Collection Agents in payment in full of all accrued Collection Agent Fees. (ii) if such distribution occurs on an Amortization Day or a Provisional Amortization Day, first to the Lenders in payment in full of all accrued Interest (including, without limitation, the Breakage Fee for such Advance then payable pursuant to Section 1.11), second to the Lenders in payment in full of all Principal, third to the Lenders or to the Agent in payment of any other amounts owed by the Company hereunder, and fourth to the Collection Agents in payment in full of all accrued Collection Agent Fees. (e) If, on the last day of any Settlement Period, there are not sufficient funds in the Agent's Account to pay the full amount of Principal, Interest, Breakage Fees and other amounts due on such day, the Company shall pay such insufficiency out of its general funds. (f) Except as otherwise specified in this Agreement, after the Principal, Interest, Breakage Fees and Collection Agent Fees with respect to all Advances, and any other amounts payable by the Company to the Lenders or the Agent hereunder, have been paid in full, all additional Collections shall be released to the Company. (g) For the purposes of this Agreement, if and to the extent the Agent or the Lenders shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been released to the Company. SECTION 1.06. Fees. The Company shall pay fees to ---- the Agent for its own account or for the account of CAFCO pursuant to a separate letter agreement dated as of April 23, 1993. SECTION 1.07. Payments and Computations, Etc. (a) ------------------------------- All amounts to be paid or deposited by the Company or a Collection Agent hereunder or under a Collection Agent Agreement shall be paid or deposited no later than 11:00 A.M. (New York City time) on the day when due to the Agent's Account. Amounts paid or deposited hereunder from collected funds shall be paid or deposited in same day funds. (b) The Company shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Company when due hereunder, at an interest rate per annum equal to 2% per annum above the Alternate Base Rate, payable on demand. (c) Except as otherwise specified in this Agreement, all computations of interest, fees, and other amounts hereunder shall be made on the basis of a year of 360 days (except that (i) computations of Interest at the Alternate Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, (ii) computations of Interest at the MTN Fixed Rate shall be made on the basis of a 360-day year consisting of twelve 30-day months and (iii) computations of Interest at the MTN Floating Rate shall be made on the basis for the computation of interest applicable to the Medium Term Notes with reference to which such MTN Floating Rate is determined hereunder). Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. SECTION 1.08. Dividing or Combining Advances. The ------------------------------ Company may, on notice to and consent by the Agent received at least three Business Days prior to the last day of any Fixed Period, either (i) divide any Advance into two or more Advances having aggregate Principal equal to the Principal of such divided Advance, or (ii) combine any two or more Advances made on such last day or having Fixed Periods ending on such last day into a single Advance having Principal equal to the aggregate Principal of such Advances. SECTION 1.09. Increased Costs. (a) If CNAI, the --------------- Lenders, any entity which enters into a commitment to fund Advances or acquire interests therein, or any of their respective Affiliates (each an "Affected Person") determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to fund the making or maintenance of Advances or interests therein related to this Agreement or to the funding thereof and other commitments of the same type relating to this Agreement, then, upon demand by such Affected Person (with a copy to the Agent), the Company shall immediately pay to the Agent, for the account of such Affected Person (as a third-party beneficiary), from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments; provided that with respect to Affected -------- Persons other than Citibank, N.A., CNAI, CAFCO or any of their respective Affiliates, coverage will be provided only for increases in capital resulting from changes in laws, regulations or guidelines from and after April 23, 1993, and provided further, that to the extent an Affected Person has - ---------------- received a payment under Section 1.08 (a) of the Parallel Financing Commitment relating to a particular period of time, such payment shall be credited against the amount that such Affected Person would otherwise be entitled to receive under this Section 1.09(a) for the same period of time. A certificate as to such amounts submitted to the Company and the Agent by such Affected Person, setting forth in reasonable detail the basis therefor, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements referred to in Section 1.10) in or in the interpretation of any law or regulation or (ii) compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to a Lender of agreeing to fund or funding, or maintaining Advances in respect of which Interest is computed by reference to the Eurodollar Rate, then, upon demand by such Lender (with a copy to the Agent), the Company shall immediately pay to the Agent, for the account of such Lender (as a third-party beneficiary), from time to time as specified, additional amounts sufficient to compensate such Lender for such increased costs, provided that to the extent -------- a Lender has received a payment under Section 1.08(b) of the Parallel Financing Commitment relating to a particular period of time, such payment shall be credited against the amount that such Lender would otherwise be entitled to receive under this Section 1.09(b) for the same period of time. A certificate as to such amounts submitted to the Company and the Agent by such Lender, setting forth in reasonable detail the basis therefor, shall be conclusive and binding for all purposes, absent manifest error. SECTION 1.10. Additional Interest on Advances ------------------------------- Bearing a Eurodollar Rate. The Company shall pay to a - ------------------------- Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional Interest on the unpaid Principal of each Advance of such Lender during each Fixed Period in respect of which Interest is computed by reference to the Eurodollar Rate, for such Fixed Period, at a rate per annum equal at all times during such Fixed Period to the remainder obtained by subtracting (i) the Eurodollar Rate for such Fixed Period from (ii) the rate obtained by dividing such Eurodollar Rate referred to in clause (i) above by that percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Fixed Period, payable on each date on which Interest is payable on such Advance. Such additional Interest shall be determined by such Lender and notified to the Company through the Agent within 30 days after any Interest payment is made with respect to which such additional Interest is requested. A certificate as to such additional Interest submitted to the Company and the Agent by such Lender, setting forth in reasonable detail the basis therefor, shall be conclusive and binding for all purposes, absent manifest error. SECTION 1.11. Breakage Fee and Indemnity. If any -------------------------- Payment Date for any Advance shall occur prior to the end of any Fixed Period (computed, for purposes of this Section 1.11, without regard to clause (iv) of the definition of "Fixed Period" contained in Exhibit I) for such Advance and the CAFCO Rate for such Fixed Period for such Advance shall be the MTN Fixed Rate or the MTN Floating Rate for such Fixed Period, the Company hereby agrees as follows: (a) The Company shall, if "F" (as defined below) shall be greater than "R" (as defined below), pay to the Owner a fee (the "Breakage Fee" for such Advance) to be ------------ computed cumulatively as of each Fee Determination Date for such Advance as follows: [P x (F-R)] x [1 - (1 + R/f)-n] --- ------------- [ f ] [ R/f ] where: P = the amount by which Principal of such Advance is reduced on such Fee Determination Date; F = if the CAFCO Rate for such Fixed Period shall be the MTN Fixed Rate, the MTN Fixed Rate for such Advance for such Fixed Period; and if the CAFCO Rate for such Fixed Period shall be the MTN Floating Rate, the MTN Floating Rate for such Advance in effect on such Fee Determination Date for such Advance; R = the highest rate of interest (which will be a fixed interest rate if the MTN Fixed Rate shall apply for such Fixed Period, and which will be a floating interest rate, based on the same "Interest Rate Base" (as identified in the related Notice of Advanced and/or CAFCO Rate) as in effect on such Fee Determination Date, if the MTN Floating Rate shall apply for such Fixed Period) at which the Agent on behalf of the Lender shall be permitted under the Lender's credit and investment policy to reinvest on such Fee Determination Date the amount of "P" above; provided that "R" shall not be -------- less than the yield to maturity of U.S. Treasury notes trading closest to par value and maturing within three months of the last day of such Interest Period; f = the frequency per year (maximum amount of times per year) that Interest for such Advance for such Fixed Period shall be payable; and n = the number of originally scheduled Settlement Periods (in whole or in part) remaining in such Fixed Period from such Fee Determination Date to the last day of such Fixed Period. The portion of the Breakage Fee for such Advance computed as of each Fee Determination Date for such Advance shall be payable by the Company within three Business Days after such Fee Determination Date. (b) The Company shall, in addition to paying the Breakage Fee for such Advance for such Fixed Period, indemnify and hold harmless the Lender for all losses, costs, liabilities and expenses which such Lender may incur solely as a result of the occurrence of such Payment Date and for which such Lender is not compensated by the payment of such Breakage Fee. ARTICLE II. REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF DEFAULT ----------------------------------------- SECTION 2.01. Representations and Warranties; ------------------------------- Covenants. The Company hereby makes the representations and - --------- warranties, and hereby agrees to perform and observe the covenants, set forth in Exhibits III and IV, respectively, hereto. SECTION 2.02. Events of Default. If any of the ----------------- Events of Default set forth in Exhibit V hereto shall occur and be continuing, the Agent shall, at the request, or may with the consent of any Lender, by notice to the Company, declare the Payment Date to have occurred, whereupon the Payment Date shall forthwith occur, and, without limiting the foregoing, all Principal, Interest, fees and all other amounts payable hereunder shall be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company, and in addition or separately, may designate another Person to succeed Ohio Edison or Penn Power as Collection Agent; provided that, if the Event of Default relates solely -------- to Ohio Edison or Ohio Edison Receivables, only Ohio Edison may be replaced as Collection Agent, and if the Event of Default relates solely to Penn Power or Penn Power Receivables, only Penn Power may be replaced as a Collection Agent; provided further that, automatically upon the ---------------- occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (i) of Exhibit V, the Payment Date shall occur, Ohio Edison and Penn Power shall cease to be the Collection Agents, and CNAI or one of its Affiliates shall become the sole Collection Agent. Upon any such declaration or designation or upon any such automatic termination, the Lenders and the Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided under applicable law, including all rights and remedies under the UCC of a secured party after default. ARTICLE III. INDEMNIFICATION --------------- SECTION 3.01. Indemnities by the Company. Without -------------------------- limiting any other rights that the Agent or the Lenders or any Affiliate thereof (each, an "Indemnified Party") may have hereunder or under applicable law, the Company hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities to Third Parties (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") in each case arising out of or resulting from this Agreement or the use of proceeds of Advances or in respect of any Receivable or any Contract, excluding, however, (x) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (y) any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the making of Advances or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Company shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure by the Company, Ohio Edison or Penn Power to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation; (ii) any claim resulting from the sale of the electricity related to any Pool Receivable or the furnishing or failure to furnish such electricity; (iii) any products liability claim arising out of or in connection with (a) the electricity which is provided under any Contract or (b) any goods related to a DSM Loan; (iv) reliance on any representation or warranty made by the Company (or any of its officers) under or in connection with this Agreement or the Original Agreement which shall have been incorrect in any material respect when made; (v) the failure to create in favor of the Agent a valid and perfected prior security interest in Receivables in or purporting to be in the Receivables Pool, free and clear of Adverse Claims; (vi) any shortfall in Collections resulting from the failure or inability of Ohio Edison to turn over or assign to the Company any security deposit which it holds with respect to an Obligor of a Pool Receivable; (vii) any Adverse Claim affecting the Pool Receivables arising from the First Mortgage Indenture or the filing or existence of financing statements with respect to the First Mortgage Indenture; (viii) any regulatory mandate requiring (a) the extension, amendment or other modification of the terms of any Pool Receivable, (b) the amendment, modification or waiver of any term or condition of any Contract related thereto or (c) a change in the character of the Company's business or in the Credit and Collection Policy which, in either case set forth in this clause (c), materially adversely affects the collectibility of the Pool Receivables or the ability of the Company to perform its obligations under this Agreement or the Collection Agent Agreements; or (ix) any failure of the Company to use (a) all the proceeds of the Advances to purchase Receivables in accordance with the Ohio Edison Receivables Purchase Agreement and/or, subject to compliance with paragraph 3 of Exhibit II, the Penn Power Receivables Purchase Agreement and (b) to the extent required to maintain the Borrowing Base at a level that is not less than 110% of the sum of the aggregate outstanding Principal of all Advances and the aggregate outstanding "Principal" of all "Advances" under the Parallel Purchase Commitment, all Collections released to it pursuant to Section 1.05(b) to pay Advances and/or purchase Receivables in accordance with the Ohio Edison Receivables Purchase Agreement and/or, subject to compliance with paragraph 3 of Exhibit II, the Penn Power Receivables Purchase Agreement. ARTICLE IV. MISCELLANEOUS ------------- SECTION 4.01. Amendments, Etc. No amendment or ---------------- waiver of any provision of this Agreement or consent to any departure therefrom shall be effective unless in a writing signed by the Agent, as agent for the Lenders, and by the Company, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Lenders or the Agent or the Company to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. SECTION 4.02. Notices, Etc. All notices and other ------------- communications hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and faxed or delivered, to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile shall be effective when faxed against receipt of answerback. SECTION 4.03. Assignability; Termination. (a) The -------------------------- Advances, this Agreement and a Lender's rights therein shall be assignable by a Lender and its successors and assigns only to an Eligible Assignee and any such Eligible Assignee may assign such Advances, this Agreement and such rights to any other Eligible Assignee. The Company may not assign its rights hereunder or any interest herein without the prior written consent of the Agent. (b) Each assignor shall notify the Agent and the Company of any such assignment and may, in connection with the assignment or participation, disclose to the assignee or participant any information relating to the Company furnished to such assignor by or on behalf of the Company or by the Agent; provided that, prior to any such disclosure, the -------- assignee or participant agrees to preserve the confidentiality of any confidential information relating to the Company received by it from any of the foregoing entities. (c) The provisions of Sections 1.09, 1.10, 3.01, 4.04, 4.05 and 4.06 shall survive any termination of this Agreement. SECTION 4.04. Costs, Expenses and Taxes. (a) In ------------------------- addition to the rights of indemnification granted under Section 3.01 hereof, the Company agrees to pay on demand all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic audits other than routine annual audits) of this Agreement and the other documents and agreements to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and remedies under this Agreement, and all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), of the Agent, CNAI, the Lenders and their respective Affiliates, in connection with the enforcement of this Agreement and the other documents and agreements to be delivered hereunder. (b) In addition, the Company shall pay on demand any and all commissions of placement agents and dealers in respect of Commercial Paper Notes, or Medium Term Notes, or both, issued to fund the making or maintenance of the Advances and any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in its paying or omitting to pay such taxes and fees. (c) The Company shall also pay on demand all other costs, expenses and taxes (excluding income taxes) incurred by CAFCO or any stockholder of CAFCO ("Other Costs"), including, without limitation, the cost of auditing CAFCO's books by certified public accountants, the cost of rating CAFCO's Commercial Paper Notes or Medium Term Notes, or both, by independent financial rating agencies, the issuance fee in respect of CAFCO's Medium Term Notes charged by and payable to the Agent, the cost of issuing CAFCO's Commercial Paper Notes or Medium Term Notes, or both, the taxes (excluding income taxes) resulting from CAFCO's operations, and the reasonable fees and out-of-pocket expenses of counsel for CAFCO or any counsel for any shareholder of CAFCO with respect to (i) advising CAFCO or any shareholder of CAFCO as to its rights and remedies under this Agreement, (ii) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, (iii) advising CAFCO or any shareholder of CAFCO as to matters relating to CAFCO's operations, or (iv) advising CAFCO or any shareholder of CAFCO as to the issuance of CAFCO's Commercial Paper Notes or Medium Term Notes, or both, and acting in connection with such issuance; provided that the Company and any other Persons who from time - -------- to time grant or transfer to CAFCO security or ownership interests in receivables ("Other Companies"), each shall be liable for such Other Costs ratably in accordance with the usage under their respective facilities; and provided further ---------------- that, if such Other Costs are not attributable to the Company and are attributable to any Other Company, the Company shall not be liable for any such Other Costs; and provided still -------------- further that, if such Other Costs are attributable to the - ------- Company and not attributable to any Other Company, the Company shall be solely liable for such Other Costs. SECTION 4.05. No Proceedings. Each of the -------------- Company, the Agent, each Lender, each Eligible Assignee and each entity which enters into a commitment to purchase interests in the Advances hereby agrees that it will not institute against CAFCO any proceeding of the type referred to in paragraph (i) of Exhibit V so long as any Commercial Paper Notes or Medium Term Notes issued by CAFCO shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Commercial Paper Notes shall have been outstanding. SECTION 4.06. Confidentiality. Unless otherwise --------------- required by applicable law or any regulatory body or agency having jurisdiction over the Company, Ohio Edison or Penn Power, the Company agrees to maintain the confidentiality of this Agreement (and all drafts thereof) in communications with third parties and otherwise; provided that this -------- Agreement may be disclosed to (i) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Agent, and (ii) the Company's legal counsel and auditors if they agree (whether in writing or orally) to hold it confidential; provided further that the Company shall have ---------------- no obligation of confidentiality in respect of this Agreement (and drafts thereof), other than to refrain from affirmatively publishing or disseminating the contents thereof, to the extent that information with respect thereto becomes available to the public through no fault of the Company. SECTION 4.07. Governing Law; Execution in --------------------------- Counterparts. (a) This Agreement shall be governed by, and - ------------ construed in accordance with, the law of the State of New York. (b) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. OES CAPITAL, INCORPORATED By: T.F. Struck, II -------------------------- Title: Assistant Treasurer 76 South Main Street Akron, Ohio 44308 Attention: Treasurer (TWX 216-384-3772 Answerback _______________) CORPORATE ASSET FUNDING COMPANY, INC. By: Citicorp North America, Inc., as Attorney-in-Fact By: A. Bovino --------------------- Vice President 450 Mamaroneck Avenue Harrison, NY 10528 Attention: Corporate Asset Funding Facsimile No. 914-889-7890 CITICORP NORTH AMERICA, INC., as Agent By: A. Bovino -------------------------- Vice President 450 Mamaroneck Avenue Harrison, NY 10528 Attention: Corporate Asset Funding Facsimile No. 914-889-7890 EXHIBIT I DEFINITIONS ----------- As used in the Agreement (including its Exhibits), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Adverse Claim" means a lien, security interest or ------------- other charge or encumbrance, or any other type of preferential arrangement. "Affiliate" means, as to any Person, any other --------- Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person; provided that no -------- Person shall be deemed to be an Affiliate of an Obligor until Ohio Edison, in the case of Ohio Edison Receivables, or Penn Power, in the case of Penn Power Receivables, shall have knowledge of such fact. "Affiliated Obligor" means any Obligor that is an ------------------ Affiliate of another Obligor. "Agent's Account" means the special account --------------- (account number 40541346) of the Agent maintained at the office of Citibank, N.A. at 399 Park Avenue, New York, New York. "Alternate Base Rate" means a fluctuating interest ------------------- rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the higher of: (a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time as Citibank, N.A.'s base rate; or (b) 1/2 of one percent above the Federal Funds Rate from time to time. "Amortization Day" means (i) each day during a ---------------- Settlement Period on which the conditions set forth in paragraph 2 of Exhibit II are not satisfied, provided such -------- conditions remain unsatisfied during such Settlement Period, and (ii) each day which occurs on or after the Payment Date. "Assignee Rate" for any Fixed Period for any ------------- Advance means an interest rate per annum equal to (a) 0.375% plus the Eurodollar Rate for such Fixed Period plus (b) during any period when Ohio Edison's long-term public senior debt securities are not rated at least BBB- by Standard & Poor's Corporation or Baa3 by Moody's Investors Services, Inc. or, if any such securities are not publicly rated at such time, the Agent has determined, in its sole discretion, that such securities would not receive such ratings if they were publicly rated), a rate of 1% per annum; provided that, in the case of - -------- (i) any Fixed Period on or prior to the first day of which a Lender shall have notified the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender to fund such Advance at the Assignee Rate set forth above (and such Lender shall not have subsequently notified the Agent that such circumstances no longer exist), (ii) any Fixed Period of one to (and including) 29 days, (iii) any Fixed Period as to which the Agent does not receive notice, by no later than 12:00 noon (New York City time) on the third Business Day preceding the first day of such Fixed Period, that the related Advance will not be funded by issuance of commercial paper, or (iv) any Fixed Period for an Advance the Principal of which allocated to the Lender is less than $500,000, the "Assignee Rate" for such Fixed Period (but in the case of ------------- clause (i) above, only with respect to the portion of the Advance attributable to such Lender) shall be an interest rate per annum equal to the Alternate Base Rate in effect on the first day of such Fixed Period; provided further that the ---------------- Agent and the Company may agree in writing from time to time upon a different "Assignee Rate." ------------- "Borrowing Base" means at any time the aggregate of -------------- the Outstanding Balances of the Eligible Receivables then in the Receivables Pool reduced by the aggregate amount by which the Outstanding Balance of Eligible Receivables of each Obligor then in the Receivables Pool exceeds the product of (A) the Concentration Limit for such Obligor multiplied by (B) the Outstanding Balance of the Eligible Receivables then in the Receivables Pool. "Breakage Fee" has the meaning specified in Section ------------ 1.11. "Breakage Increment" means, (i) for any Advance for ------------------ which the CAFCO Rate for any Fixed Period shall be either an MTN Fixed Rate, or an initial MTN Floating Rate, which is less than 12% per annum and at any time during such Fixed Period, an amount equal to the Breakage Fee for such Advance at such time, computed in accordance with the formula contained in Section 1.11(a) but giving effect to the Breakage Increment Adjustments described below, (ii) for any Advance for which the CAFCO Rate for any Fixed Period shall be either an MTN Fixed Rate, or an initial MTN Floating Rate, which is equal to or higher than 12% per annum and at any time during such Fixed Period, an amount to be determined by a computation to which the Agent and the Company shall have agreed in writing pursuant to Section 1.03(c), and (iii) for any Advance at any other time, zero. The "Breakage Increment Adjustments" shall, in the determination at any time of the Breakage Increment for any Advance for any Fixed Period, be: "P" in the formula contained in Section 1.11(a) shall equal the entire amount of the Principal of such Advance at such time, and "R" in such formula shall equal the fixed interest rate per annum borne by Medium Term Notes, if any, issued by the Lender of such Advance on the date of such determination and having a term equal to the period from such date to the last day of such Fixed Period, or, if there shall be no such Medium Term Notes, the fixed interest rate per annum which would be borne by Medium Term Notes if issued by such Lender on the date of such determination for such a term, such rate to be the average of quotations for such rate received by the Agent from two securities dealers of recognized standing selected by the Agent, adjusted to the nearest 1/8 of 1% per annum or, if there is no nearest 1/8 of 1% per annum, to the next higher 1/8 of 1% per annum. "Business Day" means any day on which (i) banks are ------------ not authorized or required to close in New York City or Akron, Ohio, and (ii) if this definition of "Business Day" is utilized in connection with the Eurodollar Rate, dealings are carried out in the London interbank market. "CAFCO" means Corporate Asset Funding Company, Inc. ----- and any successor or assign of CAFCO that is a receivables investment company which in the ordinary course of its business issues commercial paper or other securities to fund its acquisition and maintenance of receivables. "CAFCO Rate" for any Fixed Period for any Advance ---------- means one of the following rates, as determined for such Fixed Period in accordance with the terms and conditions of Section 1.02 or 1.03; (i) the CP Rate for such Fixed Period, or (ii) the MTN Fixed Rate for such Fixed Period, or (iii) the MTN Floating Rate in effect from time to time for such Fixed Period; provided that if the Lender shall not, at any time and for - -------- any reason, fund its Advance or maintenance of such Advance for such Fixed Period by its issuing Commercial Paper Notes or Medium Term Notes, the "CAFCO Rate" for such Fixed Period ---------- shall then be the Assignee Rate for such Fixed Period or such other rate as the Agent and the Company shall agree to in writing; and provided further that, if the Lender so requests ---------------- and the Company consents thereto, the "CAFCO Rate" for any ---------- Fixed Period of one day shall be the Assignee Rate for such Fixed Period. "Code" shall mean the Internal Revenue Code of ---- 1986, as the same may be amended from time to time. "Collateral Report" means a report, in ----------------- substantially the form of Annex A hereto, furnished by a Collection Agent to the Agent pursuant to the Collection Agent Agreement. "Collection Agent" means, to the extent the Company ---------------- does not act as such, Ohio Edison, with respect to the Ohio Edison Receivables, and Penn Power, with respect to the Penn Power Receivables, or if at any time Ohio Edison or Penn Power or the Company, as the case may be, is prevented from acting as such pursuant to the terms of a Collection Agent Agreement, such other Person then authorized pursuant to the Collection Agent Agreement to administer and collect Pool Receivables. "Collection Agent Agreement" means an agreement -------------------------- among the Company, the Collection Agent (if not the Company) and the Agent, in form and substance satisfactory to them, governing the appointment and responsibilities of a Collection Agent as to administration and collection of all or part of the Pool Receivables, and requiring such Collection Agent to perform its obligations set forth in the Agreement. "Collection Agent Fee" shall mean the collection -------------------- agent fee referred to in a Collection Agent Agreement. "Collections" means, with respect to any ----------- Receivable, all cash collections and other cash proceeds of such Receivable, including, without limitation, all cash proceeds of Related Security with respect to such Receivable, prior to the time the same are released to the Company. "Commercial Paper Note" means a promissory note --------------------- having a term not exceeding 270 days. "Concentration Limit" for any Obligor means at any ------------------- time 3%, or such other percentage ("Special Concentration Limit") for such Obligor designated by the Agent in writing delivered to the Company; provided that, with respect to -------- Receivables relating to DSM Loans, the Special Concentration Limit for any Obligor shall, unless otherwise approved by the Agent, be $1,500,000; provided further that, in the case of ---------------- an Obligor with any Affiliated Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliated Obligor are one Obligor; provided still further ---------------------- that the Agent may cancel any Special Concentration Limit upon three Business Days' notice to the Company. "Contract" means (a) any of the Tariffs and (b) an -------- agreement between Ohio Edison or the Company, as the case may be, and an Obligor, pursuant to which such Obligor shall be obligated to repay the DSM Loan made by Ohio Edison or the Company, as the case may be, to such Obligor. "Controlled Group" means all members of a ---------------- controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section 414 of the Code. "CP Rate" for any Fixed Period for any Advance ------- means the interest rate per annum equivalent to the rate (or if more than one rate, the weighted average of the rates) at which Commercial Paper Notes of the Lender having a term equal to such Fixed Period and to be issued to make or maintain the Advance by such Lender may be sold by any placement agent or dealer selected by such Lender, as agreed between each such agent or dealer and such Lender and notified by such Lender to the Agent and the Collection Agent; provided that, if the rate (or rates) as agreed -------- between any such agent or dealer and such Lender with regard to any Fixed Period for any Advance is a discount rate (or rates), the "CP Rate" for such Fixed Period shall be the rate ------- (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum. "Credit and Collection Policy" means those ---------------------------- receivables credit and collection policies and practices in effect on the date of the Agreement and described in Schedule II, as modified in compliance with the Agreement. "Debt" means (i) indebtedness for borrowed money, ---- (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of kinds referred to in clauses (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. "Default" means any condition, act or event which, ------- with notice or lapse of time or both, would constitute an Event of Default. "Default Ratio" means the ratio (expressed as a ------------- percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balance of all Pool Receivables that were Defaulted Receivables on such day or that would have been Defaulted Receivables on such day had they not been written off the books of the Company during such month by (ii) the aggregate Outstanding Balance of all Pool Receivables on such day. "Defaulted Receivable" means a Receivable: -------------------- (i) as to which any payment, or part thereof, remains unpaid for 90 days (x) from the original date when billed or (y), in the case of a Receivable arising from a DSM Loan, from the due date of such payment (it being understood that, if any payment, or any part thereof, in respect of a DSM Loan remains unpaid for 90 days from the due date of such payment, or part thereof, all amounts payable and to be paid in respect of such DSM Loan, including principal, interest, and other amounts, shall constitute a Defaulted Receivable); (ii) as to which the Obligor thereof or any other Person obligated thereon or owning any Related Security in respect thereof has taken any action, or suffered any event to occur, of the type described in paragraph (i) of Exhibit V; or (iii) which, consistent with the Credit and Collection Policy, would be written off the Company's books as uncollectible. "Designated Obligor" means, at any time, each ------------------ Obligor; provided that any Obligor shall cease to be a -------- Designated Obligor upon three Business Days' notice by the Agent to the Company. "DSM Loan" means an extension of credit by Ohio -------- Edison or the Company, pursuant to Ohio Edison's Demand Side Management Project Financing Program, to a commercial or industrial customer of Ohio Edison in order to finance qualified energy efficiency projects of such customer. "Eligible Assignee" means Citibank, N.A., CNAI or ----------------- any of their Affiliates, any Person managed by Citibank, N.A., CNAI or any of their Affiliates, or any financial or other institution which is acceptable to the Agent and approved by the Company, which approval shall not be unreasonably withheld. "Eligible Receivable" means, at any time, a ------------------- Receivable: (i) the Obligor of which (A) is a United States resident, (B) is not an Affiliate of any of the parties hereto or of Ohio Edison or Penn Power, and (C) is not a government or a governmental subdivision or agency (except, in the case of this clause (C), for such Receivables as shall not, in the aggregate for all such governmental Obligors, have an Outstanding Balance at such time in excess of 10% of the aggregate Outstanding Balance of all Pool Receivables at such time); (ii) the Obligor of which is a Designated Obligor and is not the Obligor of any Defaulted Receivables which in the aggregate constitute 5% or more of the aggregate Outstanding Balance of all Receivables of such Obligor; (iii) which is not a Defaulted Receivable; (iv) which, in the case of Receivables other than Receivables arising from a DSM Loan, if not paid in full, would allow Ohio Edison or Penn Power, as the case may be, to shut off electric service to the Obligor thereof not later than 120 days after the original billing date thereof; (v) the nature of which is such that its financing with the proceeds of Commercial Paper Notes issued by CAFCO would constitute a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and which, except for Receivables arising from DSM Loans, is an account receivable representing all or part of the sales price of merchandise, insurance and services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended; (vi) which is an "account" or, in the case of Receivables arising from DSM Loans, a "general intangible", within the meaning of Section 9-106 of the UCC of the applicable jurisdictions governing the perfection of security interests therein; (vii) which is denominated and payable only in United States dollars in the United States; (viii) which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Receivable and is not subject to any dispute, offset, counterclaim or defense whatsoever (except the potential discharge in bankruptcy of such Obligor); (ix) which, together with the Contract related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which neither the Company nor Ohio Edison is in violation of any such law, rule or regulation in any material respect; (x) which (A) satisfies all applicable requirements of the Credit and Collection Policy and (B) complies with such other reasonable criteria and requirements as the Agent may from time to time specify to the Company upon 30 days' notice, which notice shall only apply to Receivables originating after the expiration of such 30 day period; and (xi) which, in the case of a Receivable arising from a DSM Loan, represents the payments due from the Obligor thereof for a period of not more than 60 months thereafter, provided that -------- Receivables arising from DSM Loans shall not, in the aggregate for all such Receivables, have an Outstanding Balance at any time in excess of $50,000,000. "ERISA" means the Employee Retirement Income ----- Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. "Eurocurrency Liabilities" has the meaning assigned ------------------------ to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Eurodollar Rate" means, for any Fixed Period, an --------------- interest rate per annum equal to the rate per annum at which deposits in U.S. dollars are offered by the principal office of Citibank, N.A. in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Fixed Period in an amount substantially equal to the Principal associated with such Fixed Period on such first day and for a period equal to such Fixed Period. "Eurodollar Rate Reserve Percentage" for a Lender ---------------------------------- for any Fixed Period in respect of which Interest is computed by reference to the Eurodollar Rate means the reserve percentage applicable two Business Days before the first day of such Fixed Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Fixed Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Fixed Period. "Event of Default" has the meaning specified in ---------------- Exhibit V. "Federal Funds Rate" means, for any period, a ------------------ fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent. "Fee Determination Date" means (i) for any Advance ---------------------- for purposes of the computation of the Breakage Fee for such Advance under Section 1.11, each day on which an amount of Principal of such Advance is reduced and (ii) for any Advance for purposes of the computation of the Breakage Fee under the definition of 'Breakage Increment' contained in this Exhibit I, each time such calculation is made. "Finance Limit" means $120,000,000 (or such larger ------------- amount as the Company may request in writing, each such request setting forth the amount of the requested increase, which in the case of any such request shall not be less than $5,000,000, and Citibank shall consent to, provided that the -------- Finance Limit shall in no event exceed $170,000,000), as such amount may be reduced pursuant to Section 1.01(b). References to the unused portion of the Finance Limit shall mean, at any time, the Finance Limit, as then reduced pursuant to Section 1.01(b) or as set forth below, minus the sum of the then outstanding Principal of Advances under the Agreement and the then outstanding "Principal" of "Advances" under the Parallel Purchase Commitment. Furthermore, on each day on which the Company reduces (other than by use) the unused portion of (or terminates) the "Commitment" under the Parallel Purchase Commitment, the Finance Limit automatically shall reduce by the same amount (or so terminate). "First Mortgage Indenture" means the indenture ------------------------ between Ohio Edison and Bankers Trust Company, as Trustee, dated as of August 1, 1930, as heretofore and hereafter supplemented and amended. "Fixed Period" means, with respect to any Advance, ------------ a period determined pursuant to Section 1.02 or 1.03 provided -------- that (i) any Fixed Period in respect of which Interest is computed by reference to the Assignee Rate shall be a period from one to and including 29 days, or a period of one, two or three months, as the Company may select as provided above; (ii) any Fixed Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided that, if Interest is computed by reference to -------- the Eurodollar Rate and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day); (iii) in the case of any Fixed Period of one day, (A) if such Fixed Period is the initial Fixed Period for an Advance, such Fixed Period shall be the day such Advance is made; (B) any subsequently occurring Fixed Period which is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and, if the immediately preceding Fixed Period is one day, be the day next following such immediately preceding Fixed Period; and (C) if such Fixed Period occurs on a day immediately preceding a day which is not a Business Day, such Fixed Period shall be extended to the next succeeding Business Day; (iv) in the case of any Fixed Period for any Advance which commences before the Payment Date and could otherwise end on a date occurring after the Payment Date, such Fixed Period shall end on the Payment Date and the duration of each Fixed Period which commences on or after the Payment Date shall be of such duration as shall be selected by the Agent; and (v) any Fixed Period during which Interest is computed at the Alternative Base Rate as a result of the application of clause (iii) of the proviso to the definition of Assignee Rate shall be the greater of one day or such number of days (not to exceed 270 days) as the Company shall select (after the application of such clause (iii)) and the Agent shall approve on notice by the Company received by the Agent (including notice by telephone confirmed in writing) not later than 11:00 a.m. (New York City time) on the first Business Day preceding the first day of such Fixed Period. "Interest" means for each Advance for any Fixed -------- Period: IR x P x ED + LF + BF -- +BI where: IR = the CAFCO Rate for such Advance for such Fixed Period; P = the Principal of such Advance during such Fixed Period; BI = that number of days comprising a year which is the basis for computing the CAFCO Rate for such Advance for such Fixed Period; ED = the actual number of days elapsed during such Fixed Period; LF = the Liquidation Fee, if any, for such Advance for such Fixed Period; and BF = the Breakage Fee, if any, for such Advance for such Fixed Period; provided that no provision of this Agreement shall require - -------- the payment or permit the collection of Interest in excess of the maximum permitted by applicable law; and provided -------- further that Interest for any Advance shall not be considered - ------- paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason. "Lenders" means CAFCO and all other owners by ------- assignment or otherwise of an Advance and, to the extent of the undivided interests so purchased, shall include any participants. "Liquidation Fee" means, for each Advance for any --------------- Fixed Period (computed without regard to clause (iv) of the definition of "Fixed Period") during which an Amortization Day occurs and for which the CAFCO Rate shall be neither the MTN Fixed Rate nor the MTN Floating Rate, the amount, if any, by which (i) the additional Interest (calculated without taking into account any Liquidation Fee) which would have accrued during such Fixed Period on the reductions of Principal of such Advance relating to such Fixed Period (as so computed) if such reductions had remained as Principal, exceeds (ii) the income, if any, received by the Lender investing the proceeds of such reductions of Principal. "Medium Term Note" means a promissory note having a ---------------- term exceeding 270 days but not exceeding three years. "MTN Fixed Rate" for any Fixed Period for any -------------- Advance means the fixed interest rate per annum offered by the Lender in respect of Medium Term Notes issued or to be issued by such Lender for a term (or a remaining term) equal to such Fixed Period and to be used by such Lender to make or maintain the Advance, such fixed interest rate per annum to be notified by or on behalf of such Lender to the Agent and the Collection Agent. "MTN Floating Rate" for any Fixed Period for any ----------------- Advance means the floating interest rate per annum (determined by reference to an interest rate formula) in effect from time to time offered by the Lender in respect of Medium Term Notes issued or to be issued by such Lender for a term (or a remaining term) equal to such Fixed Period and to be used by such Lender to make or maintain the Advance, such floating interest rate per annum to be notified by or on behalf of such Lender to the Agent and the Collection Agent. "Multiemplover Plan" shall mean a multiemployer ------------------ plan as defined in Section 4001(a)(3) of ERISA. "Notice of Advance and/or CAFCO Rate" has the ----------------------------------- meaning specified in Section 1.03. "Obligor" means a Person obligated to make payments ------- pursuant to a Contract. "Ohio Edison" means Ohio Edison Company, an Ohio ----------- corporation. "Ohio Edison Agreement" means an agreement between --------------------- Ohio Edison and the Agent, in form and substance satisfactory to them, pursuant to which Ohio Edison agrees, among other things, to transfer certain Receivables. "Ohio Edison Receivable" means a Receivable arising ---------------------- under a Contract under which Ohio Edison provides electric service or, in connection with a Receivable arising from a DSM Loan, a Receivable the Obligor of which is a commercial or industrial customer of Ohio Edison. "Ohio Edison Receivables Purchase Agreement" means ------------------------------------------ the Receivables Purchase Agreement between the Company and Ohio Edison annexed to the Ohio Edison Agreement as Exhibit A. "Outstanding Balance" of any Receivable at any time ------------------- means the then outstanding principal balance thereof. "Parallel Purchase Commitment" means the ---------------------------- Receivables Financing Agreement, dated as of November 28, 1989, as amended and restated as of June 1, 1992, and as further amended and restated as of the date hereof, among the Company, Citibank, N.A., and CNAI, individually and as Agent, as the same may, from time to time, be amended, modified or supplemented. "Payment Date" means the earlier of (a) April 23, ------------ 1996, or (b) the earlier of the date determined pursuant to Section 2.02 or the date the Finance Limit reduces to zero or (c) any date that an Event of Default has occurred and is not waived by the Agent. "PBGC" shall mean the Pension Benefit Guaranty ---- Corporation referred to and defined in ERISA and any successor thereto. "Penn Power" means Pennsylvania Power Company, a ---------- Pennsylvania corporation. "Penn Power Agreement" means an agreement between -------------------- Penn Power and the Agent, in form and substance satisfactory to them, pursuant to which Penn Power agrees, among other things, to transfer certain Receivables. "Penn Power Receivable" means a Receivable arising --------------------- under a Contract under which Penn Power provides electric service. "Penn Power Receivables Purchase Agreement" means ----------------------------------------- the Receivables Purchase Agreement between the Company and Penn Power annexed to the Penn Power Agreement as Exhibit A. "Person" means an individual, partnership, ------ corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. "Plan" shall mean at any time an employee pension ---- benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is maintained by a member of the Controlled Group for employees of a member of the Controlled Group. "Pool Receivable" means an Ohio Edison Receivable --------------- or a Penn Power Receivable in the Receivables Pool. "Principal" of any Advance means the original --------- amount of such Advance paid to the Company pursuant to the Agreement, or such amount divided or combined in accordance with Section 1.08, in each case reduced from time to time by Collections distributed or payments made on account of such Principal pursuant to Section 1.05; provided that if such -------- Principal shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Principal shall be increased by the amount of such rescinded or returned distribution, as though it had not been made. "Provisional Amortization Day" means each day that ---------------------------- would be an Amortization Day but for the proviso in clause (i) of the definition of "Amortization Day." "Receivable" means the indebtedness of any Obligor ---------- under a Contract to the extent that the Company has the right to receive payment thereof either in its own right or because the right to receive payment thereof has been (or is purported to have been) transferred to it, and includes the right to payment of any interest and finance charges, or other obligations, if any, with respect thereto. "Receivables Pool" means at any time the ---------------- aggregation of each then outstanding Receivable in respect of which the Obligor is a Designated Obligor at such time or was a Designated Obligor on the date of the initial creation of a security interest in such Receivable under the Agreement. "Related Security" means with respect to any ---------------- Receivable, all right, title and interest of the Company in: (i) all other security interests or liens from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable; and (ii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise. "Settlement Period" for any Advance means each ----------------- period commencing on the first day and ending on the last day of each Fixed Period for such Advance, and, on and after the Payment Date, such period (including, without limitation, a period of one day) as shall be selected from time to time by the Agent or, in the absence of any such selection, each period of thirty days from the last day of the immediately preceding Settlement Period; provided that until the Payment -------- Date, during any Fixed Period for such Advance for which the CAFCO Rate shall be the MTN Fixed Rate or the MTN Floating Rate, "Settlement Period" for such Advance means each period ----------------- of three months (or a shorter period if the last day of such Fixed Period shall earlier occur) during such Fixed Period, the initial Settlement Period during such Fixed Period for such Advance commencing on the first day of such Fixed Period and ending on the day which occurs three months from such first day, and each subsequent Settlement Period during such Fixed Period for such Advance commencing on the last day of the immediately preceding Settlement Period for such Advance and ending on the earlier of (i) the day which occurs three months from such last day or (ii) the last day of such Fixed Period. "Tariff" means each of the tariffs pursuant to ------ which Ohio Edison or Penn Power shall provide electricity to certain Obligors from time to time and pursuant to which such Obligors shall be obligated to pay for such electricity from time to time. "Termination Event" shall mean (i) a Reportable ----------------- Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of the Company or any member of the Controlled Group from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a plan amendment as a termination under Section 4041(c) of ERISA, or (iv) the institution of proceedings to involuntarily terminate a Plan by the PBGC, or (v) the appointment by the appropriate United States District Court of a trustee to administer a Plan, or (vi) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan. "Third Parties" means any Person other than the ------------- parties to the Agreement, Ohio Edison and Penn Power. "UCC" means the Uniform Commercial Code as from --- time to time in effect in the specified jurisdiction. - - - - - - Other Terms. All accounting terms not specifically ----------- defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. EXHIBIT II CONDITIONS OF ADVANCES ---------------------- 1. Conditions Precedent to Initial Advance. The --------------------------------------- initial Advance under the Agreement is subject to the conditions precedent that the Agent shall have received on or before the date of such Advance the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of the Company approving the Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement; (b) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign the Agreement and the other documents to be delivered by it thereunder; (c) Certified copies of all documents evidencing necessary corporate action and governmental approvals, if any, with respect to Ohio Edison, including certified copies of the resolutions of the Board of Directors of Ohio Edison approving the Ohio Edison Agreement, the Ohio Edison Receivables Purchase Agreement and the Collection Agent Agreement to which Ohio Edison is a party; (d) A certificate of the Secretary or Assistant Secretary of Ohio Edison, certifying the names and the signatures of the officers of Ohio Edison, authorized to sign the Collection Agent Agreement to which Ohio Edison is a party, the Ohio Edison Agreement and the Ohio Edison Receivables Purchase Agreement; (e) Acknowledgment copies of proper financing statements (including financing statements evidencing the transfer of Ohio Edison Receivables from Ohio Edison to the Company), duly filed on or before the date of such initial Advance under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the security interests contemplated by the Agreement; (f) Acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person (other than the Company) in the Ohio Edison Receivables or Related Security previously granted by the Company or Ohio Edison; (g) Completed requests for information, dated on or before the date of such initial Advance, listing the financing statements referred to in subsection (e) above and all other effective financing statements filed in the jurisdictions referred to in subsection (e) above that name the Company or Ohio Edison as debtor, together with copies of such other financing statements (none of which shall cover any Ohio Edison Receivables or Related Security); (h) The Ohio Edison Agreement; (i) Favorable opinions of counsel for the Company and Ohio Edison covering the matters referred to in Annex C hereto and such other matters as the Agent may reasonably request; (j) The Collection Agent Agreement to which Ohio Edison is a party; (k) A favorable opinion of Kaye, Scholer, Fierman, Hays & Handler, counsel for the Agent, as the Agent may reasonably request; (l) A favorable opinion of Kaye, Scholer, Fierman, Hays & Handler, counsel for the Agent, addressed to CAFCO and the dealer for the commercial paper of CAFCO, as to the correctness of the representation and warranty of the Company set forth in paragraph (k) of Exhibit III, substantially in the form previously delivered by the Agent to such counsel; and (m) A completed Collateral Report, dated within 10 days from the date of the initial Advance. 2. Conditions Precedent to All Advances. (a) ------------------------------------ Each Advance (including the initial Advance) shall be subject to the further conditions precedent that on the date of such Advance the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by the Company that such statements are then true): (i) The representations and warranties contained in Exhibit III are correct on and as of the date of such Advance as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such Advance, that constitutes a Default or an Event of Default, and (iii) On such date, all of Ohio Edison's long-term public senior debt securities are rated at least BBB by Standard & Poor's Corporation or Baa3 by Moody's Investors Service, Inc., or, if such debt securities are not publicly rated on such date, the Agent has determined, in its sole discretion, that such debt securities would receive such ratings if they were publicly rated, and (b) the Agent shall have received such other approvals, opinions or documents as it may reasonably request. 3. Conditions Precedent to Initial Advance --------------------------------------- Relating to Penn Power Receivables. The initial Advance - ---------------------------------- under the Agreement relating to Penn Power Receivables is subject to the conditions precedent that (i) the Agent shall have received on or before the date of such Advance the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) Certified copies of all documents evidencing necessary corporate action and governmental approvals, if any, with respect to Penn Power, including certified copies of the resolutions of the Board of Directors of Penn Power approving the Collection Agent Agreement to which it is a party, the Penn Power Agreement and the Penn Power Receivables Purchase Agreement; (b) A certificate of the Secretary or Assistant Secretary of Penn Power certifying the names and the signatures of the officers of Penn Power authorized to sign the Collection Agent Agreement to which it is a party, the Penn Power Agreement and the Penn Power Receivables Purchase Agreement; (c) The Penn Power Agreement; and the Agreement shall have been modified, to the extent (if any) appropriate, to take into account the creation of the Penn Power Agreement; (d) Favorable opinions of counsel for Penn Power covering the matters referred to in Annex C hereto as they relate to Penn Power and such other matters as the Agent may reasonably require; (e) The Collection Agent Agreement to which Penn Power is a party; (f) A completed Collateral Report, dated within 10 days from the date of the initial Advance relating to Penn Power; (g) Acknowledgment copies of proper financing statements (including financing statements evidencing the transfer of Penn Power Receivables from Penn Power to the Company), duly filed on or before the date of such initial Advance under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the security interests contemplated by the Agreement; (h) Acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person (other than the Company) in the Penn Power Receivables or Related Security previously granted by the Company or Penn Power; and (i) Completed requests for information dated on or before the date of such initial Advance, listing the financing statements referred to in subsection (g) above and all other effective financing statements filed in the jurisdictions referred to in subsection (g) above that name the Company or Penn Power as debtor, together with copies of such other financing statements (none of which shall cover any Penn Power Receivables or Related Security); and (ii) the Agent shall have received such other approvals, opinions or documents as it may reasonably request. 4. Conditions Precedent to Amendment and ------------------------------------- Restatement. This amendment and restatement of the Original - ----------- Agreement shall become effective when, and only when, all of the following shall have occurred: (a) the Agent shall have received counterparts of this amendment and restatement executed by the Company, CAFCO, and the Agent, of an Ohio Edison Agreement in form and substance satisfactory to the Agent executed by Ohio Edison, and, if requested by the Agent, of an Amendment to the Ohio Edison Receivables Purchase Agreement in form and substance satisfactory to the Agent; and (b) the Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by the Agent (which date shall be the same for all such documents), in form and substance satisfactory to the Agent: (i) Certified copies of (A) the resolutions of the Board of Directors of (x) the Company approving this amendment and restatement (y) Ohio Edison approving the Agreements referred to in subsection (a) above to which Ohio Edison is a party and the matters contemplated hereby and thereby (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, such other documents, and the matters contemplated hereby and thereby; (ii) A certificate of the Secretary or an Assistant Secretary of (x) the Company certifying the names and true signatures of its officers authorized to sign this Amendment and the other documents to be delivered hereunder and (y) Ohio Edison certifying the names and true signatures of its officers authorized to sign the Agreements referred to in subsection (a) above to which Ohio Edison is a party; (iii) Acknowledgment copies or stamped receipt copies of proper financing statements, duly filed under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the security interests contemplated by the Agreement as amended hereby (to the extent not previously filed); (iv) A favorable opinion of counsel for the Company and Ohio Edison, in form and substance satisfactory to the Agent; and (v) A certificate signed by a duly authorized officer of the Company stating that: (i) The representations and warranties contained in Exhibit III to the Agreement are correct on and as of the date of such certificate as though made on and as of such date, and (ii) No event has occurred and is continuing which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. EXHIBIT III REPRESENTATIONS AND WARRANTIES ------------------------------ The Company represents and warrants as follows: (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Ohio. Penn Power is a corporation duly incorporated, validly existing and in good standing under the laws of Pennsylvania and is a wholly owned subsidiary of Ohio Edison. (b) The execution, delivery and performance by the Company of the Agreement and the other documents to be delivered by it thereunder, including the Company's use of the proceeds of Advances, are within the Company's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Company's charter or code of regulations, (ii) any law, rule or regulation applicable to the Company, (iii) any contractual restriction binding on or affecting the Company or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Company or its property, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except as specifically contemplated by the Agreement). The Agreement has been duly executed and delivered by the Company. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Company of the Agreement or any other document to be delivered thereunder. (d) The Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (e) The consolidated balance sheets of Ohio Edison and its consolidated subsidiaries as of December 31, 1988, and the related statements of income and retained earnings and cash flows of Ohio Edison and its consolidated subsidiaries for the twelve month period then ended, each as certified by Ohio Edison's Comptroller, copies of which have been furnished to the Agent, fairly present the consolidated financial condition of Ohio Edison and its consolidated subsidiaries as of such date and the results of operations for the respective periods covered by said statements of income and retained earnings all in accordance with generally accepted accounting principles consistently applied, and since December 31, 1988, there has been no material adverse change in any such condition or operations which, after being made known to the Agent, has been found by the Agent to be objectionable. (f) There is no pending or threatened action or proceeding affecting the Company or any of its subsidiaries before any court, governmental agency or arbitrator which the Company reasonably expects to materially adversely affect the financial condition of the Company or any of its subsidiaries or the ability of the Company to perform its obligations under the Agreement, or which purports to affect the legality, validity or enforceability of the Agreement. (g) No proceeds of any Advance will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) The Company is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim; the Lenders will acquire a valid and perfected first priority security interest in each Pool Receivable now existing or hereafter arising and in the Related Security and Collections with respect thereto, subject, however, to the provisions of Section 552(a) of the Bankruptcy Reform Act of 1978, and except that rights as to Receivables that first arise after (i) any default in the payment of interest by Ohio Edison on its first mortgage bonds, so long as such default continues, or (ii) the occurrence of a completed default specified in Section 73 of the First Mortgage Indenture, so long as such completed default continues, may be subject to the lien of the First Mortgage Indenture. No Effective financing statement or other instrument similar in effect covering any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Agent relating to the Agreement. (i) Each Collateral Report (if prepared by the Company or one of its Affiliates, or to the extent that information contained therein is supplied by the Company or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Company to the Agent or CAFCO in connection with the Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent or CAFCO, as the case may be, at such time) as of the date so furnished, and no such document knowingly contains or will contain any untrue statement of a material fact or knowingly omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (j) The principal place of business and chief executive office of the Company and the office where the Company keeps its records concerning the Pool Receivables are located at the address referred to in Section 4.02, and the corresponding locations for Ohio Edison and Penn Power are 76 South Main Street, Akron, Ohio 44308 and 1 East Washington Street, New Castle, Pennsylvania 16103, respectively; or, by notice to the Agent in accordance with paragraph (b) of Exhibit IV, at such other locations in jurisdictions where all actions reasonably requested by the Agent to protect and perfect the security interest in the Pool Receivables have been taken and completed. (k) The making of the Advances pursuant to the Agreement will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) except for Receivables arising from DSM Loans, an acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (l) The Company is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (m) The Ohio Edison Receivables Purchase Agreement is (and when executed, the Penn Power Receivables Purchase Agreement will be) in full force and effect. EXHIBIT IV COVENANTS --------- Covenants of the Company. Until the later of the ------------------------ Payment Date or the date on which no Principal of any Advance shall be outstanding: (a) Compliance with Laws, Etc. The Company will -------------------------- comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not materially adversely affect the collectibility of the Receivables Pool or the ability of the Company to perform its obligations under the Agreement or the Collection Agent Agreements. (b) Offices, Records and Books of Account. The ------------------------------------- Company will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables at the address of the Company referred to in Section 4.02 or, upon 30 days' prior written notice to the Agent, at any other locations in a jurisdiction where all action required by paragraph (j) of Exhibit III shall have been taken; and will cause Ohio Edison and Penn Power to send 30 days' prior written notice of a change in their respective principal place of business, Chief Executive Office or the office where they respectively keep records concerning Pool Receivables. The Company also will provide for administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables in the event of the destruction of the originals thereof), and keep and maintain, or cause to be kept and maintained, all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the identification of each Pool Receivable and all collections of and adjustments to each existing Pool Receivable). (c) Performance and Compliance with Contracts and --------------------------------------------- Credit and Collection Policy. The Company will, at its - ---------------------------- expense, require Ohio Edison and Penn Power, as Collection Agents, to timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply in all material respects with its Credit and Collection Policy in regard to each Pool Receivable and the related Contract. (d) Sales, Liens, Etc. The Company will not sell, ------------------ assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Pool Receivable, or any Related Security, or Collections, or upon or with respect to any account to which any Collections of any Pool Receivable are sent to be held as collateral for the Lenders, or assign any right to receive income in respect thereof. (e) Extension or Amendment of Receivables. Except as ------------------------------------- provided in the Collection Agent Agreements, the Company will not extend, amend or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any Contract related thereto except as required by regulatory mandate. (f) Chance in Business or Credit and Collection ------------------------------------------- Policy. The Company will not make any change in the character of - ------ its business or in the Credit and Collection Policy that would, in either case, materially adversely affect the collectibility of the Pool Receivables or the ability of the Company to perform its obligations under the Agreement or the Collection Agent Agreements, except as required by regulatory mandate. (g) Audits. (i) The Company will, from time to time ------ during regular business hours as requested by the Agent, permit the Agent, or its agents or representatives, (A) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Company relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (B) to visit the offices and properties of the Company for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to Pool Receivables and the Related Security or the Company's performance hereunder with any of the officers or employees of the Company having knowledge of such matters. (ii) The Lenders and the Agent each agree to maintain the confidentiality of all information with respect to the Company furnished or delivered to it pursuant to subsection (i) above; provided that such information may be disclosed (A) to -------- such party's legal counsel and auditors if they agree (whether in writing or orally) to hold it confidential, or (B) to the extent required by applicable law or by any court, regulatory body or agency having jurisdiction over such party; provided further that ---------------- such party shall have no obligation of confidentiality in respect of any information which may be generally available to the public or becomes available to the public through no fault of such party. (h) Change in Payment Instructions to Obligors. The ------------------------------------------ Company will not make any change in its instructions to Obligors regarding payments to be made pursuant to a Contract, unless the Agent shall have received notice of such change. (i) Reporting Requirements. The Company will provide ---------------------- to the Agent the following: (i) as soon as available and in any event within 60 days after the end of the first three quarters of each fiscal year of Ohio Edison, balance sheets of Ohio Edison and its consolidated subsidiaries, if any, and of Penn Power, as of the end of such quarter, and consolidated statements of income and retained earnings of Ohio Edison and its consolidated subsidiaries, if any, and statements of income and retained earnings of Penn Power, for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by a principal financial or accounting officer of Ohio Edison or of Penn Power, as the case may be; (ii as soon as available and in any event within 120 days after the end of each fiscal year of Ohio Edison, a copy of the annual report for such year for Ohio Edison and its subsidiaries, and for Penn Power, containing financial statements for such year reported on by nationally recognized independent public accountants; (iii) as soon as possible and in any event within five days after the occurrence of each Default or Event of Default, a statement of the chief financial officer of the Company setting forth details of such Default or Event of Default and the action that the Company has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, copies of all reports that Ohio Edison or Penn Power send to their public security holders, and copies of all reports and registration statements that Ohio Edison or any subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) as soon as possible and in any event (i) within 30 days after the Company or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and (ii) within 10 days after the Company or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company describing such Termination Event and the action, if any, which the Company or such member of the Controlled Group proposes to take with respect thereto, together with a copy of the notice of such Termination Event, if any, given to the PBGC; (vi) promptly and in any event within five Business Days after receipt thereof by the Company or any member of the Controlled Group from the PBGC, copies of each notice received by the Company or any such member of the Controlled Group of the PBGC's intention to involuntarily terminate any Plan or to have a trustee appointed to administer any Plan; (vii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of the chief financial officer of the Company setting forth the details as to such failure and the action that the Company proposes to take with respect thereto together with a copy of any such notice given to the PBGC; (viii) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan; (ix) promptly and in any event within five Business Days after receipt thereof by the Company or any member of the Controlled Group from a Multiemployer Plan, a copy of each notice received by the Company or any member of the Controlled Group concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA; (x) at least ten Business Days prior to any change in the Company's name, a notice setting forth the new name and the effective date thereof; and (xi) such other information respecting the Receivables or the condition or operations, financial or otherwise, of Ohio Edison or Penn Power or any of their subsidiaries as the Agent may from time to time reasonably request. (j) First Mortgage Indenture. The Company will notify ------------------------ the Agent in writing promptly upon the occurrence of an event of default or an event which with notice or lapse of time or both would constitute an event of default or default under the First Mortgage Indenture. (k) Tangible Net Worth. The Company will at all times ------------------ maintain an excess of total tangible assets over total liabilities of not less than $10,000,000 and, on the last Business Day of each month, will cause such excess to be not less than (i) $10,000,000, plus (ii) the Breakage Increment (as calculated as of the previous Business Day) so long as all Lenders shall have provided the Company with the information needed to calculate the amount, plus (iii) an amount equal to the applicable percentage set forth below of the outstanding balance of any DSM Loan for the indicated category of the rating of the Obligor in respect of such DSM Loan according to the Credit and Collection Policy: Obligor Rating Category Percentage ----------------------- ---------- A-rated 10% B-rated 20% C-rated 50% unrated 100%. (1) Working Capital. The Company will at all times --------------- maintain an excess of current assets over current liabilities. EXHIBIT V EVENTS OF DEFAULT ----------------- Each of the following shall be an "Event of Default": (a) The Company shall fail to make any payment when due on account of Principal or Interest; or (b) The Company shall fail to make any payment when due on account of any other amount owing under the Agreement and such default shall continue unremedied for a period of five Business Days; or (c) The Collection Agent (if the Company or any of its Affiliates) (i) shall fail to perform or observe any term, covenant or agreement under the Agreement or under a Collection Agent Agreement (other than as referred to in clause (ii) of this paragraph (c)) and such failure shall remain unremedied for ten calendar days after written notice thereof is provided to the Company or (i) shall fail to make when due any payment or deposit to be made by it under the Agreement or a Collection Agent Agreement and such failure shall remain unremedied for ten calendar days; or (d) The Company shall fail to transfer to the Agent when requested pursuant to the Agreement or a Collection Agent Agreement, any rights which the Company then has as Collection Agent; or (e) Any representation or warranty made or deemed made by the Company, or Ohio Edison or Penn Power (or any of their respective officers) under or in connection with the Agreement, the Original Agreement, the Ohio Edison Agreement or the Penn Power Agreement or any information or report delivered by the Company pursuant to the Agreement or Ohio Edison pursuant to the Ohio Edison Agreement or Penn Power pursuant to the Penn Power Agreement shall prove, when made or deemed made or delivered, to have been incorrect or untrue in any respect material to the performance by the Company, Ohio Edison or Penn Power of their respective obligations under the Agreement, the Ohio Edison Agreement or the Penn Power Agreement or to the legality, validity or enforceability of the Agreement, the Ohio Edison Agreement or the Penn Power Agreement; or (f) The Company, Ohio Edison or Penn Power shall fail to perform or observe any other term, covenant or agreement contained in the Agreement, the Ohio Edison Agreement or the Penn Power Agreement, on its part to be performed or observed and any such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company, Ohio Edison or Penn Power, as the case may be, by the Agent; or (g) The Company, Ohio Edison or Penn Power or any of their subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt (other than the Advances) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a specified mandatory redemption provision unrelated to a default or event of default), prior to the stated maturity thereof; or (h) The security interest created pursuant to the Agreement for any reason (except pursuant to the release provisions of Section 1.04) cease to constitute a valid and perfected first priority security interest in each Pool Receivable and the Related Security and Collections with respect thereto; or (i) The Company, Ohio Edison or Penn Power, or any of their subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company, Ohio Edison or Penn Power, or any of their subsidiaries, seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Company, Ohio Edison or Penn Power, r any of their subsidiaries, shall take any corporate action to authorize any of the actions set forth above in this paragraph (i); or (j) As of the last day of any calendar month, the Default Ratio shall exceed 7.5% and such Default Ratio shall not be returned to no more than 7.5% by the 15th day of the succeeding calendar month; or (k) The Borrowing Base shall for a period of five consecutive Business Days be less than 110% of the sum of the aggregate outstanding Principal of all Advances and the aggregate outstanding "Principal" of all "Advances" under the Parallel Purchase Commitment; or (l) There shall have occurred any event which may be reasonably expected to materially adversely affect (x) the collectibility of the Pool Receivables generally or (y) the ability of the Company generally to collect Pool Receivables or otherwise perform its obligations under the Agreement or a Collection Agent Agreement; or (m) Ohio Edison shall cease to own directly or indirectly 100% of each class of voting stock of the Company; or (n) There shall have occurred an event of default, or an event which with lapse of time, or an event as to which notice has been given and with lapse of time, would constitute an event of default under the First Mortgage Indenture. EXHIBIT VI NOTICE OF ADVANCE AND/OR CAFCO RATE ----------------------------------- [For the MTN Fixed Rate or the MTN Floating Rate] [Date] Citicorp North America, Inc., as Agent for CAFCO under the Agreement referred to below. (Address] Ladies and Gentlemen: The undersigned, OES Capital, Incorporated, refers to the Receivables Financing Agreement, dated as of November 28, 1989, as amended and restated as of June 1, 1992, and as further amended and restated as of April 23, 1993 (the "Agreement", the terms defined therein being used herein as therein defined; references to an index or interest rate base not otherwise defined herein are to such index or interest rate base as defined in CAFCO's Private Placement Memorandum, dated September 18, 1992), among the undersigned, Corporate Asset Funding Company, Inc., and Citicorp North America, Inc., as Agent, and hereby gives you notice, irrevocably, pursuant to Section 1.02 and 1.03 of the Agreement that the undersigned [requests an Advance under the Agreement, and in that connection] requests that [such Advance and] the [initial] [next succeeding] Fixed Period therefor and the CAFCO Rate for such Fixed Period be as follows: (i) The Business Day of the [proposed Advance and] first day of such Fixed Period is _____________, 19__. (ii) The amount of the [proposed Advance and] Principal for the Advance for such Fixed Period is $__________. (iii) The CAFCO Rate for such Fixed Period for [PAGE 2 OF DRAFT MISSING] THE FOREGOING IS HEREBY APPROVED: CITICORP NORTH AMERICA, INC., as Agent By:____________________________________ Vice President ANNEX A OES CAPITAL, INC. COLLATERAL REPORT Input Form ---------- Reporting Period: Month 3 Day 31 Year 93 Enter Full Dollar Amounts for All Receivables RECEIVABLES AGING SCHEDULE Electricity DSM Sales Loans Total ----- ----- ----- A) Unbilled 0 0 0 B) Current to 30 Days 0 0 0 C) 31 - 60 Days 0 0 0 D) 61 - 90 Days 0 0 0 E) Over 90 Days 0 0 0 ----- ----- ----- Total Receivables 0 0 0 ===== ===== ===== F) D&M Loans Receivables Maturing in more than 60 months 0 G) Total Advances 0 1) Advances attributable to Electricity Sales 0 (Total Electricity Sales/Total Receivables) 0.00% 2) Advances attributable to DSM Loans 0 (Total DSM Loans/Total Receivables) 0.00% H) Collections During Period 0 I) Working Capital Amount as of 31-Mar-93 0 J) Tangible Net Worth as of 31-Mar-93 0 K) Accrued, Unpaid Liquidation Fee (Per Agent) 0 L) Accrued Unpaid Coll. Agent Fee (Per Agent) 0 M) Assignee Rate (Per Agent) 0.00% N) Gross Write-offs during the current period 0 SPECIAL CONCENTRATION INPUT OES CAPITAL, INC. COLLATERAL REPORT --------------------------------- Electricity Sales Concentration Obligor Name Balance Limit Excess - ------------------------- ------- -------------- ------ Governmental Receivables 0 0 0 Potomac Electrical Power Co. 0 13,000,000 0 General Public Utilities 0 4,500,000 0 Allegheny Power System 0 12,000,000 0 General Motors 0 5,000,000 0 Warren Consolidated Ind. 0 0 0 Obligor G 0 0 0 Obligor H 0 0 0 Obligor I 0 0 0 Obligor J 0 0 0 --- Total Electricity Sales Excess Concentrations 0 === SPECIAL CONCENTRATION INPUT OES CAPITAL, INC. COLLATERAL REPORT --------------------------- DSM Loans Concentration Obligor Name Balance Limit Excess - ------------------------- ------- -------------- ------ Obligor A 0 1,500,000 0 Obligor B 0 1,500,000 0 Obligor C 0 1,500,000 0 Obligor D 0 1,500,000 0 Obligor E 0 1,500,000 0 Obligor F 0 1,500,000 0 Obligor G 0 1,500,000 0 Obligor H 0 1,500,000 0 Obligor I 0 1,500,000 0 Obligor J 0 1,500,000 0 --- Total DSM Loans Excess Concentrations 0 === DSM OBLIGOR BALANCES OES CAPITAL, INC. COLLATERAL REPORT -------------------- (A) (B) (C) [(B) - (C)] x (A) Defaulted DSM DSM Loans Tangible Obligor Purchased By Net Worth Category % Balance Ohio Edison Increment - ------------- ----- ------- ------------ --------- Category A 10.00% 0 0 0 Category B 20.00% 0 0 0 Category C 50.00% 0 0 0 Category Unrated 100.00% 0 0 0 --- Total DSM Loans Purchased by Ohio Edison 0 --- === Total Tangible Net Worth Increment 0 === MTN Breakage Fee Calculation (P) (F) (R) (f) (n) Breakage Fee -------- 1) 0 0.00% 0.00% 0 0 0 2) 0 0.00% 0.00% 0 0 0 3) 0 0.00% 0.00% 0 0 0 4) 0 0.00% 0.00% 0 0 0 5) 0 0.00% 0.00% 0 0 0 --- --- --- Total MTN Breakage Fee 0 === P) Principal Reduction Amount F) Original Rate of Interest R) Highest current rate of interest f) Maximum number of times interest payable per year n) Number of originally scheduled settlement periods remaining in fixed period Section 1.11(a) If F > R, Breakage Fee = [P x {(F - R)/f}] x [{1 - {(1 + (R/f))-(-n)}/(R/f) OES CAPITAL, INC. AGING SCHEDULE ---------------- Weighted Days Days from Total Equals Bill Date Agings ($) Agings (%) Days Factor Avg.Maturity - --------- ---------- ---------- ----------- ------------ Unbilled 0 0.00% Current to 30 Days 0 0.00% 15 0.00 31 - 60 Days 0 0.00% 45 0.00 61 - 90 Days 0 0.00% 75 0.00 Over 90 Days 0 0.00% 105 0.00 ----- ------ ----- Total 0 0.00% 0.00 ===== ====== ===== COMPLIANCE REVIEW ----------------- (1) Total Receivables Pool 0 (2) Defaulted Receivables (Over 90 Days) 0 (3) Excess Governmental Receivables (excess of 10% x Total Pool) 0 (4) DSM Loans Receivables Maturing in more than 60 months 0 (5) Outstanding Balance of Eligible Receivables [(1)-(2)-(3)-(4)] 0 (6) Balance in Excess of Concentration Limits 0 (7) Borrowing Base [(5)-(6)] 0 (8) Total Advances 0 (9) Advances Coverage Ratio [(7) / (8)] - Must Be at Least 110% 0.00% FAILED (10) Default Ratio [((2) + Gross Write-offs) / (1)] - Must not exceed 7.5% 0.00% PASSED (11) Defaulted DSM Loans purchased by Ohio Edison by the 15th of: April 0 (12) Proforma Default Ratio [((2) + Gross Write-offs - (11))] Must not exceed 7.5% 0.00% PASSED (13) Working Capital Amount (1) - Must be Greater than $0 0 FAILED (14) Tangible Net Worth (TNW) (J) - Must be at Least $10,000,000 plus TNW Increment attributable to DSM Loans (15) 0 FAILED (15) Tangible Net Worth Requirement ($10,000,000 + Scheduled Increment) 10,000,00 SUMMARY ------- (16) Assignee Rate (Per Agent) - (M) 0.00% (17) Average Maturity of Portfolio (AM) 0.00 (18) Accrued, Unpaid Liquidation Fee (Per Agent) - (K) 0 (19) MTN Breakage Fee 0 (20) Liquidation Fee [{(18) + {(16) X (8) X (AM)/360}) + (19)] 0 (21) Accrued, Unpaid Collection Agent Fee - (L) 0 (22) Collection Agent Fee [(21) + {(8) X .25% X (AM)/360)}] 0 (23) Collection of Pool Receivables During Period (H) 0 The undersigned hereby represents and warrants that this Collateral Report is a true and accurate accounting with respect to the Receivables Financing Agreement dated as of November 28, 1989. OES Capital, Inc. ___________________________________________ Signature and Title Today's Date 22-Apr-93 Reporting Date 31-Mar-93 COUNTERPART NO. ______ THIS TRANSFER AND ASSIGNMENT AGREEMENT HAS BEEN MANUALLY EXECUTED IN TWENTY-FIVE COUNTERPARTS. NO SECURITY INTEREST IN THIS EXECUTED TRANSFER AND ASSIGNMENT AGREEMENT OR IN ANY OF THE OE POWER CONTRACT TRUST'S RIGHTS AND INTERESTS HEREUNDER MAY BE PERFECTED BY THE POSSESSION OF ANY SUCH COUNTERPART OTHER THAN COUNTERPART NO. 1. Transfer and Assignment ----------------------- Agreement --------- CHEMICAL BANK, a New York corporation, acting not in its individual capacity but solely as Trustee under the OE Power Contract Trust (the "Trust"), and OHIO EDISON COMPANY, an Ohio corporation (the "Company"), do hereby agree as follows: WHEREAS, the Company is entitled to receive specified monthly payments pursuant to certain contractual arrangements and desires to sell the right to receive such payments, up to a total of $1,322,667 per month on or prior to June 21, 1994; $1,280,000 per month thereafter and on or prior to March 21, 2002; and $5,341,976 per month thereafter in any one month, during the period from June 1, 1994 to December 31, 2005; and WHEREAS, the Trust desires to purchase the right to receive the payments which the Company desires to sell and has agreed to issue and sell $200,000,000 aggregate principal amount of its 7.68% Secured Notes due October 21, 2005 (the "Notes") in order to obtain the funds with which to make such purchase; and WHEREAS, concurrently with the execution of this Agreement, the Company will deliver to the Trustee a fully executed counterpart (which shall be designated as "Counterpart No. 1") of the Renunciation of Payments and Assignment Agreement, the form of which is attached hereto as Exhibit A; and WHEREAS, the Trust will have no recourse against the Company for the unpaid amounts if the payments it purchases from the Company are not paid to it and desires the Company assign to it certain contract rights to enable it to better use its remedies against others if such payments are not made. NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth: 1. The Company hereby sells, transfers, sets over, assigns and grants to the Trust, in exchange for the sum of $200,000,000 (receipt of which is hereby knowledged), and the Trust hereby purchases and accepts, the following: Starting concurrently with the first billing by the OE Parties (consisting of the Company and Pennsylvania Power Company) after June 1, 1994 and thereafter until December 31, 2005 (hereinafter called the "Payment Period"), all right, title and interest the Company may now have (or in the future acquire) in and to an amount of each monthly payment to the OE Parties which is required to be made by the APS Parties (consisting of Monongahela Power Company, West Penn Power Company and The Potomac Edison Company) during the Payment Period under the Power Interchange Agreement dated as of March 18, 1987, as it may be supplemented or amended hereafter, (the "Power Interchange Agreement") between the OE Parties and the APS Parties, on the basis of payments to be made by Potomac Electric Power Company ("PEPCO") to the APS Parties under Section 3.11 of the Power Resale Agreement dated as of March 18, 1987, as it may be supplemented or amended hereafter, (the "Power Resale Agreement") between the APS Parties and PEPCO, equal to the lesser of (a) $1,322,667 per month on or prior to June 21, 1994 and $1,280,000 per month thereafter and on or prior to March 21, 2002; and $5,341,976 per month thereafter and (b) 86% of such monthly payment. 2. The foregoing sale is made without representation or warranty that the payments, the right to which has been sold, will be made; provided, however, the Company does represent, warrant and agree that (i) it is not in default under either the Power Supply Agreement dated as of March 18, 1987 and supplemented as of April 28, 1987, and as it may further be supplemented or amended hereafter, (the Power Supply Contract) between the OE Parties and PEPCO or the Power Interchange Agreement, (ii) it will continue to perform both the Power Supply Agreement and the Power Interchange Agreement in accordance with the terms thereof and (iii) it will pursue all legal remedies available to it to enforce the performance of the other parties to each of the Power Supply Agreement, the Power Interchange Agreement and the Power Resale Agreement in accordance with the terms thereof. 3. In addition to and in furtherance of the foregoing, the Company does hereby assign, transfer, set over and grant to the Trust the following: All of the Company's right, title and interest in and to the Power Supply Agreement, the Power Resale Agreement and the Power Interchange Agreement (collectively, the "Agreements"), insofar as the Agreements involve the monthly reservation charges referred to in the Power Supply Agreement, the Power Resale Agreement and the Power Interchange Agreement, limited, however, to (i) the monthly charges payable between June 1, 1994 and December 31, 2005 and (ii) in the case of any particular calendar month, 86% of the reservation charges payable in such month up to a maximum of $1,322,667 per month on or prior to June 21, 1994; $1,280,000 per month thereafter and on or prior to March 21, 2002; and $5,341,976 per month thereafter. 4. This Agreement shall be governed by and construed under the laws of the State of New York. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed. Dated: May 20, 1994 OHIO EDISON COMPANY By \s\ T.F. Struck, III --------------------------------- Name: T.F. Struck, III Title: Assistant Treasurer CHEMICAL BANK, as Trustee under the OE Power Contract Trust By \s\ T.J. Foley --------------------------------- Name: T.J. Foley Title: Vice President COUNTERPART NO. ______ THIS RENUNCIATION OF PAYMENTS AND ASSIGNMENT HAS BEEN MANUALLY EXECUTED IN TWELVE COUNTERPARTS. NO SECURITY INTEREST IN THIS RENUNCIATION OF PAYMENTS AND ASSIGNMENT OR IN ANY OF THE OE POWER CONTRACT TRUST'S RIGHTS AND INTERESTS HEREUNDER MAY BE PERFECTED BY THE POSSESSION OF ANY SUCH COUNTERPART OTHER THAN COUNTERPART NO. 1. RENUNCIATION OF PAYMENTS ------------------------ and ASSIGNMENT ---------- OHIO EDISON COMPANY, an Ohio corporation (hereinafter called "OE"), and MONONGAHELA POWER COMPANY, an Ohio corporation, WEST PENN POWER COMPANY, a Pennsylvania corporation, and THE POTOMAC EDISON COMPANY, a Maryland and Virginia corporation, (hereinafter, collectively, called the "APS Parties") intending to be legally bound, do hereby agree as follows: WHEREAS, OE and Potomac Electric Power Company, a District of Columbia and Virginia corporation (hereinafter called "PEPCO"), are parties to a certain Power Supply Agreement dated as of March 18, 1987 and supplemented as of April 28, 1987 (hereinafter, as it may further be supplemented or amended hereafter, called the "Power Supply Agreement") by and among themselves and Pennsylvania Power Company, a Pennsylvania corporation (hereinafter called "Penn Power"), pursuant to which OE and Penn Power (hereinafter, collectively, called the "OE Parties") agree to make certain capacity and energy available to PEPCO; and WHEREAS, the OE Parties and the APS Parties are parties to a certain Power Interchange Agreement dated as of March 18, 1987 (hereinafter, as it may be supplemented or amended hereafter, called the "Power Interchange Agreement") pursuant to which the OE Parties agree to supply certain capacity and energy to the APS Parties in connection with the obligations of the OE Parties under the Power Supply Agreement and the APS Parties agree to pay the OE Parties for such capacity and energy and to make the same available to PEPCO; and WHEREAS, the APS Parties and PEPCO are parties to a certain Power Resale Agreement dated as of March 18, 1987 (hereinafter, as it may be supplemented or amended hereafter, called the "Power Resale Agreement") pursuant to which PEPCO purchases from the APS Parties the capacity and energy supplied to the APS Parties by the OE Parties pursuant to the Power Interchange Agreement; and WHEREAS, the Power Supply Agreement presently calls for a monthly reservation charge of $7,112,250 through December 31, 1998, and thereafter, through December 31, 2005, of $10,262,250, subject to adjustment as provided therein (such monthly reservation charges being hereinafter called the "Monthly Reservation Charges"); and WHEREAS, Section 3.11 of the Power Resale Agreement requires PEPCO to pay the Monthly Reservation Charges to the APS Parties and the Power Interchange Agreement requires the APS Parties to in turn pay the Monthly Reservation Charges to the OE Parties; and WHEREAS, based on the obligations under the Power Supply Agreement of OE and Penn Power as between themselves, OE is presently entitled to receive 86% of each Monthly Reservation Charge payable by the APS Parties to the OE Parties; and WHEREAS, OE desires to relinquish all of its right, title and interest, both legal and equitable, in and to, and assign to the OE Power Contract Trust (hereinafter called the "Trust") the right to receive, a specified amount of each Monthly Reservation Charge payable by the APS Parties to the OE Parties after June 1, 1994 and before December 31, 2005 if (but only if) the APS Parties agree to pay such specified amount directly to the Trust. NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth: 1. Starting concurrently with the first billing by the OE Parties after October 1, 1994 and thereafter until June 30, 2002 (hereinafter called the "Payment Period"), OE hereby assigns, sets over, transfers and grants to the Trust, and by these presents renounces all right, title and interest it may now have (or in the future acquire) in and to, an amount of each monthly payment to the OE Parties which is required to be made by the APS Parties during the Payment Period under the Power Interchange Agreement, on the basis of payments to be made by PEPCO to the APS Parties under Section 3.11 of the Power Resale Agreement, equal to the lesser of (a) $1,322,677 per month on or prior to June 21, 1994; $1,280,000 per month thereafter and on or prior to March 21, 2002; and $5,341,976 per month thereafter and (b) 86% of such monthly payment and declares that it is its intent and purpose to divest itself of all legal and equitable interest therein forever and without exception. To this end, OE hereby acknowledges and agrees that failure of the Trust to receive the payments assigned to it hereunder will not constitute a sufficient reason for OE to refuse or fail to perform its obligations under the Power Supply Agreement or the Power Interchange Agreement. As between OE and the Trust, the Trust and not OE shall be the sole party in interest to enforce this Agreement. 2. The APS Parties shall be entitled to assume for all purposes that, as between OE and Penn Power, the payments in and to which OE has renounced its right, title and interest represent amounts that OE would have been entitled to receive had they been paid to the OE Parties and the APS Parties shall have no liability to Penn Power for not having paid the same to the OE Parties. 3. The APS Parties hereby agree to pay the amount specified in Section 1 hereof to the Trust each month during the Payment Period; provided, however, that in no event shall the amount required to be paid to the Trust by the APS Parties hereunder in any particular month, when added to the amounts otherwise payable to the OE Parties by the APS Parties in such month under the Power Interchange Agreement, exceed the amount that would be required to be paid to the OE Parties by the APS Parties in such month under Section 3.6 of the Power Interchange Agreement in the absence of this Agreement. Each such payment shall be made on the date specified in the Power Interchange Agreement as the date on which regular monthly charges thereunder are to be paid and shall be made by wire transfer as specified in written instructions given from time to time by the trustee under the Trust to the APS Parties. All amounts payable under the Power Interchange Agreement to the OE Parties by the APS Parties in excess of the amounts that the APS Parties hereby agree to pay to the Trust shall be paid directly to the OE Parties as provided in the Power Interchange Agreement. Payments by the APS Parties to the Trust as contemplated herein shall be deemed, for purposes of the Power Interchange Agreement, to be payments thereunder to the OE Parties. 4. The parties hereto agree that the Trust is a third party beneficiary of this Agreement and shall be entitled to enforce the provisions hereof in its own name and right. This Agreement may not be amended in any way or assigned without the written consent of the Trust, and in the case of an assignment, the written consent of the non-assigning parties. 5. This Agreement shall be governed by and construed under the laws of the State of New York. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed. Dated: May 20, 1994 OHIO EDISON COMPANY By \s\ T.F. Struck, II --------------------------- Name: T.F. Struck, II Title: Assistant Treasurer MONONGAHELA POWER COMPANY* WEST PENN POWER COMPANY* THE POTOMAC EDISON COMPANY* *By \s\ Nancy H. Gormley -------------------------- Name: Nancy H. Gormley Title: Counsel Concurred In and Approved: PENNSYLVANIA POWER COMPANY By\s\ Robert P. Wushinske - ------------------------- Robert P. Wushinske Vice President and Treasurer COUNTERPART NO. ______ THIS TRANSFER AND ASSIGNMENT AGREEMENT HAS BEEN MANUALLY EXECUTED IN FIFTEEN COUNTERPARTS. NO SECURITY INTEREST IN THIS EXECUTED TRANSFER AND ASSIGNMENT AGREEMENT OR IN ANY OF THE OE POWER CONTRACT TRUST'S RIGHTS AND INTERESTS HEREUNDER MAY BE PERFECTED BY THE POSSESSION OF ANY SUCH COUNTERPART OTHER THAN COUNTERPART NO. 1. Transfer and Assignment ----------------------- Agreement --------- CHEMICAL BANK, a New York corporation, acting not in its individual capacity but solely as Trustee under the OE Power Contract Trust (the "Trust"), and OHIO EDISON COMPANY, an Ohio corporation (the "Company"), do hereby agree as follows: WHEREAS, the Company is entitled to receive specified monthly payments pursuant to certain contractual arrangements and desires to sell the right to receive such payments, up to a total of $158,600 per month on or prior to October 21, 1994 and $1,191,860 per month thereafter from November 21, 1994 to June 30, 2002; and WHEREAS, the Trust desires to purchase the right to receive the payments which the Company desires to sell and has agreed to issue and sell $80,000,000 aggregate principal amount of its 7.93% Secured Notes due March 21, 2002 (the "Notes") in order to obtain the funds with which to make such purchase; and WHEREAS, concurrently with the execution of this Agreement, the Company will deliver to the Trustee a fully executed counterpart (which shall be designated as "Counterpart No. 1") of the Renunciation of Payments and Assignment Agreement, the form of which is attached hereto as Exhibit A; and WHEREAS, the Trust will have no recourse against the Company for the unpaid amounts if the payments it purchases from the Company are not paid to it and desires the Company assign to it certain contract rights to enable it to better use its remedies against others if such payments are not made. NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth: 1. The Company hereby sells, transfers, sets over, assigns and grants to the Trust, in exchange for the sum of $80,000,000 (receipt of which is hereby knowledged), and the Trust hereby purchases and accepts, the following: Starting concurrently with the first billing by the OE Parties (consisting of the Company and Pennsylvania Power Company) after October 1, 1994 and thereafter until June 30, 2002 (hereinafter called the "Payment Period"), all right, title and interest the Company may now have (or in the future acquire) in and to an amount of each monthly payment to the OE Parties which is required to be made by the APS Parties (consisting of Monongahela Power Company, West Penn Power Company and The Potomac Edison Company) during the Payment Period under the Power Interchange Agreement dated as of March 18, 1987, as it may be supplemented or amended hereafter, (the "Power Interchange Agreement") between the OE Parties and the APS Parties, on the basis of payments to be made by Potomac Electric Power Company ("PEPCO") to the APS Parties under Section 3.11 of the Power Resale Agreement dated as of March 18, 1987, as it may be supplemented or amended hereafter, (the "Power Resale Agreement") between the APS Parties and PEPCO, equal to the lesser of (a) $158,600 per month on or prior to October 21, 1994 and $1,191,860 per month thereafter until June 30, 2002; and (b) 86% of such monthly payment. 2. The foregoing sale is made without representation or warranty that the payments, the right to which has been sold, will be made; provided, however, the Company does represent, warrant and agree that (i) it is not in default under either the Power Supply Agreement dated as of March 18, 1987 and supplemented as of April 28, 1987, and as it may further be supplemented or amended hereafter, (the Power Supply Contract) between the OE Parties and PEPCO or the Power Interchange Agreement, (ii) it will continue to perform both the Power Supply Agreement and the Power Interchange Agreement in accordance with the terms thereof and (iii) it will pursue all legal remedies available to it to enforce the performance of the other parties to each of the Power Supply Agreement, the Power Interchange Agreement and the Power Resale Agreement in accordance with the terms thereof. 3. In addition to and in furtherance of the foregoing, the Company does hereby assign, transfer, set over and grant to the Trust the following: All of the Company's right, title and interest in and to the Power Supply Agreement, the Power Resale Agreement and the Power Interchange Agreement (collectively, the "Agreements"), insofar as the Agreements involve the monthly reservation charges referred to in the Power Supply Agreement, the Power Resale Agreement and the Power Interchange Agreement, limited, however, to (i) the monthly charges payable between October 1, 1994 and June 30, 2002 and (ii) in the case of any particular calendar month, 86% of the reservation charges payable in such month up to a maximum of $158,600 per month on or prior to October 21, 1994 and $1,191,860 per month thereafter until June 30, 2002. 4. This Agreement shall be governed by and construed under the laws of the State of New York. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed. Dated: October 12, 1994 OHIO EDISON COMPANY By \s\ T.F. Struck, II --------------------------- Name: T.F. Struck, II Title: Assistant Treasurer CHEMICAL BANK, as Trustee under the OE Power Contract Trust By \s\ T.J. Foley --------------------------- Name: T.J. Foley Title: Vice President COUNTERPART NO. ______ THIS RENUNCIATION OF PAYMENTS AND ASSIGNMENT HAS BEEN MANUALLY EXECUTED IN FIFTEEN COUNTERPARTS. NO SECURITY INTEREST IN THIS RENUNCIATION OF PAYMENTS AND ASSIGNMENT OR IN ANY OF THE OE POWER CONTRACT TRUST'S RIGHTS AND INTERESTS HEREUNDER MAY BE PERFECTED BY THE POSSESSION OF ANY SUCH COUNTERPART OTHER THAN COUNTERPART NO. 1. RENUNCIATION OF PAYMENTS ------------------------ and ASSIGNMENT ---------- OHIO EDISON COMPANY, an Ohio corporation (hereinafter called "OE"), and MONONGAHELA POWER COMPANY, an Ohio corporation, WEST PENN POWER COMPANY, a Pennsylvania corporation, and THE POTOMAC EDISON COMPANY, a Maryland and Virginia corporation, (hereinafter, collectively, called the "APS Parties") intending to be legally bound, do hereby agree as follows: WHEREAS, OE and Potomac Electric Power Company, a District of Columbia and Virginia corporation (hereinafter called "PEPCO"), are parties to a certain Power Supply Agreement dated as of March 18, 1987 and supplemented as of April 28, 1987 (hereinafter, as it may further be supplemented or amended hereafter, called the "Power Supply Agreement") by and among themselves and Pennsylvania Power Company, a Pennsylvania corporation (hereinafter called "Penn Power"), pursuant to which OE and Penn Power (hereinafter, collectively, called the "OE Parties") agree to make certain capacity and energy available to PEPCO; and WHEREAS, the OE Parties and the APS Parties are parties to a certain Power Interchange Agreement dated as of March 18, 1987 (hereinafter, as it may be supplemented or amended hereafter, called the "Power Interchange Agreement") pursuant to which the OE Parties agree to supply certain capacity and energy to the APS Parties in connection with the obligations of the OE Parties under the Power Supply Agreement and the APS Parties agree to pay the OE Parties for such capacity and energy and to make the same available to PEPCO; and WHEREAS, the APS Parties and PEPCO are parties to a certain Power Resale Agreement dated as of March 18, 1987 (hereinafter, as it may be supplemented or amended hereafter, called the "Power Resale Agreement") pursuant to which PEPCO purchases from the APS Parties the capacity and energy supplied to the APS Parties by the OE Parties pursuant to the Power Interchange Agreement; and WHEREAS, the Power Supply Agreement presently calls for a monthly reservation charge of $7,112,250 through December 31, 1998, and thereafter, through December 31, 2005, of $10,262,250, subject to adjustment as provided therein (such monthly reservation charges being hereinafter called the "Monthly Reservation Charges"); and WHEREAS, Section 3.11 of the Power Resale Agreement requires PEPCO to pay the Monthly Reservation Charges to the APS Parties and the Power Interchange Agreement requires the APS Parties to in turn pay the Monthly Reservation Charges to the OE Parties; and WHEREAS, based on the obligations under the Power Supply Agreement of OE and Penn Power as between themselves, OE is presently entitled to receive 86% of each Monthly Reservation Charge payable by the APS Parties to the OE Parties; and WHEREAS, OE desires to relinquish all of its right, title and interest, both legal and equitable, in and to, and assign to the OE Power Contract Trust (hereinafter called the "Trust") the right to receive, a specified amount of each Monthly Reservation Charge payable by the APS Parties to the OE Parties after October 1, 1994 and until June 30, 2002 if (but only if) the APS Parties agree to pay such specified amount directly to the Trust. NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth: 1. Starting concurrently with the first billing by the OE Parties after October 1, 1994 and thereafter until June 30, 2002 (hereinafter called the "Payment Period"), OE hereby assigns, sets over, transfers and grants to the Trust, and by these presents renounces all right, title and interest it may now have (or in the future acquire) in and to, an amount of each monthly payment to the OE Parties which is required to be made by the APS Parties during the Payment Period under the Power Interchange Agreement, on the basis of payments to be made by PEPCO to the APS Parties under Section 3.11 of the Power Resale Agreement, equal to the lesser of (a) $158,600 per month on or prior to October 21, 1994 and $1,191,860 per month thereafter from November 21, 1994 to June 30, 2002; and (b) 86% of such monthly payment and declares that it is its intent and purpose to divest itself of all legal and equitable interest therein forever and without exception. To this end, OE hereby acknowledges and agrees that failure of the Trust to receive the payments assigned to it hereunder will not constitute a sufficient reason for OE to refuse or fail to perform its obligations under the Power Supply Agreement or the Power Interchange Agreement. As between OE and the Trust, the Trust and not OE shall be the sole party in interest to enforce this Agreement. 2. The APS Parties shall be entitled to assume for all purposes that, as between OE and Penn Power, the payments in and to which OE has renounced its right, title and interest represent amounts that OE would have been entitled to receive had they been paid to the OE Parties and the APS Parties shall have no liability to Penn Power for not having paid the same to the OE Parties. 3. The APS Parties hereby agree to pay the amount specified in Section 1 hereof to the Trust each month during the Payment Period; provided, however, that in no event shall the amount required to be paid to the Trust by the APS Parties hereunder in any particular month, when added to the amounts otherwise payable to the OE Parties by the APS Parties in such month under the Power Interchange Agreement, exceed the amount that would be required to be paid to the OE Parties by the APS Parties in such month under Section 3.6 of the Power Interchange Agreement in the absence of this Agreement. Each such payment shall be made on the date specified in the Power Interchange Agreement as the date on which regular monthly charges thereunder are to be paid and shall be made by wire transfer as specified in written instructions given from time to time by the trustee under the Trust to the APS Parties. All amounts payable under the Power Interchange Agreement to the OE Parties by the APS Parties in excess of the amounts that the APS Parties hereby agree to pay to the Trust or which the APS parties have agreed to pay the Trust under the Renunciation of Payments and Assignments dated January 4, 1991 and May 20, 1994 between OE and the APS Parties shall be paid directly to the OE Parties as provided in the Power Interchange Agreement. Payments by the APS Parties to the Trust as contemplated herein shall be deemed, for purposes of the Power Interchange Agreement, to be payments thereunder to the OE Parties. 4. The parties hereto agree that the Trust is a third party beneficiary of this Agreement and shall be entitled to enforce the provisions hereof in its own name and right. This Agreement may not be amended in any way or assigned without the written consent of the Trust, and in the case of an assignment, the written consent of the non-assigning parties. 5. This Agreement shall be governed by and construed under the laws of the State of New York. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed. Dated: October 12, 1994 OHIO EDISON COMPANY By \s\ T.F. Struck II ------------------------------ Name: T.F. Struck II Title: Assistant Treasurer MONONGAHELA POWER COMPANY* WEST PENN POWER COMPANY* THE POTOMAC EDISON COMPANY* *By \s\ Nancy H. Gormley ----------------------------- Name: Nancy H. Gormley Title: Counsel Concurred In and Approved: PENNSYLVANIA POWER COMPANY By\s\ Robert P. Wushinske ------------------------- Robert P. Wushinske Vice President and Treasurer I.C.1 ----- ___________________________________________________ ___________________________________________________ AMENDMENT NO. 5 dated as of September 30, 1994 to PARTICIPATION AGREEMENT dated as of September 15, 1987, as corrected and restated and amended by the Amendment No. 1 thereto dated as of February 1, 1988, Amendment No. 3 thereto dated as of March 16, 1988, and Amendment No. 4 thereto dated as of November 5, 1992 among BEAVER VALLEY TWO PI LIMITED PARTNERSHIP, as Owner Participant BVPS FUNDING CORPORATION, BVPS II FUNDING CORPORATION, THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of September 15, 1987, as corrected and restated with the Owner Participant, THE BANK OF NEW YORK, as Indenture Trustee and OHIO EDISON COMPANY, as Lessee ___________________________________________________ ___________________________________________________ THIS AMENDMENT NO. 5 dated as of September 30, 1994 ("Amendment No. 5") to the Participation Agreement ------------------- dated as of September 15, 1987, as corrected and restated and as amended by Amendment No. 1 thereto dated as of February 1, 1988, Amendment No. 3 dated as of March 16, 1988, and Amendment No. 4 dated as of November 5, 1992 and as in effect on the date hereof (the "Participation ------------- Agreement")1/, among the Owner Participant identified on - --------- the cover page hereof (the "Owner Participant"), BVPS ----------------- FUNDING CORPORATION, a Delaware corporation ("Funding ------- Corporation"), BVPS II FUNDING CORPORATION, a Delaware corporation ("New Funding Corporation"), THE FIRST NATIONAL ----------------------- BANK OF BOSTON, a national banking association, in its individual capacity ("FNB") and as Owner Trustee (the --- "Owner Trustee") under a Trust Agreement, dated as of ------------- September 15, 1987, as corrected and restated with the Owner Participant, THE BANK OF NEW YORK (formerly Irving Trust Company), a New York banking corporation, in its individual capacity ("Bank of New York") and as Indenture ---------------- Trustee (the "Indenture Trustee") under a Trust Indenture, ----------------- Mortgage, Security Agreement and Assignment of Facility Lease, dated as of September 15, 1987, as corrected and restated and as supplemented and amended by the Supplemental Indenture No. 1, dated as of February 1, 1988, and Supplemental Indenture No. 2 dated as of November 1, 1992 (the "Indenture"), with the Owner Trustee, and OHIO --------- EDISON COMPANY, an Ohio corporation (the "Lessee"), ------ W I T N E S S E T H: WHEREAS, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee have previously entered into the Participation Agreement; and WHEREAS, Funding Corporation desires to cease to be a party to the Participation Agreement; and - ------------------- 1. Amendment No. 2, a copy of which is dated as of March 15, 1988, to the Participation Agreement was not entered into or executed by the parties. WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values in order to preserve the Net Economic Return of the Owner Participant in the event, among other things, of any Tax Rate Change occurring prior to the twentieth anniversary of the Closing Date, which results in the change in the Tax Rate from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 2(e) of the Participation Agreement provides that, subject to the satisfaction of the conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement, the Lessee and the Lessor shall reoptimize the amortization schedules for the Outstanding Fixed Rate Notes, in accordance with and in the manner contemplated by Section 3(f) of the Facility Lease, upon the occurrence of a Tax Rate Adjustment; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, Section 10.2(ii) of the Indenture provides, among other things, that, upon receipt of a written instruction from the Lessee and the Owner Trustee, the Indenture Trustee shall consent to certain amendments to the Facility Lease; and WHEREAS, the Owner Trustee and the Lessee intend to execute Amendment No. 3 to the Facility Lease, dated as of September 30, 1994 ("Lease Amendment No. 3"), to amend --------------------- certain provisions thereof, Appendix A thereto and certain schedules thereof; and WHEREAS, in order to carry out the provisions of Section 2(e) of the Participation Agreement and such Section 3(d) of the Facility Lease, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee wish to amend the Participation Agreement to establish and preserve the pricing file, which incorporates the Amended Assumptions and the new 35% Tax Rate and other assumptions, created by the Owner Participant in connection with the Tax Rate Change, and reoptimize the amortization schedules for the Outstanding Fixed Rate Notes by entering into this Amendment No. 5. NOW THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. Except as otherwise amended or defined herein and in the recitals, capitalized terms used herein shall have the respective meanings assigned to such terms in Appendix A to the Participation Agreement. SECTION 2. Amendments. (a) Section 2(c) Releveraging. Section 2(c) of ------------------------- the Participation Agreement is amended by inserting in the ninth line thereof after the phrase "Net Economic Return" and before the period the following phrase: "; provided that in order to determine the amount -------- of the non-recourse loans to the Lessor the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Amended Assumptions and the Tax Rate Assumptions". (b) Section 2(d) Refunding of Notes. Section ------------------------------- 2(d) of the Participation Agreement is amended by inserting before the end of the penultimate sentence thereof after the phrase "Net Economic Return" the following phrase: "; provided that in order to determine the -------- foregoing the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Amended Assumptions and the Tax Rate Assumptions". (c) Section 10(b)(3)(ix) Financial Support. The -------------------------------------- second sentence of the third paragraph of Section 10(b)(3)(ix) of the Participation Agreement is amended by deleting the phrase ", then within 120 days following the receipt by the Lessee of the Notice of such fact from the Owner Participant, the Lessee shall replace such Letter of Credit with one issued by an Eligible Bank" and inserting in lieu thereof before the period the following phrase: "("Rating Reduction"), then the Lessee shall within 10 days following the earlier of (a) its becoming aware of such Rating Reduction or (b) its receiving notice thereof from such Issuing Bank, give each Beneficiary notice of such Rating Reduction. After a Rating Reduction and no later than 120 days following receipt by the Lessee of a request from any Beneficiary, the Lessee shall replace such Letter of Credit with one issued by an Eligible Bank". (d) Section 18 Notices, etc. Section 18(iv) of ------------------------ the Participation Agreement is amended by inserting at the end thereof before the semicolon after the phrase "Attention: President" the following phrase: "and if to New Funding Corporation, at c/o J.H. Management Corp., P.O. Box 4024, Boston, Massachusetts 02101-4024, Attention: Nancy D. Smith, President". (e) Appendix A. Appendix A to the Participation ---------- Agreement is amended as follows: (i) by amending the last proviso of the definition of "Eligible Bank" to read in its entirety as follows: "provided, however, that such Letter of Credit -------- Bank shall cease to be an Eligible Bank 120 days following a request from any Beneficiary to the Lessee to replace such Letter of Credit Bank due to a Rating Reduction during the Eligible Period." (ii) by restating the definition of "Funding Corporation" to read as follows: "'Funding Corporation' shall mean, as of the Effective Date of Amendment No. 4 to the Participation Agreement, New Funding Corporation." (iii) by amending the third full paragraph of the definition of "Net Economic Return" by deleting the ------------------- phrase "New Fixed Rate Notes" before the end thereof and inserting in lieu thereof the phrase "Fixed Rate Notes issued pursuant to Supplemental Indenture No. 2". (iv) by inserting in the appropriate alphabetical order the following new definitions: "'Amendment No. 5 to the Participation Agreement' shall mean Amendment No. 5, dated as of September 30, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee." "'Rating Reduction' shall have the meaning set forth in Section 10(b)(3)(ix) of the Participation Agreement." "'Supplemental Indenture No. 2' shall mean the Supplemental Indenture No. 2, dated as of November 1, 1992, to the Indenture, between the Owner Trustee and the Indenture Trustee." "'Tax Rate Adjustment Date' shall have the meaning assigned to such term in Section 4 of Amendment No. 5 to the Participation Agreement." "'Tax Rate Assumptions' shall mean the tax rate change assumptions set forth on Schedule 1 to Amendment No. 5 to the Participation Agreement." "'Tax Rate Change Transaction Expenses' shall mean the amount assigned to such term in Schedule 1 to Amendment No. 5 to the Participation Agreement." (f) Parties In Interest. The parties agree that ------------------- Funding Corporation shall cease to be a party to the Participation Agreement and shall have no further rights, obligations or interest, except as otherwise provided in Section 13 of the Participation Agreement, thereunder. The Participation Agreement is hereby amended generally so that all references to Funding Corporation shall be deemed to refer to New Funding Corporation, to the extent that such references relate to the rights, obligations or interest of Funding Corporation subsequent to the Effective Date of Amendment No. 4 to Participation Agreement. SECTION 3. Implementation. (a) Forms. The forms of Lease Amendment No. 3 ----- and the Reimbursement Agreement among the Lessee, OES Finance Incorporated and Societe Generale (the "Reimbursement Agreement") are attached hereto as Exhibits ----------------------- A and B, respectively, and the reoptimized amortization schedules for the Outstanding Fixed Rate Notes are attached hereto as Exhibits C-1, C-2 and C-3, respectively. (b) Request by the Owner Participant. In -------------------------------- accordance with Section 2.01 of the Trust Agreement subject to the terms and conditions of Section 11(c) of the Participation Agreement, the Owner Participant hereby directs that the Owner Trustee (i) execute and deliver this Amendment No. 5 and Lease Amendment No. 3 (collectively, the "1994 Amendments"), (ii) execute and deliver all other --------------- agreements, instruments and certificates contemplated by the Transaction Documents and the 1994 Amendments, (iii) instruct the Indenture Trustee to (x) consent to Lease Amendment No. 3 and (y) attach the reoptimized amortization schedules (attached hereto as Exhibits C-1, C-2 and C-3) for the Outstanding Fixed Rate Notes in place of the existing amortization schedules to such Fixed Rate Notes and (iv) subject to the terms of the Trust Agreement, to take such other action in connection with the foregoing as the Owner Participant may from time to time direct. (c) Instruction and Consent. In accordance with ----------------------- Section 10.2(ii) of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent to Lease Amendment No. 3 and the Indenture Trustee hereby so consents. (d) Consent of Lessee. In accordance with ----------------- Section 8(b)(2) of the Participation Agreement, the Lessee hereby consents to the revised amortization schedules (attached hereto as Exhibits C-1, C-2 and C-3) to the respective Outstanding Fixed Rate Notes in connection with the Tax Rate Change. (e) Recordations and Filings. The Lessee agrees ------------------------ that it will cause to be made the recordations and filings set forth in Schedule 2 hereto and that such recordations and filings are all of the recordations and filings that are necessary in order to preserve, protect and perfect the Owner Trustee's rights and interests under the Facility Lease, as amended by Amendment Nos. 1, 2, and 3 thereto, and the first and prior security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended. SECTION 4. Conditions To Effectiveness. This Amendment No. 5 shall become effective as of the date first above written if: (a) it shall have been duly executed and delivered by all of the parties hereto and all of the conditions set forth below in this Section 4 shall have been satisfied (the date of such satisfaction being referred to as the "Tax Rate Adjustment Date"); (b) ------------------------ the Owner Participant shall have received a duly executed and delivered, legal, valid, and binding Lease Amendment No. 3 and Amendment No. 2 to the Tax Indemnification Agreement, as corrected, restated and amended heretofore ("TIA Amendment No. 2"); (c) the Owner Participant shall have received the replacement Letter of Credit having Maximum Drawing Amounts (as defined in the Letter of Credit) corresponding to the Modified Special Casualty Values, as adjusted on the date hereof, from Societe Generale, in substantially the form of Exhibit A to the Reimbursement Agreement, in replacement of the existing Letter of Credit issued by Barclays Bank, PLC; (d) the Owner Participant shall have received opinions from Owner Participant's Special Tax Counsel, Lessee's Senior Attorney, Lessee's Special Counsel, Lessee's NRC Counsel, special counsel and special French counsel to Societe Generale and such other opinions as the Owner Participant shall reasonably request and all such opinions shall be in form and substance satisfactory to the Owner Participant; (e) no Default, Event of Default, Event of Loss, Deemed Loss Event, Reimbursement Default, Reimbursement Event of Default, Indenture Default or Indenture Event of Default shall have occurred and be continuing; and (f) subject to the satisfaction of any and all other conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement. SECTION 5. Expenses. (a) On the Tax Rate Adjustment Date, (i) the costs and expenses of the Owner Participant (including, but not limited to, Owner Participant's computer lease analysis expenses, out-of-pocket expenses and legal fees and disbursements of the Owner Participant's counsel, including counsel for each Partner of the Owner Participant, and any financial advisors employed by it) as well as the fees and expenses (including, but not limited to, all computer lease analysis and travel related costs) of the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee, Funding Corporation, New Funding Corporation and the Issuing Bank with respect to the negotiation, execution and delivery of this Amendment No. 5, Lease Amendment No. 3, TIA Amendment No. 2, the replacement Letter of Credit, the transactions contemplated herein and therein and all other agreements, documents or instruments prepared in connection therewith and all fees, taxes, expenses and disbursements incurred by such parties, including, but not limited to, legal fees and disbursements of their counsel, in connection with the transactions contemplated hereby and thereby and (ii) all stenographic, printing, reproduction, and other out-of-pocket expenses (other than investment banking or brokerage fees) incurred in connection with the execution and delivery of this Amendment No. 5, Lease Amendment No. 3, TIA Amendment No. 2, the replacement Letter of Credit and all other agreements, documents or instruments prepared in connection therewith (collectively, the "Tax Rate Change Transaction Expenses") shall be paid ------------------------------------ by the Lessee, on behalf of the Owner Trustee, as Supplemental Rent in accordance with the provisions of this Section 5, Section 20 of the Facility Lease and Sections 14(b)(2)(b) and (g) of the Participation Agreement. (b) Notwithstanding anything in this Section 5 or in Section 14 of the Participation Agreement to the contrary, (i) in the event the transactions contemplated by this Amendment No. 5 shall not be consummated for any reason, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Collateral Trust Trustee, the Owner Trustee, the Owner Participant, Funding Corporation and New Funding Corporation in respect of all Tax Rate Change Transaction Expenses and (ii) in any event, the Lessee shall pay or cause to be paid directly (and not as Supplemental Rent) that portion of the Tax Rate Change Transaction Expenses which exceeds the Tax Rate Change Transaction Expenses payable by the Owner Trustee pursuant to clause (a) above and as indicated on Schedule 1 hereto and shall indemnify and hold the Lessor and the Owner Participant harmless for any such amounts. SECTION 6. Miscellaneous. (a) Execution. This Amendment No. 5 may be --------- executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Amendment No. 5 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are respectively the dates set forth under the signatures hereto, and this Amendment No. 5 shall not be effective until all such signatures shall have been duly affixed and all conditions precedent set forth in Section 4 hereof shall have been satisfied. This Amendment No. 5 amends and modifies the Participation Agreement and is to be read with and form part of the Participation Agreement. On and from the Tax Rate Adjustment Date, any reference in any Transaction Document to the Participation Agreement shall be deemed to refer to the Participation Agreement as amended and modified by Amendment No. 1 thereto, dated as of February 1, 1988, Amendment No. 3 thereto, dated as of March 16, 1988, Amendment No. 4 dated as of November 5, 1992, and this Amendment No. 5. (b) Non-Waiver or Amendment. The agreements ----------------------- contained in this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of any party under any Transaction Document, nor constitute, except as expressly provided in this Amendment No. 5, a waiver of any provision of any Transaction Document. (c) Governing Law. This Amendment No. 5 has ------------- been negotiated and delivered in the State of New York and shall be governed by, and construed in accordance with, the laws of the State of New York. (d) Responsibility for Recitals. The recitals --------------------------- contained herein shall be taken as the statements of the Lessee, and the other parties hereto assume no responsibility for the correctness of the same. IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Amendment No. 5 to the Participation Agreement to be duly executed by its respective officers thereunto duly authorized as of the dates set forth below. BVPS FUNDING CORPORATION By:____\s\_M.A. Ferrucci_____ Name:___M.A. FERRUCCI________ Title:__President____________ Date:___September 30, 1994___ BVPS II FUNDING CORPORATION By:_____\s\ Lannhi Tran______ Name:____LANNHI TRAN_________ Title:___Vice President______ Date:____September 30, 1994__ THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, as corrected and restated with the Owner Participant By:______\s\ J.E. Mogavero___ Name:____J.E. Mogavero_______ Title:___Authorized Officer__ Date:____September 30, 1994___ THE BANK OF NEW YORK, in its individual capacity and as Indenture Trustee under a Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987, as corrected, restated and amended with The First National Bank of Boston in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, with the Owner Participant. By:_____\s\ W.T. Cunningham__ Name:___W.T. Cunningham______ Title:__Vice President_______ Date:___September 30, 1994___ OHIO EDISON COMPANY, as Lessee By:_____\s\ R.H. Marsh_______ Name:___R.H. MARSH___________ Title:___TREASURER___________ Date:____September 30, 1994__ BEAVER VALLEY TWO PI LIMITED PARTNERSHIP, as Owner Participant By: BEAVER VALLEY TWO PI, INC., its Managing Partner By:_____\s\ David D. Elliman_ Name:____David D. Elliman____ Title:___Chairman____________ Date:____September 30, 1994__ SCHEDULE 1 TO AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT ------------------------ TAX RATE CHANGE ASSUMPTIONS --------------------------- SEE WARREN & SELBERT ABC FILE OEBVTXMARCAPFINR DATED 25-SEP-1994 21:51:39 (A HARD COPY OF WHICH IS RETAINED IN THE FILES OF OWNER PARTICIPANT) 1. Tax Rate Change Transaction Expenses $45,428.57 paid on the Tax Rate Adjustment Date by the Lessee on behalf of the Owner Trustee as Supplemental Rent and amortized for Federal income tax purposes on a straight line basis over the remaining Basic Lease Term. 2. Owner Participant's Marginal Federal Tax Rate 35 percent in 1993 and each year after. 3. Basic Rent payments See Schedule 1 to Amendment No. 3 to Facility Lease. 4. Amortization of Notes See Exhibits C-1, C-2 and C-3 to Amendment No. 5 to Participation Agreement. SCHEDULE 2 TO AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT ----------------------- RECORDATIONS AND FILINGS ------------------------ UCC-1 Financing Statements and Other Filings A. Secretary of Commonwealth, Pennsylvania (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. B. County Recorder, Summit County, Ohio: (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. C. Secretary of State, Ohio (i) A financing statement on Form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. EXHIBIT A TO AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT ------------- [FORM OF LEASE AMENDMENT NO. 3] EXHIBIT B TO AMENDMENT NO. 5 TO PARTICIPATION AGREEMENT ------------- [FORM OF REIMBURSEMENT AGREEMENT] EXHIBIT C-1 to Amendment No. 5 to Participation Agreement ----------------------- AMORTIZATION SCHEDULE FOR 7.38% FIXED RATE NOTE ----------------------------------------------- (Beaver Valley Two Pi) Interest Rate 7.38000% Average Life 5.65719 Years; Duration 4.68989 Years
Date Draw Down Debt Service Interest Principal Balance ---- --------- ------------ -------- --------- ------- Nov. 5, 1992 2860000.00 2860000.00 Dec. 1, 1992 1 15243.80 15243.80 0.00 2860000.00 Jun. 1, 1993 2 105534.00 105534.00 0.00 2860000.00 Dec. 1, 1993 3 105534.00 105534.00 0.00 2860000.00 Jun. 1, 1994 4 105534.00 105534.00 0.00 2860000.00 Dec. 1, 1994 5 105534.00 105534.00 0.00 2860000.00 Jun. 1, 1995 6 105534.00 105534.00 0.00 2860000.00 Dec. 1, 1995 7 228534.00 105534.00 123000.00 2737000.00 Jun. 1, 1996 8 270995.30 100995.30 170000.00 2567000.00 Dec. 1, 1996 9 270722.30 94772.30 176000.00 2391000.00 Jun. 1, 1997 10 273227.90 88227.90 185000.00 2206000.00 Dec. 1, 1997 11 447401.40 81401.40 366000.00 1840000.00 Jun. 1, 1998 12 448896.00 67896.00 381000.00 1459000.00 Dec. 1, 1998 13 461837.10 53837.10 408000.00 1051000.00 Jun. 1, 1999 14 554781.90 38781.90 516000.00 535000.00 Dec. 1, 1999 15 554741.50 19741.50 535000.00 0.00 Jun. 1, 2000 16 0.00 0.00 0.00 0.00 Dec. 1, 2000 17 0.00 0.00 0.00 0.00 Jun. 1, 2001 18 0.00 0.00 0.00 0.00 Dec. 1, 2001 19 0.00 0.00 0.00 0.00 Jun. 1, 2002 20 0.00 0.00 0.00 0.00 Dec. 1, 2002 21 0.00 0.00 0.00 0.00 Jun. 1, 2003 22 0.00 0.00 0.00 0.00 Dec. 1, 2003 23 0.00 0.00 0.00 0.00 Jun. 1, 2004 24 0.00 0.00 0.00 0.00 Dec. 1, 2004 25 0.00 0.00 0.00 0.00 Jun. 1, 2005 26 0.00 0.00 0.00 0.00 Dec. 1, 2005 27 0.00 0.00 0.00 0.00 Jun. 1, 2006 28 0.00 0.00 0.00 0.00 Dec. 1, 2006 29 0.00 0.00 0.00 0.00 Jun. 1, 2007 30 0.00 0.00 0.00 0.00 Dec. 1, 2007 31 0.00 0.00 0.00 0.00 Jun. 1, 2008 32 0.00 0.00 0.00 0.00 Dec. 1, 2008 33 0.00 0.00 0.00 0.00 Jun. 1, 2009 34 0.00 0.00 0.00 0.00 Dec. 1, 2009 35 0.00 0.00 0.00 0.00 Jun. 1, 2010 36 0.00 0.00 0.00 0.00 Dec. 1, 2010 37 0.00 0.00 0.00 0.00 Jun. 1, 2011 38 0.00 0.00 0.00 0.00
Date Draw Down Debt Service Interest Principal Balance ---- --------- ------------ -------- --------- ------- Dec. 1, 2011 39 0.00 0.00 0.00 0.00 Jun. 1, 2012 40 0.00 0.00 0.00 0.00 Dec. 1, 2012 41 0.00 0.00 0.00 0.00 Jun. 1, 2013 42 0.00 0.00 0.00 0.00 Dec. 1, 2013 43 0.00 0.00 0.00 0.00 Jun. 1, 2014 44 0.00 0.00 0.00 0.00 Dec. 1, 2014 45 0.00 0.00 0.00 0.00 Jun. 1, 2015 46 0.00 0.00 0.00 0.00 Dec. 1, 2015 47 0.00 0.00 0.00 0.00 Jun. 1, 2016 48 0.00 0.00 0.00 0.00 Dec. 1, 2016 49 0.00 0.00 0.00 0.00 Jun. 1, 2017 50 0.00 0.00 0.00 0.00 ------------ ---------- ---------- ---------- 2860000.00 4054051.20 1194051.20 2860000.00
EXHIBIT C-2 to Amendment No. 5 to Participation Agreement ----------------------- AMORTIZATION SCHEDULE FOR 8.33% FIXED RATE NOTE ----------------------------------------------- (Beaver Valley Two Pi) Interest Rate 8.33000% Average Life 12.23588 Years; Duration 7.81423 Years
Date Draw Down Debt Service Interest Principal Balance ---- --------- ------------ -------- --------- ------- Nov. 5, 1992 1 2722000.00 12722000.00 Dec. 1, 1992 2 76536.97 76536.97 0.00 12722000.00 Jun. 1, 1993 3 529871.30 529871.30 0.00 12722000.00 Dec. 1, 1993 4 529871.30 529871.30 0.00 12722000.00 Jun. 1, 1994 5 529871.30 529871.30 0.00 12722000.00 Dec. 1, 1994 6 529871.30 529871.30 0.00 12722000.00 Jun. 1, 1995 7 529871.30 529871.30 0.00 12722000.00 Dec. 1, 1995 8 529871.30 529871.30 0.00 12722000.00 Jun. 1, 1996 9 529871.30 529871.30 0.00 12722000.00 Dec. 1, 1996 10 529871.30 529871.30 0.00 12722000.00 Jun. 1, 1997 11 529871.30 529871.30 0.00 12722000.00 Dec. 1, 1997 12 529871.30 529871.30 0.00 12722000.00 Jun. 1, 1998 13 529871.30 529871.30 0.00 12722000.00 Dec. 1, 1998 14 529871.30 529871.30 0.00 12722000.00 Jun. 1, 1999 15 529871.30 529871.30 0.00 12722000.00 Dec. 1, 1999 16 529871.30 529871.30 0.00 12722000.00 Jun. 1, 2000 17 933871.30 529871.30 404000.00 12318000.00 Dec. 1, 2000 18 907044.70 513044.70 394000.00 11924000.00 Jun. 1, 2001 19 1061634.60 496634.60 565000.00 11359000.00 Dec. 1, 2001 20 997102.35 473102.35 524000.00 10835000.00 Jun. 1, 2002 21 1059277.75 451277.75 608000.00 10227000.00 Dec. 1, 2002 22 988954.55 425954.55 563000.00 9664000.00 Jun. 1, 2003 23 1054505.60 402505.60 652000.00 9012000.00 Dec. 1, 2003 24 979349.80 375349.80 604000.00 8408000.00 Jun. 1, 2004 25 1050193.20 350193.20 700000.00 7708000.00 Dec. 1, 2004 26 1081038.20 321038.20 760000.00 6948000.00 Jun. 1, 2005 27 1080384.20 289384.20 791000.00 6157000.00 Dec. 1, 2005 28 1166439.05 256439.05 910000.00 5247000.00 Jun. 1, 2006 29 1097537.55 218537.55 879000.00 4368000.00 Dec. 1, 2006 30 1578927.20 181927.20 1397000.00 2971000.00 Jun. 1, 2007 31 1578742.15 123742.15 1455000.00 1516000.00 Dec. 1, 2007 32 1579141.40 63141.40 1516000.00 0.00 Jun. 1, 2008 33 0.00 0.00 0.00 0.00 Dec. 1, 2008 34 0.00 0.00 0.00 0.00 Jun. 1, 2009 35 0.00 0.00 0.00 0.00 Dec. 1, 2009 36 0.00 0.00 0.00 0.00 Jun. 1, 2010 37 0.00 0.00 0.00 0.00 Dec. 1, 2010 38 0.00 0.00 0.00 0.00
Date Draw Down Debt Service Interest Principal Balance ---- --------- ------------ -------- --------- ------- Jun. 1, 2011 39 0.00 0.00 0.00 0.00 Dec. 1, 2011 40 0.00 0.00 0.00 0.00 Jun. 1, 2012 41 0.00 0.00 0.00 0.00 Dec. 1, 2012 42 0.00 0.00 0.00 0.00 Jun. 1, 2013 43 0.00 0.00 0.00 0.00 Dec. 1, 2013 44 0.00 0.00 0.00 0.00 Jun. 1, 2014 45 0.00 0.00 0.00 0.00 Dec. 1, 2014 46 0.00 0.00 0.00 0.00 Jun. 1, 2015 47 0.00 0.00 0.00 0.00 Dec. 1, 2015 48 0.00 0.00 0.00 0.00 Jun. 1, 2016 49 0.00 0.00 0.00 0.00 Dec. 1, 2016 50 0.00 0.00 0.00 0.00 Jun. 1, 2017 51 0.00 0.00 0.00 0.00 ----------- ----------- ----------- ----------- 12722000.00 25688878.77 12966878.77 12722000.00
EXHIBIT C-3 to Amendment No. 5 to Participation Agreement ----------------------- AMORTIZATION SCHEDULE FOR 8.33% FIXED RATE NOTE ----------------------------------------------- (Beaver Valley Two Pi) Interest Rate 8.89000% Average Life 20.72917 Years; Duration 9.76609 Years
Date Draw Down Debt Service Interest Principal Balance ---- --------- ------------ -------- --------- ------- Nov. 5, 1992 22488000.00 22488000.00 Dec. 1, 1992 1 144385.45 144385.45 0.00 22488000.00 Jun. 1, 1993 2 999591.60 999591.60 0.00 22488000.00 Dec. 1, 1993 3 999591.60 999591.60 0.00 22488000.00 Jun. 1, 1994 4 999591.60 999591.60 0.00 22488000.00 Dec. 1, 1994 5 999591.60 999591.60 0.00 22488000.00 Jun. 1, 1995 6 999591.60 999591.60 0.00 22488000.00 Dec. 1, 1995 7 999591.60 999591.60 0.00 22488000.00 Jun. 1, 1996 8 999591.60 999591.60 0.00 22488000.00 Dec. 1, 1996 9 999591.60 999591.60 0.00 22488000.00 Jun. 1, 1997 10 999591.60 999591.60 0.00 22488000.00 Dec. 1, 1997 11 999591.60 999591.60 0.00 22488000.00 Jun. 1, 1998 12 999591.60 999591.60 0.00 22488000.00 Dec. 1, 1998 13 999591.60 999591.60 0.00 22488000.00 Jun. 1, 1999 14 999591.60 999591.60 0.00 22488000.00 Dec. 1, 1999 15 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2000 16 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2000 17 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2001 18 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2001 19 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2002 20 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2002 21 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2003 22 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2003 23 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2004 24 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2004 25 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2005 26 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2005 27 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2006 28 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2006 29 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2007 30 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2007 31 999591.60 999591.60 0.00 22488000.00 Jun. 1, 2008 32 999591.60 999591.60 0.00 22488000.00 Dec. 1, 2008 33 1303591.60 999591.60 304000.00 22184000.00 Jun. 1, 2009 34 1958078.80 986078.80 972000.00 21212000.00 Dec. 1, 2009 35 2066873.40 942873.40 1124000.00 20088000.00 Jun. 1, 2010 36 1924911.60 892911.60 1032000.00 19056000.00 Dec. 1, 2010 37 2037039.20 847039.20 1190000.00 17866000.00 Jun. 1, 2011 38 1886143.70 794143.70 1092000.00 16774000.00
Date Draw Down Debt Service Interest Principal Balance ---- --------- ------------ -------- --------- ------- Dec. 1, 2011 39 2004604.30 745604.30 1259000.00 15515000.00 Jun. 1, 2012 40 1844641.75 689641.75 1155000.00 14360000.00 Dec. 1, 2012 41 1971302.00 638302.00 1333000.00 13027000.00 Jun. 1, 2013 42 2336050.15 579050.15 1757000.00 11270000.00 Dec. 1, 2013 43 2578951.50 500951.50 2078000.00 9192000.00 Jun. 1, 2014 44 2578584.40 408584.40 2170000.00 7022000.00 Dec. 1, 2014 45 629127.90 312127.90 317000.00 6705000.00 Jun. 1, 2015 46 1843037.25 298037.25 1545000.00 5160000.00 Dec. 1, 2015 47 334362.00 229362.00 305000.00 4855000.00 Jun. 1, 2016 48 1655804.75 215804.75 1440000.00 3415000.00 Dec. 1, 2016 49 1816796.75 151796.75 1665000.00 1750000.00 Jun. 1, 2017 50 1827787.30 77787.50 1750000.00 0.00 ----------- ----------- ----------- ---------- 22488000.00 63929413.60 41441413.60 2488000.00
CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS AMENDED BY THIS AMENDMENT NO. 3 THERETO HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE BANK OF NEW YORK, AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE DATED AS OF SEPTEMBER 15, 1987, AS CORRECTED AND RESTATED AND AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE NO. 1 THERETO, DATED AS OF FEBRUARY 1, 1988, AND BY THE SUPPLEMENTAL INDENTURE NO. 2 THERETO, DATED AS OF NOVEMBER 1, 1992. THIS AMENDMENT NO. 3 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(b) OF THIS AMENDMENT NO. 3 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART ___________________________________________________________ AMENDMENT NO. 3 dated as of September 30, 1994 to FACILITY LEASE dated as of September 15, 1987, as corrected and restated and amended as of February 1, 1988, and further amended as of November 5, 1992, between THE FIRST NATIONAL BANK OF BOSTON not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, as corrected and restated with BEAVER VALLEY TWO PI LIMITED PARTNERSHIP, as Lessor and OHIO EDISON COMPANY, as Lessee ___________________________________________________________ Original Facility Lease Recorded on October 1, 1987, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. Corrective and Restated Facility Lease Recorded on December __, 1987, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. Amendment No. 1 to Facility Lease Recorded on December __, 1987, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. Amendment No. 2 to Facility Lease Recorded on November __, 1992, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. AMENDMENT NO. 3, dated as of September 30, 1994 ("Amendment No. 3"), to the Facility Lease, dated September 15, 1987, as corrected and restated and as amended by Amendment No. 1 thereto, dated as of February 1, 1988 ("Amendment No. 1"), and Amendment No. 2 thereto, dated as of November 5, 1992 ("Amendment No. 2"), all as in effect on the date hereof (the "Facility Lease"), between THE FIRST NATIONAL BANK OF BOSTON, a national banking association, not in its individual capacity, but solely as Owner Trustee (the "Lessor") under a Trust Agreement, dated as of September 15, 1987, with BEAVER VALLEY TWO PI LIMITED PARTNERSHIP, as Owner Participant and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). W I T N E S S E T H : ------------------- WHEREAS, the Lessor and the Lessee have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; and WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values so as to preserve Owner Participant's Net Economic Return in the event, among other things, of any Tax Rate Change occurring prior to the twentieth anniversary of the Closing Date, which results in the change in Tax Rate from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103-66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, as a result of the Tax Rate Change, in order to carry out the provisions of Section 3(d) of the Facility Lease, the Owner Trustee and the Lessee desire to execute this Amendment No. 3 to amend certain Sections of the Facility Lease, amend Appendix A thereto, and amend the schedules of Basic Rent percentages, Casualty Values, Special Casualty Values and Modified Special Casualty Values pursuant to Sections 3(d) and 3(f) of the Facility Lease. NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions ----------- For purposes hereof, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Facility Lease. SECTION 2. Supplements and Amendments -------------------------- (a) Section 3(e) Other Adjustments to Rent. -------------------------------------- Section 3(e) of the Facility Lease is amended by inserting before the end of the proviso contained in the second sentence thereof after the phrase "or this Section 3(e)" the following phrase: "; provided further that in order to determine ---------------- the foregoing adjustments the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Amended Assumptions and the Tax Rate Assumptions". (b) Computation of Adjustments. Section 3(f) of -------------------------- the Facility Lease is hereby amended as follows: (i) by amending subparagraph (i)(A) by deleting the phrase "this Participation Agreement" and inserting in lieu thereof the phrase "the Participation Agreement" and (ii) by amending subparagraph (v) by (a) inserting in the second parenthetical in the third sentence thereof after the phrase "the pricing file" the phrase "which incorporates the Amended Assumptions and the Tax Rate Assumptions" and (b) inserting before the end thereof after the last parenthetical thereof the phrase "while preserving Net Economic Return". (c) Definitions. Appendix A to the Facility ----------- Lease is amended as set forth in Amendment No. 5, dated as of September 30, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee, in respect of Appendix A thereto. (d) Schedules. Schedules 1 through 4 of the --------- Facility Lease are hereby amended as follows: (i) Schedule 1 entitled "Basic Rent Percentages" is deleted in its entirety and is hereby replaced with Schedule 1 hereto. (ii) Schedule 2 entitled "Schedule of Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 2 hereto. (iii) Schedule 3 entitled "Schedule of Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 3 hereto. (iv) Schedule 4 entitled "Schedule of Modified Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 4 hereto. SECTION 3. Miscellaneous ------------- (a) Execution. This Amendment No. 3 may be --------- executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. (b) Original Counterpart. The single executed -------------------- original of this Amendment No. 3 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Amendment No. 3. No security interest in this Amendment No. 3 may be created or continued through the transfer or possession of any counterpart other than the "Original." (c) Effectiveness. Although this Amendment No. ------------- 3 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are, respectively, the dates set forth under the signatures hereto, and this Amendment No. 3 shall become effective as of the Tax Rate Adjustment Date (as defined in Amendment No. 5 to the Participation Agreement) when all conditions precedent to the Tax Rate Adjustment Date shall have been satisfied and this Amendment No. 3 shall have been duly executed and delivered by all of the parties hereto, is executed and shall be construed as an amendment and supple- ment to the Facility Lease, and as provided in the Facility Lease, this Amendment No. 3 forms a part thereof. On and from the Tax Rate Adjustment Date any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease, as corrected and restated and as amended and modified by Amendment No. 1, Amendment No. 2 and this Amendment No. 3 and the Facility Lease, as so amended, remains in full force and effect in accordance with its terms. (d) Non-Waiver or Amendment. The agreements ----------------------- contained in this Amendment No. 3 shall not, except as expressly provided in this Amendment No. 3, operate as a waiver of any right, power or remedy of any party under any Transaction Document nor constitute, except as expressly provided in this Amendment No. 3, a waiver of any provision of any Transaction Document. (e) Governing Law. This Amendment No. 3 shall ------------- be governed by and construed in accordance with the laws of the State of New York, except to the extent that the laws of the Commonwealth of Pennsylvania govern the creation of, and perfection of, the leasehold estate hereunder and the exercise of rights and remedies with respect to such leasehold estate and except to the extent that the Federal laws of the United States are mandatorily applicable. IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Amendment No. 3 to be duly executed as of the date set forth above by their respective officers thereunto duly organized. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, as corrected and restated, with BEAVER VALLEY TWO PI LIMITED PARTNERSHIP, as Lessor Attest: \s\ Emily Lea By \s\ J.E. Mogavero --------------------- ------------------------- Name: Emily Lea Name: J.E. Mogavero Title: Account Manager Title: Authorized Officer [Corporate Seal] OHIO EDISON COMPANY, as Lessee Attest: \s\ G.F. LaFlame By \s\ R.H. Marsh --------------------- -------------------------- Name: G.F. LaFlame Name: R.H. Marsh Title: Secretary Title: Treasurer [Corporate Seal] COMMONWEALTH OF MASSACHUSETTS ) : ss.: COUNTY OF NORFOLK ) ON THIS, the 27th day of September, 1994, before me a Notary Public, personally appeared James E. Mogavero, who acknowledged himself to be a Authorized Officer of THE FIRST NATIONAL BANK OF BOSTON, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the national banking association by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\ Bernadette L. May, Bernadette L. May ----------------------------------------- Notary Public My Commission Expires: October 31, 1997 STATE OF OHIO ) : ss.: COUNTY OF SUMMIT ) ON THIS, the 30th day of September, 1994, before me a Notary Public in and for said County and State, personally appeared R.H. Marsh, who acknowledged himself to be a Treasurer of OHIO EDISON COMPANY, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\ Susie M. Hoisten ------------------------------- Notary Public Susie M. Hoisten - Notary Public Residence - Summit County State Wide Jurisdiction, Ohio My Commission Expires Nov. 4, 1996 I.B. ---- CERTAIN OF THE RIGHT, TITLE AND INTEREST IN AND TO THIS AMENDMENT NO. 3 TO FACILITY LEASE OF THE FIRST NATIONAL BANK OF BOSTON, AS OWNER TRUSTEE UNDER THE TRUST AGREEMENT, DATED AS OF SEPTEMBER 15, 1987, AS CORRECTED AND RESTATED TO THE DATE HEREOF, BETWEEN THE FIRST NATIONAL BANK OF BOSTON AND BEAVER VALLEY TWO PI LIMITED PARTNERSHIP HAS BEEN ASSIGNED TO AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, UNDER THE TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE, DATED AS OF SEPTEMBER 15, 1987, AS CORRECTED AND RESTATED AND AS SUPPLEMENTED TO THE DATE HEREOF, FOR THE BENEFIT OF THE HOLDERS OF THE NOTES REFERRED TO IN SUCH TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF FACILITY LEASE. THIS AMENDMENT NO. 3 TO FACILITY LEASE HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. ONLY THAT COUNTERPART TO BE DEEMED THE ORIGINAL COUNTERPART FOR CHATTEL PAPER PURPOSES CONTAINS THIS RECEIPT THEREFOR EXECUTED BY THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, ON THE SIGNATURE PAGES THEREOF AND NO SECURITY INTEREST IN THIS AMENDMENT NO. 3 TO FACILITY LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THIS EXECUTED ORIGINAL COUNTERPART. SEE SECTION 22(e) OF THE FACILITY LEASE FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS COUNTERPARTS HEREOF. Receipt of this original counterpart of the foregoing Amendment No. 3 To Facility Lease is hereby acknowledged on this ___ day of ____, 1994. THE BANK OF NEW YORK, as Indenture Trustee By__________________________ Name: Title: SCHEDULE 1 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- BASIC RENT PERCENTAGES ---------------------- Beaver Valley Two Pi L.P. Date $ % ---- - - Dec 1 1994 1,635,187.23 3.23767072 Jun 1 1995 1,635,187.23 3.23767072 Dec 1 1995 1,798,705.95 3.56143779 Jun 1 1996 1,801,079.57 3.56613754 Dec 1 1996 1,801,079.57 3.56613754 Jun 1 1997 1,802,793.92 3.56953197 Dec 1 1997 1,979,473.17 3.91935687 Jun 1 1998 1,979,473.17 3.91935687 Dec 1 1998 1,991,907.28 3.94397641 Jun 1 1999 2,084,974.73 4.12824997 Dec 1 1999 2,084,974.73 4.12824997 Jun 1 2000 2,128,731.98 4.21488933 Dec 1 2000 2,128,731.98 4.21488933 Jun 1 2001 2,235,168.58 4.42563379 Dec 1 2001 2,235,168.58 4.42563379 Jun 1 2002 2,346,927.01 4.64691548 Dec 1 2002 2,346,927.01 4.64691548 Jun 1 2003 2,349,532.63 4.65207461 Dec 1 2003 2,579,014.09 5.10644790 Jun 1 2004 2,579,014.09 5.10644790 Dec 1 2004 2,579,014.09 5.10644790 Jun 1 2005 2,579,014.09 5.10644790 Dec 1 2005 2,579,014.09 5.10644790 Jun 1 2006 2,579,014.09 5.10644790 Dec 1 2006 2,579,014.09 5.10644790 Jun 1 2007 2,579,014.09 5.10644790 Dec 1 2007 2,579,014.09 5.10644790 Jun 1 2008 2,579,014.09 5.10644790 Dec 1 2008 2,579,014.09 5.10644790 Jun 1 2009 2,579,014.09 5.10644790 Dec 1 2009 2,579,014.09 5.10644790 SCHEDULE 1 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- Date $ % ---- - - Jun 1 2010 2,579,014.09 5.10644790 Dec 1 2010 2,579,014.09 5.10644790 Jun 1 2011 2,579,014.09 5.10644790 Dec 1 2011 2,579,014.09 5.10644790 Jun 1 2012 2,579,014.09 5.10644790 Dec 1 2012 2,579,014.09 5.10644790 Jun 1 2013 2,579,014.09 5.10644790 Dec 1 2013 2,579,014.09 5.10644790 Jun 1 2014 2,579,014.09 5.10644790 Dec 1 2014 2,579,014.09 5.10644790 Jun 1 2015 2,579,014.09 5.10644790 Dec 1 2015 2,579,014.09 5.10644790 Jun 1 2016 2,579,014.09 5.10644790 Dec 1 2016 2,579,014.09 5.10644790 Jun 1 2017 2,579,014.09 5.10644790 SCHEDULE 2 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- CASUALTY VALUES Beaver Valley Two Pi L.P. (Expressed as Percentage of Facility Cost) ------------------------------------------ Date % of Facility Cost ---- ------------------ Dec 1 1994 113.89093130 Jun 1 1995 114.49082411 Dec 1 1995 114.65496961 Jun 1 1996 114.70891433 Dec 1 1996 114.63043681 Jun 1 1997 114.44436984 Dec 1 1997 113.86855976 Jun 1 1998 113.27298393 Dec 1 1998 112.63224272 Jun 1 1999 111.78503957 Dec 1 1999 110.90890079 Jun 1 2000 109.93477374 Dec 1 2000 108.94377608 Jun 1 2001 107.71510252 Dec 1 2001 106.47119825 Jun 1 2002 104.97577009 Dec 1 2002 103.45287051 Jun 1 2003 101.87925878 Dec 1 2003 99.83393628 Jun 1 2004 97.70858451 Dec 1 2004 95.53102035 Jun 1 2005 93.28767654 Dec 1 2005 90.99361685 Jun 1 2006 88.63829028 Dec 1 2006 86.23349315 Jun 1 2007 83.80559258 Dec 1 2007 81.38625524 Jun 1 2008 78.95892189 SCHEDULE 2 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- Date % of Facility Cost ---- ------------------ Dec 1 2008 76.38466597 Jun 1 2009 73.67153197 Dec 1 2009 70.89326738 Jun 1 2010 68.03581181 Dec 1 2010 65.11001928 Jun 1 2011 62.10110310 Dec 1 2011 59.02060776 Jun 1 2012 55.85291422 Dec 1 2012 52.61029110 Jun 1 2013 49.27630297 Dec 1 2013 45.90810514 Jun 1 2014 42.51314886 Dec 1 2014 39.13073560 Jun 1 2015 35.54168329 Dec 1 2015 31.89055429 Jun 1 2016 28.02570452 Dec 1 2016 24.07178000 Jun 1 2017 20.00000000 SCHEDULE 3 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- SPECIAL CASUALTY VALUES Beaver Valley Two Pi L.P. (Expressed as Percentage of Facility Cost) ------------------------------------------ Date % of Facility Cost ---- ------------------ Dec 1 1994 112.52790430 Jun 1 1995 113.06607730 Dec 1 1995 113.16570823 Jun 1 1996 113.15221706 Dec 1 1996 113.00325007 Jun 1 1997 112.74350177 Dec 1 1997 112.09067395 Jun 1 1998 111.41459291 Dec 1 1998 110.68970110 Jun 1 1999 109.75453689 Dec 1 1999 108.78645405 Jun 1 2000 107.71621958 Dec 1 2000 106.62476262 Jun 1 2001 105.29108081 Dec 1 2001 103.93741338 Jun 1 2002 102.32725182 Dec 1 2002 100.68442355 Jun 1 2003 98.98545259 Dec 1 2003 96.80909442 Jun 1 2004 94.54677349 Dec 1 2004 92.22603801 Jun 1 2005 89.83303988 Dec 1 2005 87.38254931 Jun 1 2006 84.86370844 Dec 1 2006 82.28799285 Jun 1 2007 79.68143439 Dec 1 2007 77.07534928 Jun 1 2008 74.45281195 Dec 1 2008 71.67451294 Jun 1 2009 68.74809648 SCHEDULE 3 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- Date % of Facility Cost ---- ------------------ Dec 1 2009 65.74689169 Jun 1 2010 62.65640089 Dec 1 2010 59.48702095 Jun 1 2011 56.22348738 Dec 1 2011 52.87684520 Jun 1 2012 49.43095332 Dec 1 2012 45.89753463 Jun 1 2013 42.25958330 Dec 1 2013 38.57365838 Jun 1 2014 34.84658788 Dec 1 2014 31.11702179 Jun 1 2015 27.16509707 Dec 1 2015 23.13466428 Jun 1 2016 18.87333531 Dec 1 2016 14.50497844 Jun 1 2017 10.00000000 SCHEDULE 4 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- MODIFIED SPECIAL CASUALTY VALUES Beaver Valley Two Pi L.P. Date % of Facility Cost $ ---- ------------------ - Dec 1 1994 35.78665415 18,074,067.75 Jun 1 1995 36.26310734 18,314,700.68 Dec 1 1995 36.62199077 18,495,954.93 Jun 1 1996 36.79829010 18,584,995.00 Dec 1 1996 36.92785417 18,650,431.40 Jun 1 1997 36.95915787 18,666,241.35 Dec 1 1997 36.95895368 18,666,138.22 Jun 1 1998 36.95378813 18,663,529.36 Dec 1 1998 36.95158188 18,662,415.09 Jun 1 1999 36.95037947 18,661,807.81 Dec 1 1999 36.94973256 18,661,481.09 Jun 1 2000 36.96841820 18,670,918.28 Dec 1 2000 36.60973860 18,489,766.97 Jun 1 2001 36.19440502 18,280,002.53 Dec 1 2001 35.89626828 18,129,428.42 Jun 1 2002 35.47338772 17,915,852.38 Dec 1 2002 34.96461070 17,658,894.29 Jun 1 2003 34.30660856 17,326,569.98 Dec 1 2003 33.79831647 17,069,856.80 Jun 1 2004 32.64475645 16,487,250.73 Dec 1 2004 31.62457655 15,972,008.36 Jun 1 2005 30.64939902 15,479,494.45 Dec 1 2005 29.67388897 14,986,812.61 Jun 1 2006 28.86837877 14,579,989.28 Dec 1 2006 27.93465323 14,108,410.72 Jun 1 2007 28.03070328 14,156,920.85 Dec 1 2007 28.23875988 14,261,999.94 Jun 1 2008 28.54771854 14,418,039.67 SCHEDULE 4 to AMENDMENT NO. 3 TO FACILITY LEASE ----------------- Date % of Facility Cost $ ---- ------------------ - Dec 1 2008 25.56537643 12,911,806.28 Jun 1 2009 23.05435286 11,643,612.55 Dec 1 2009 21.84031458 11,030,461.91 Jun 1 2010 20.84123290 10,525,875.20 Dec 1 2010 19.56245290 9,880,026.72 Jun 1 2011 18.50523502 9,346,078.29 Dec 1 2011 17.15071402 8,661,976.78 Jun 1 2012 16.03024964 8,096,085.68 Dec 1 2012 14.59458810 7,371,004.09 Jun 1 2013 13.40933224 6,772,390.02 Dec 1 2013 13.03917556 6,585,442.20 Jun 1 2014 13.27731768 6,705,716.00 Dec 1 2014 13.68818264 6,913,223.55 Jun 1 2015 10.02894500 5,065,123.74 Dec 1 2015 8.81428541 4,451,659.30 Jun 1 2016 4.78722059 2,417,788.18 Dec 1 2016 2.98236721 1,506,246.07 Jun 1 2017 1.48742865 751,226.59 =========================================================== AMENDMENT NO. 1 dated as of November 5, 1992 to CORRECTIVE TAX INDEMNIFICATION AGREEMENT dated as of September 15, 1987 between BEAVER VALLEY TWO PI, INC., and PAROCK LIMITED PARTNERSHIP, as General Partners and OHIO EDISON COMPANY, as Lessee =========================================================== Sale and Leaseback of an Undivided Interest in Beaver Valley Nuclear Power Plant Unit 2 =========================================================== AMENDMENT NO. 1, dated as of November 5, 1992, to TAX INDEMNIFICATION AGREEMENT, dated as of September 15, 1987, between BEAVER VALLEY TWO PI, INC., a Pennsylvania corporation, and PAROCK LIMITED PARTNERSHIP, a New York limited partnership (collectively, the "General Partners" and, individually, a "General Partner") and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the meaning set forth in an Appendix A to the Participation Agreement, dated as of September 15, 1987, among Beaver Valley Two Pi Limited Partnership, the Original Loan Participants listed on Schedule l thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among Beaver Valley Two Pi Limited Partnership, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement"). WHEREAS, the Limited Partner and the General Partners have executed the Limited Partnership Agreement pursuant to which the General Partners have acquired a general partnership interest in the Owner Participant, and the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant desire to refinance the Fixed Rate Notes and the Collateralized Lease Bonds and have entered into the Refinancing Agreement; and WHEREAS, the General Partners and the Lessee have heretofore executed the Corrective Tax Indemnification Agreement, dated as of September 15, 1987 (the "Tax Indemnification Agreement"), and desire to amend the Tax Indemnification Agreement as hereinafter provided to clarify their respective rights and obligations arising from the Refinancing; NOW, THEREFORE, THIS AGREEMENT WITNESSETH: The Tax Indemnification Agreement is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. The preamble thereof is amended by (i) inserting the words ", as amended from time to time" immediately after the words "and the Lessee" and immediately before the words "(the "Participation Agreement")" and (ii) inserting the words "or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among Beaver Valley Pi Limited Partnership, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and the Lessee (the "Refinancing Agreement")" immediately after the words "(the "Participation Agreement")" and immediately before the period ending the sentence. 2. Section 1(a)(10) thereof is amended by inserting the words "the Retirement Premium Deduction, as defined below, the Refinancing Amortization Deductions, as defined below)" immediately after the words "the Interest Deductions," and immediately before the words "and the Amortization Deductions". 3. Section 1(a)(12) thereof is amended (i) by inserting the words "Except as otherwise provided in Section 5 of the Refinancing Agreement," immediately before the words "Basic Rent will be paid on" and (ii) by inserting the words "Except as otherwise provided in Section 5 of the Refinancing Agreement," immediately before the words "Basic Rent will be payable in arrears". 4. Section 1(a)(13) thereof is amended (i) by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than (a) payment" and (ii) by deleting in clause (b) thereof the words "six-month period ending on each Basic Rent Payment Date," and replacing them with the words "period to which each payment of Basic Rent relates, as set forth in the Facility Lease,". 5. Section 1(a)(17) thereof is amended by inserting the words "and the Refinancing Documents" immediately after the words "the Transaction Documents" and immediately before the words "using the accrual method". 6. Section 1(a)(18) thereof is amended by inserting the words "and the Refinancing Documents" immediately after the words "and the Financing Documents" and immediately before the words "as derived from or allocable to". 7. Section 1(a) thereof is amended by adding the following tax assumptions at the end of said Section 1(a): "(19) The Owner Participant will be allowed a deduction for 100 percent of the premium paid with respect to the Purchased Notes and the Purchased Bonds in the taxable year of the Owner Participant in which such premium is paid (the "Retirement Premium Deduction"); and the General Partners will be entitled to take their respective 0.9% and 0.1% distributive share of the Retirement Premium Deduction into account in computing their federal income tax liability. (20) The Owner Participant will be allowed current deductions for amortization of an amount equal to the Refinancing Transaction Expenses to the extent payable by the Owner Trustee pursuant to Section 15(a) of the Refinancing Agreement computed on a straight-line basis from the Purchase Date to the end of the Basic Lease Term (the "Refinancing Amortization Deductions"); and the General Partners will be entitled to take their respective 0.9% and 0.1% distributive share of the Refinancing Amortization Deductions into account in computing their federal income tax liability." 8. Section 1(b)(8) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions," and immediately before the words "and the Amortization Deductions". 9. Section 1(b)(9) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than the amounts described". 10. Section 1(b)(10) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "as derived from or allocable to". 11. Section 1(b)(19) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions," and immediately before the words "or the Amortization Deductions,". 12. Section 1(b)(21) thereof is amended (i) by inserting the words "and will not throughout the term of the Facility Lease" immediately after the words "does not" and immediately before the words "legally, beneficially or constructively" and (ii) by inserting the words "or New Funding Corporation" immediately after the words "or Funding Corporation" and immediately before the words "or any Holder of Bonds". 13. Section 1(b)(22) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the period ending the sentence. 14. Section 2(b)(1) thereof is amended by (i) inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than the amounts". 15. Section 2(b)(1)(i) thereof is amended by (i) inserting the words ", the Refinancing Documents" immediately after the words "the Financing Documents" and immediately before the words "or any certificate or other document" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the word ", or". 16. Section 2(b)(1)(ii) thereof is amended by (i) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "and acts specifically required" and (ii) inserting the words "or any Refinancing Document" immediately after the words "or any Financing Document" and immediately before the words "; provided, however,". -------- ------- 17. Section 2(b)(1)(viii) thereof is amended by (i) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "or any terms or provisions thereof" and (ii) inserting the words ", New Funding Corporation" immediately after the words "by the Lessee, Funding Corporation" and immediately before the words "or the Loan Participants". 18. Section 2(b)(1)(ix) thereof is amended by (i) inserting the words "New Funding Corporation," immediately after the words "the presence of Funding Corporation," and immediately before the words "or any successor or assign thereof", (ii) replacing the words "or any successor or assign thereof" with the words "or any successors or assigns thereof" and (iii) inserting the words "and the Refinancing Documents" immediately after the words "and the Financing Documents" and immediately before the word", or". 19. Section 2(b)(1)(x) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "(including, without limitation, the provisions". 20. Section 2(b)(1)(xiii) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words" or the Financing Documents" and immediately before the words") of the trustee thereof,". 21. Section 2(b)(2) thereof is amended by inserting the words "or the Refinancing Documents" (i) immediately after the words "or Financing Documents" and immediately before the words "(whether or not" and (ii) immediately after the words "or the Financing Documents" and immediately before the words ") (any such loss, disallowance,". 22. Section 5(a) thereof is amended by (i) inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the semicolon. 23. Section 5(b) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions". 24. Section 5(e) thereof is amended by inserting the words ", the Refinancing Agreement" immediately after the words "under the Facility Lease" and immediately before the words "or any Transaction Document". 25. Section 5(g) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions". 26. Section 6(e) thereof is amended by inserting the words "or any of the Refinancing Documents" immediately after the words "any of the Transaction Documents" and immediately before the words ", or if and for so long". IN WITNESS WHEREOF, the General Partners and the Lessee have caused this Amendment No. 1 to Tax Indemnification Agreement to be duly executed by their respective officers thereunto duly authorized as of the date set forth below. OHIO EDISON COMPANY By: \s\ T.F. Struck, II --------------------------- Dated: November 5, 1992 BEAVER VALLEY TWO PI, INC. By: \s\ David D. Elliman --------------------------- Dated: November 5, 1992 PAROCK LIMITED PARTNERSHIP By: \s\ David D. Elliman --------------------------- Dated: November 5, 1992 I.E.1. ============================================================= AMENDMENT NO. 2 dated as of September 30, 1994 to CORRECTIVE TAX INDEMNIFICATION AGREEMENT dated as of September 15, 1987 between HG POWER PLANT, INC., as Limited Partner and OHIO EDISON COMPANY, as Lessee ============================================================= Sale and Leaseback of an Undivided Interest in Beaver Valley Power Station Unit 2 ============================================================= AMENDMENT NO. 2, dated as of September 30, 1994 ("Amendment No. 2"), to the CORRECTIVE TAX INDEMNIFICATION AGREEMENT, dated as of September 15, 1987, between HG POWER PLANT, INC., a Delaware corporation (the "Limited Partner"), and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee") as amended by Amendment No. 1 to the Corrective Tax Indemnification Agreement dated as of November 5, 1992 (the "Tax Indemnification Agreement"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Appendix A to the Participation Agreement, dated as of September 15, 1987, among the Beaver Valley Two Pi Limited Partnership, the Original Loan Participants listed on Schedule 1 thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement") or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among the Beaver Valley Two PI Limited Partnership, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "Refinancing Agreement"). W I T N E S S E T H: ------------------- WHEREAS, the Limited Partner and the General Partners have executed the Limited Partnership Agreement pursuant to which the Limited Partner has acquired a limited partnership interest in the Owner Participant, and the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and the Schedules of Casualty Values, Specialty Casualty Values and Modified Special Casualty Values in the event of a Tax Rate Change which results in the marginal federal income tax rate applicable to corporations ("Tax Rate") differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; WHEREAS, section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, the Lessor and Lessee have entered into Lease Amendment No. 3 amending Schedules 1 through 4 of the Facility Lease to reflect the increase in the Tax Rate. WHEREAS, the Limited Partner and the Lessee have heretofore executed the Tax Indemnification Agreement providing for indemnification by the Lessee against the loss of certain tax benefits; WHEREAS, Section 7 of the Tax Indemnification Agreement requires an adjustment to the Tax Assumptions to reflect adjustments to Basic Rent pursuant to Section 3(d) of the Facility Lease; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The Tax Indemnification Agreement is hereby amended as follows: (i) by replacing the words "Transaction Documents or the Financing Documents or the Refinancing Documents" or the words "Transaction Documents, Financing Documents or the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents or the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement, except in Section 1(a)(13) thereof; (ii) by replacing the words "Transaction Documents and the Refinancing Documents" with the words "Transaction Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iii) by replacing the words "Transaction Documents and the Financing Documents and the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iv) by replacing the words "any Transaction Document or any Financing Document or any Refinancing Document" with the words "any Transaction Document or any Financing Document or any Refinancing Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement; (v) by replacing the words "any of the Transaction Documents or any of the Financing Documents" with the words "any of the Transaction Documents or any of the Financing Documents or any of the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (vi) by replacing the words "Transaction Documents, the Financing Documents, the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents, the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; and (vii) by replacing the words "the Facility Lease, the Refinancing Agreement or any Transaction Document" with the words "the Facility Lease, the Refinancing Agreement, any Transaction Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement. 2. Section 1(a)(9) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: The Owner Participant will be allowed current deductions for amortization of the following amounts (the "Amortization Deductions"): (i) an amount equal to Transaction Expenses to the extent payable by the Owner Participant pursuant to Section 14 of the Participation Agreement computed on a straight-line basis over the Basic Lease Term and (ii) an amount equal to the Tax Rate Change Transaction Expenses payable on behalf of the Owner Trustee pursuant to Section 5(a) of Amendment No. 5 to the Participation Agreement dated the date hereof, computed on a straight-line basis over the period commencing on the Tax Rate Adjustment Date and ending on the last day of the Basic Lease Term; and the Limited Partner will be entitled to take its 99% distributive share of the Amortization Deductions into account in computing the consolidated federal income tax liability of the Group. 3. Section 1(a)(13) of the Tax Indemnification Agreement is hereby amended by (i) replacing the words "the Transaction Documents or the Financing Documents or the Refinancing Documents" with the words "the documents dated the Tax Rate Adjustment Date delivered in connection with the tax rate adjustment (the "Tax Rate Adjustment Transaction Documents"), the Transaction Documents, the Financing Documents or the Refinancing Documents", (ii) deleting the word "and" immediately before clause (h) and replacing it with "," and (iii) adding the following after clause (h), and before the period: "and (i) Supplemental Rent in the amount of the Tax Rate Change Transaction Expenses payable under Section 5(a) of Amendment No. 5 to the Participation Agreement dated the date hereof". 4. Effective on and as of January 1, 1993, Section 1(a)(14) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: "The Limited Partner's marginal federal rate of income tax is (i) 39.00% for its taxable year ending January 31, 1988, (ii) 34% for each taxable year thereafter through January 31, 1992, (iii) 34.361831% for its taxable year ended January 31, 1993 and (iv) 35% for its taxable year ended January 31, 1994 and each taxable year thereafter, in each case without giving effect to any credits against tax, and such marginal and effective rates will be applicable to each item of income and deduction contemplated by this section 1(a)." 5. Sections 1(b)(9) and 2(b)(1) of the Tax Indemnification Agreement are amended by replacing "Sections 1(a)(13)(a)-(h)" with "Sections 1(a)(13)(a)-(i)" in each place it appears. 6. Section 2(b)(1) of the Tax Indemnification Agreement is amended by adding after "Lessee," as it appears in subsection (xiv) of said Section 2(b)(1), the following: "or (xv) any adjustment to Basic Rent or any schedule pursuant to Section 3(d) of the Facility Lease," 7. Except as amended hereby, the Tax Indemnification Agreement shall survive and continue in full force and effect. 8. This Amendment No. 2 may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Amendment No. 2, including a signature page executed by each of the parties hereto shall be an original of this Amendment No. 2, but all of such counterparts together shall constitute one instrument. 9. This Amendment No. 2 shall in all respects be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Limited Partner and the Lessee have caused this Amendment No. 2 to the Tax Indemnification Agreement to be duly executed as of the date set forth above by their respective officers thereunto duly authorized. OHIO EDISON COMPANY By \s\ T.F. Struck, II -------------------------- Name: T.F. Struck, II --------------------- Title: Assistant Treasurer -------------------- HG POWER PLANT, INC. By \s\ S. Ronald Stone --------------------------- Name: S. Ronald Stone --------------------- Title: Vice President --------------------- - ------------------------------------------------------------- AMENDMENT NO. 1 dated as of November 5, 1992 to CORRECTIVE TAX INDEMNIFICATION AGREEMENT dated as of September 15, 1987 between HG POWER PLANT, INC., as Limited Partner and OHIO EDISON COMPANY, as Lessee - ------------------------------------------------------------- Sale and Leaseback of an Undivided Interest in Beaver Valley Nuclear Power Plant Unit 2 - ------------------------------------------------------------- AMENDMENT NO. 1, dated as of November 5, 1992, to CORRECTIVE TAX INDEMNIFICATION AGREEMENT, dated as of September 15, 1987, between HG POWER PLANT, INC., a Delaware corporation (the "Limited Partner"), and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the meaning set forth in an Appendix A to the Participation Agreement, dated as of September 15, 1987, among Beaver Valley Two Pi Limited Partnership, the Original Loan Participants listed on Schedule 1 thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among Beaver Valley Two Pi Limited Partnership, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement"). WHEREAS, the Limited Partner and the General Partners have executed the Limited Partnership Agreement pursuant to which the Limited Partner has acquired a limited partnership interest in the Owner Participant, and the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; and WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; and WHEREAS, the Lessee, the Owner Participant and the Limited Partner desire to refinance the Fixed Rate Notes and the Collateralized Lease Bonds and have entered into the Refinancing Agreement; and WHEREAS, the Limited Partner and the Lessee have heretofore executed the Corrective Tax Indemnification Agreement, dated as of September 15, 1987 (the "Tax Indemnification Agreement"), and desire to amend the Tax Indemnification Agreement as hereinafter provided to clarify their respective rights and obligations arising from the Refinancing. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: The Tax Indemnification Agreement is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. The preamble thereof is amended by (i) inserting the words ", as amended from time to time" immediately after the words "and Ohio Edison Company" and immediately before the words "(the "Participation Agreement")" and (ii) inserting the words "or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among Beaver Valley Two Pi Limited Partnership, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and the Lessee (the "Refinancing Agreement")" immediately after the words "(the "Participation Agreement")" and immediately before the period ending the sentence. 2. Section 1(a)(10) thereof is amended by inserting the words "the Retirement Premium Deduction, as defined below, the Refinancing Amortization Deductions, as defined below," immediately after the words "the Interest Deductions," and immediately before the words "and the Amortization Deductions". 3. Section 1(a)(12) thereof is amended by (i) inserting the words "Except as otherwise provided in Section 5 of the Refinancing Agreement," immediately before the words "Basic Rent will be paid on" and (ii) inserting the words "Except as otherwise provided in Section 5 of the Refinancing Agreement," immediately before the words "Basic Rent will be payable in arrears". 4. Section 1(a)(13) thereof is amended (i) by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than (a) payment" and (ii) by deleting in clause (b) thereof the words "six-month period ending on each Basic Rent Payment Date," and replacing them with the words "period to which each payment of Basic Rent relates, as set forth in the Facility Lease,". 5. Section 1(a)(17) thereof is amended by inserting the words "and the Refinancing Documents" immediately after the words "the Transaction Documents" and immediately before the words "using the accrual method". 6. Section 1(a)(18) thereof is amended by inserting the words "and the Refinancing Documents" immediately after the words "and the Financing Documents" and immediately before the words ", as derived from or allocable to". 7. Section 1(a) thereof is amended by adding the following tax assumptions at the end of said Section 1(a): "(19) The Owner Participant will be allowed a deduction for 100 percent of the premium paid with respect to the Purchased Notes and the Purchased Bonds in the taxable year of the Owner Participant in which such premium is paid (the "Retirement Premium Deduction"); and the Limited Partner will be entitled to take its 99% distributive share of the Retirement Premium Deduction into account in computing the consolidated federal income tax liability of the Group. (20) The Owner Participant will be allowed current deductions for amortization of an amount equal to the Refinancing Transaction Expenses to the extent payable by the Owner Trustee pursuant to Section 15(a) of the Refinancing Agreement computed on a straight-line basis from the Purchase Date to the end of the Basic Lease Term (the "Refinancing Amortization Deductions"); and the Limited Partner will be entitled to take its 99% distributive share of the Refinancing Amortization Deductions into account in computing the consolidated federal income tax liability of the Group." 8. Section 1(b)(8) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions," and immediately before the words "and the Amortization Deductions". 9. Section 1(b)(9) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than the amounts described". 10. Section 1(b)(10) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "as derived from or allocable to". 11. Section 1(b)(19) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions," immediately after the words "the Interest Deductions," and immediately before the words "the Amortization Deductions,". 12. Section 1(b)(21) thereof is amended (i) by inserting the words "and will not throughout the term of the Facility Lease" immediately after the words "does not" and immediately before the words "legally, beneficially or constructively" and (ii) by inserting the words "or New Funding Corporation" immediately after the words "or Funding Corporation" and immediately before the words "or any Holder of Bonds". 13. Section 1(b)(22) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the period ending the sentence. 14. Section 2(b)(1) thereof is amended by (i) inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions," immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions" and (ii) inserting the words "the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than the amounts". 15. Section 2(b)(1)(i) thereof is amended by (i) inserting the words ", the Refinancing Documents" immediately after the words "the Financing Documents" and immediately before the words "or any certificate or other document" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the word ", or". 16. Section 2(b)(1)(ii) thereof is amended by (i) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "and acts specifically required" and (ii) inserting the words "or any Refinancing Document" immediately after the words "or any Financing Document" and immediately before the words "; provided, however,". -------- ------- 17. Section 2(b)(1)(viii) thereof is amended by (i) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "or any terms or provisions thereof" and (ii) inserting the words ", New Funding Corporation" immediately after the words "by the Lessee, Funding Corporation" and immediately before the words "or the Loan Participants". 18. Section 2(b)(1)(ix) thereof is amended by (i) inserting the words "New Funding Corporation," immediately after the words "the presence of Funding Corporation," and immediately before the words "or any successor or assign thereof", (ii) replacing the words "or any successor or assign thereof" with the words "or any successors or assigns thereof" and (iii) inserting the words "and the Refinancing Documents" immediately after the words "and the Financing Documents" and immediately before the word ", or". 19. Section 2(b)(1)(x) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "(including without limitation the provisions". 20. Section 2(b)(1)(xiii) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words ") of the trustee thereof,". 21. Section 2(b)(2) thereof is amended by inserting the words "or the Refinancing Documents" (i) immediately after the words "or Financing Documents" and immediately before the words "(whether or not" and (ii) immediately after the words "or the Financing Documents" and immediately before the words ") (any such loss, disallowance,". 22. Section 5(a) thereof is amended by (i) inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the semicolon. 23. Section 5(b) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions," immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions". 24. Section 5(e) thereof is amended by inserting the words ", the Refinancing Agreement" immediately after the words "under the Facility Lease" and immediately before the words "or any Transaction Document". 25. Section 5(g) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions". 26. Section 6(e) thereof is amended by inserting the words "or any of the Refinancing Documents" immediately after the words "any of the Transaction Documents" and immediately before the words ", or if and for so long". IN WITNESS WHEREOF, the Limited Partner and the Lessee have caused this Amendment No. 1 to Tax Indemnification Agreement to be duly executed by their respective officers thereunto duly authorized as of the date set forth below. OHIO EDISON COMPANY By \s\ T.F. Struck, II ----------------------- Dated: November 5, 1992 HG POWER PLANT, INC. By \s\ S. Ronald Stone ------------------------ Dated: November 5, 1992 I.E.1. ============================================================= AMENDMENT NO. 2 dated as of September 30, 1994 to CORRECTIVE TAX INDEMNIFICATION AGREEMENT dated as of September 15, 1987 between HG POWER PLANT, INC., as Limited Partner and OHIO EDISON COMPANY, as Lessee ============================================================= Sale and Leaseback of an Undivided Interest in Beaver Valley Power Station Unit 2 ============================================================= AMENDMENT NO. 2, dated as of September 30, 1994 ("Amendment No. 2"), to the CORRECTIVE TAX INDEMNIFICATION AGREEMENT, dated as of September 15, 1987, between HG POWER PLANT, INC., a Delaware corporation (the "Limited Partner"), and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee") as amended by Amendment No. 1 to the Corrective Tax Indemnification Agreement dated as of November 5, 1992 (the "Tax Indemnification Agreement"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Appendix A to the Participation Agreement, dated as of September 15, 1987, among the Beaver Valley Two Pi Limited Partnership, the Original Loan Participants listed on Schedule 1 thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement") or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among the Beaver Valley Two PI Limited Partnership, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "Refinancing Agreement"). W I T N E S S E T H: ------------------- WHEREAS, the Limited Partner and the General Partners have executed the Limited Partnership Agreement pursuant to which the Limited Partner has acquired a limited partnership interest in the Owner Participant, and the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and the Schedules of Casualty Values, Specialty Casualty Values and Modified Special Casualty Values in the event of a Tax Rate Change which results in the marginal federal income tax rate applicable to corporations ("Tax Rate") differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; WHEREAS, section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, the Lessor and Lessee have entered into Lease Amendment No. 3 amending Schedules 1 through 4 of the Facility Lease to reflect the increase in the Tax Rate. WHEREAS, the Limited Partner and the Lessee have heretofore executed the Tax Indemnification Agreement providing for indemnification by the Lessee against the loss of certain tax benefits; WHEREAS, Section 7 of the Tax Indemnification Agreement requires an adjustment to the Tax Assumptions to reflect adjustments to Basic Rent pursuant to Section 3(d) of the Facility Lease; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The Tax Indemnification Agreement is hereby amended as follows: (i) by replacing the words "Transaction Documents or the Financing Documents or the Refinancing Documents" or the words "Transaction Documents, Financing Documents or the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents or the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement, except in Section 1(a)(13) thereof; (ii) by replacing the words "Transaction Documents and the Refinancing Documents" with the words "Transaction Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iii) by replacing the words "Transaction Documents and the Financing Documents and the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iv) by replacing the words "any Transaction Document or any Financing Document or any Refinancing Document" with the words "any Transaction Document or any Financing Document or any Refinancing Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement; (v) by replacing the words "any of the Transaction Documents or any of the Financing Documents" with the words "any of the Transaction Documents or any of the Financing Documents or any of the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (vi) by replacing the words "Transaction Documents, the Financing Documents, the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents, the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; and (vii) by replacing the words "the Facility Lease, the Refinancing Agreement or any Transaction Document" with the words "the Facility Lease, the Refinancing Agreement, any Transaction Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement. 2. Section 1(a)(9) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: The Owner Participant will be allowed current deductions for amortization of the following amounts (the "Amortization Deductions"): (i) an amount equal to Transaction Expenses to the extent payable by the Owner Participant pursuant to Section 14 of the Participation Agreement computed on a straight-line basis over the Basic Lease Term and (ii) an amount equal to the Tax Rate Change Transaction Expenses payable on behalf of the Owner Trustee pursuant to Section 5(a) of Amendment No. 5 to the Participation Agreement dated the date hereof, computed on a straight-line basis over the period commencing on the Tax Rate Adjustment Date and ending on the last day of the Basic Lease Term; and the Limited Partner will be entitled to take its 99% distributive share of the Amortization Deductions into account in computing the consolidated federal income tax liability of the Group. 3. Section 1(a)(13) of the Tax Indemnification Agreement is hereby amended by (i) replacing the words "the Transaction Documents or the Financing Documents or the Refinancing Documents" with the words "the documents dated the Tax Rate Adjustment Date delivered in connection with the tax rate adjustment (the "Tax Rate Adjustment Transaction Documents"), the Transaction Documents, the Financing Documents or the Refinancing Documents", (ii) deleting the word "and" immediately before clause (h) and replacing it with "," and (iii) adding the following after clause (h), and before the period: "and (i) Supplemental Rent in the amount of the Tax Rate Change Transaction Expenses payable under Section 5(a) of Amendment No. 5 to the Participation Agreement dated the date hereof". 4. Effective on and as of January 1, 1993, Section 1(a)(14) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: "The Limited Partner's marginal federal rate of income tax is (i) 39.00% for its taxable year ending January 31, 1988, (ii) 34% for each taxable year thereafter through January 31, 1992, (iii) 34.361831% for its taxable year ended January 31, 1993 and (iv) 35% for its taxable year ended January 31, 1994 and each taxable year thereafter, in each case without giving effect to any credits against tax, and such marginal and effective rates will be applicable to each item of income and deduction contemplated by this section 1(a)." 5. Sections 1(b)(9) and 2(b)(1) of the Tax Indemnification Agreement are amended by replacing "Sections 1(a)(13)(a)-(h)" with "Sections 1(a)(13)(a)-(i)" in each place it appears. 6. Section 2(b)(1) of the Tax Indemnification Agreement is amended by adding after "Lessee," as it appears in subsection (xiv) of said Section 2(b)(1), the following: "or (xv) any adjustment to Basic Rent or any schedule pursuant to Section 3(d) of the Facility Lease," 7. Except as amended hereby, the Tax Indemnification Agreement shall survive and continue in full force and effect. 8. This Amendment No. 2 may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Amendment No. 2, including a signature page executed by each of the parties hereto shall be an original of this Amendment No. 2, but all of such counterparts together shall constitute one instrument. 9. This Amendment No. 2 shall in all respects be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Limited Partner and the Lessee have caused this Amendment No. 2 to the Tax Indemnification Agreement to be duly executed as of the date set forth above by their respective officers thereunto duly authorized. OHIO EDISON COMPANY By \s\ T.F. Struck, II -------------------------- Name: T.F. Struck, II --------------------- Title: Assistant Treasurer -------------------- HG POWER PLANT, INC. By \s\ S. Ronald Stone --------------------------- Name: S. Ronald Stone --------------------- Title: Vice President --------------------- [EXECUTION COPY] - ----------------------------------------------------------------- - ----------------------------------------------------------------- AMENDMENT NO. 5 dated as of January 12, 1993 to PARTICIPATION AGREEMENT dated as of September 15, 1987, as corrected and restated, and amended by the Amendment No. 1 thereto dated as of February 1, 1988, the Amendment No. 2 thereto dated as of March 15, 1988, the Amendment No. 3 thereto dated as of March 16, 1988, Amendment No. 4 thereto dated as of November 5, 1992 among CHRYSLER CONSORTIUM CORPORATION, as Owner Participant BVPS FUNDING CORPORATION, BVPS II FUNDING CORPORATION, THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with the Owner Participant, THE BANK OF NEW YORK, as Indenture Trustee and OHIO EDISON COMPANY, as Lessee - ----------------------------------------------------------------- - ----------------------------------------------------------------- Refinancing of the Fixed Rate Notes Relating to the Beaver Valley Power Station Unit No. 2 ________________________________________________________________ THIS AMENDMENT NO. 5, dated as of January 12, 1993 ("Amendment No. 5"), to the Participation Agreement dated as of --------------- September 15, 1987, as corrected and restated and as amended by Amendment No. 1 thereto dated as of February 1, 1988, Amendment No. 2 dated as of March 15, 1988, and Amendment No. 3 dated as of March 16, 1988 and Amendment No. 4 dated as of November 5, 1992 and as in effect on the date hereof (the "Participation ------------- Agreement"), among the Owner Participant identified on the cover - --------- page hereof ("Owner Participant"), BVPS FUNDING CORPORATION, a ----------------- Delaware corporation ("Funding Corporation"), BVPS II FUNDING ------------------- CORPORATION, a Delaware corporation ("New Funding Corporation"), ----------------------- THE FIRST NATIONAL BANK OF BOSTON, a national banking association, in its individual capacity ("FNB") and as Owner --- Trustee ("Owner Trustee") under a Trust Agreement, dated as of ------------- September 15, 1987, with the Owner Participant, THE BANK OF NEW YORK (formerly Irving Trust Company), a New York banking corporation, in its individual capacity ("Bank of New York") and ---------------- as Indenture Trustee ("Indenture Trustee") under a Trust ----------------- Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987, as corrected and restated and as supplemented and amended by the Supplemental Indenture No. 1 dated as of February 1, 1988, and Supplemental Indenture No. 2 dated as of November 1, 1992 and Supplemental Indenture No. 3 dated as of January 1, 1993 ("Indenture"), with --------- the Owner Trustee, and OHIO EDISON COMPANY, an Ohio corporation ("Lessee"), ------ W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Owner Participant, Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee have previously entered into the Participation Agreement; WHEREAS, the Initial Series Notes which were issued by the Owner Trustee in connection with the acquisition of the Undivided Interest have been refunded; WHEREAS, the parties hereto desire to permit the repurchase of all of the 11% Fixed Rate Notes due December 1, 2015 ("11% Notes") and the remaining 9.9% Notes due December 1, --------- 1999 ("9.9% Notes") heretofore issued and Outstanding ---------- simultaneously with the issuance of Additional Notes on January 12, 1993 (the "Purchase Date") to New Funding Corporation; ------------- WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values in order to preserve the Net Economic Return of the Owner Participant in the event of the refunding of the Fixed Rate Notes; WHEREAS, Section 10.1(viii) of the Indenture provides, among other things, that the Owner Trustee and Indenture Trustee may, without consent of the Holders of the Fixed Rate Notes Outstanding, execute a supplement to the Indenture in order to evidence the issuance of and to provide the terms of Additional Notes; WHEREAS, the Owner Trustee and the Indenture Trustee intend to execute Supplemental Indenture No. 3 to the Indenture, dated as of January 1, 1993 ("Supplemental Indenture No. 3"), ---------------------------- providing for the issuance under the Indenture of the New Fixed Rate Notes as defined in Supplemental Indenture No. 3; WHEREAS, Section 10.2(ii) of the Indenture provides, among other things, that, upon receipt of a written instruction from the Lessee and the Owner Trustee, the Indenture Trustee shall consent to certain amendments to the Facility Lease; WHEREAS, the Owner Trustee and the Lessee intend to execute Amendment No. 3 to the Facility Lease, dated as of January 12, 1993 ("Lease Amendment No. 3"), to amend certain --------------------- provisions and schedules thereof and Appendix A thereto; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. Except as otherwise amended ----------- or defined herein and in the recitals, capitalized terms used herein shall have the respective meanings assigned to such terms in Appendix A to the Participation Agreement. SECTION 2. Amendments. a.Section 8(a)(7) of the ---------- Participation Agreement is amended in its entirety to read as follows: "Location of the Chief Place of Business and Chief ------------------------------------------------ Executive Office, etc. The chief place of business and --------------------- chief executive office of FNB and the office where its records concerning the accounts or contract rights relating to the transaction contemplated hereby are kept is located in Boston, Massachusetts and the chief place of business and chief executive office of the Corporate Trust Division of the Owner Trustee is located in Canton, Massachusetts." b. Section 8(b) of the Participation Agreement is amended as follows: (i) by replacing the reference to "and (6)" in the first line thereof with a reference to ", (6), and (7)"; and (i) by inserting the following new clause (7): "(7) Administration of Trust. The principal ----------------------- place of administration of the Trust shall be in Massachusetts." a. Section 18(a)(ii) of the Participation Agreement is amended to read in its entirety as follows: "if FNB, or the Owner Trustee, by regular mail, to the First National Bank of Boston, Corporate Trust Division, Mail Stop 45-02-15, P.O. Box 1618, Boston, Massachusetts 02105-1618, Attention: Manager, Corporate Trust Division (Reference: Ohio Edison-Perry Leveraged Lease), or if by hand delivery or courier delivery, to the First National Bank of Boston, Corporate Trust Division, Blue Hill Office Park, Mail Stop 45-02-15, 150 Royall Street, Canton, Massachusetts 02021 (telecopy number 617-575-2078), Attention: Manager, Corporate Trust Division (Reference: Ohio Edison-Perry Leveraged Lease);" a. Appendix A to the Participation Agreement is amended as follows: (i) by restating the definition of "Additional ---------- Assumptions" to read in its entirety as follows: ----------- "'Additional Assumptions' shall mean the ---------------------- additional pricing assumptions set forth on Schedule 2 to Amendment No. 5 to the Participation Agreement." (ii) by deleting the definition "Amended ------- Assumptions" and all references thereto. ----------- (i) by restating the definition of Pricing Assumptions to read in its entirety as follows: "'Pricing Assumptions' shall mean the Pricing ------------------- Assumptions set forth in Schedule 5 to the Participation Agreement and the Additional Assumptions." (iv) by restating the definition of "Refinancing ----------- Documents" as follows: --------- "'Refinancing Documents' shall mean those --------------------- documents, instruments, and agreements delivered in connection with any refinancing of the Notes." (v) by inserting the following definitions in the appropriate alphabetical order: "'Amendment No. 5 to the Participation ------------------------------------ Agreement' shall mean Amendment No. 5 to the --------- Participation Agreement dated as of January 12, 1993 among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee. '1993 Refinancing Agreement' shall mean that -------------------------- certain Refinancing Agreement, dated as of January 1, 1993 among the Owner Participant, Funding Corporation, New Funding Corporation, The First National Bank of Boston, The Bank of New York and Ohio Edison Company." SECTION 3. New Funding Corporation. Subject to the ----------------------- terms and conditions hereof and of Sections 2(d) and 11(c) of the Participation Agreement, on the Purchase Date, New Funding Corporation shall make a Refunding Loan to the Owner Trustee by paying to the Indenture Trustee in immediately available funds an amount equal to $141,474,000. ------------ SECTION 4. Issuance of New Fixed Rate Notes by Owner ----------------------------------------- Trustee; Application of Proceeds. Subject to the terms and - -------------------------------- conditions hereof and of Sections 2(d) and 11(c) of the Participation Agreement and Section 3.5 of the Indenture, on the Purchase Date, upon receipt of the Refunding Loan to be made by New Funding Corporation in accordance with Section 3 hereof, the Indenture Trustee, at the direction of the Owner Trustee, shall: (a) authenticate and deliver the New Fixed Rate Notes, in the aggregate principal amount of the Refunding Loan and bearing interest at the rates per annum and in the amounts, respectively, set forth in, or determinable under, Supplemental Indenture No. 3; and (b) apply the proceeds of the Refunding Loan and other funds received hereunder and under the Refinancing Agreement to the purchase and prepayment (in full) of the principal of and the accrued interest and premium on the refunded 11% and 9.9% Notes as directed by the Owner Trustee. SECTION 5 Implementation. -------------- a. Forms. The forms of Supplemental Indenture No. 3 ----- and Lease Amendment No. 3 are attached hereto as Exhibits A and B, respectively. a. Request by the Owner Participant. In accordance -------------------------------- with Section 2.01 of the Trust Agreement subject to the terms and conditions of Section 11(c) of the Participation Agreement, the Owner Participant hereby directs that the Owner Trustee (i) execute and deliver this Amendment No. 5, Supplemental Indenture No. 3 and Lease Amendment No. 3 (collectively, the "1993 ---- Amendments"), (ii) execute the New Fixed Rate Notes and request - ---------- the Indenture Trustee to authenticate and deliver the New Fixed Rate Notes pursuant to Section 3.5(2) of the Indenture, and (iii) execute and deliver all other agreements, instruments and certificates contemplated by the Transaction Documents, the Financing Documents, the Refinancing Documents, and the 1993 Amendments. (c) Instruction and Consent. In accordance with ----------------------- Section 10.2 of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent to Lease Amendment No. 3 and the Indenture Trustee hereby so consents. In accordance with Section 10.1 of the Indenture, the Owner Trustee and the Indenture Trustee hereby consent and agree to execute Supplemental Indenture No. 3. d. Consent of Lessee. In accordance with Section ----------------- 8(b)(2) of the Participation Agreement, the Lessee hereby consents to the refunding of the 11% and 9.9% Notes. e. Recordations and Filings. The Lessee agrees that ------------------------ it will cause to be made the recordations and filings set forth in Schedule 1 hereto and that such filings and recordations are all the recordations and filings that are necessary in order to preserve, protect and perfect the Owner Trustee's rights and interests under the Facility Lease, as amended by Amendment Nos. 1, 2 and 3 thereto, and the first and prior security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended by Supplemental Indentures Nos. 1, 2 and 3 thereto. SECTION 6. Conditions To Effectiveness. This --------------------------- Amendment No. 5 shall become effective as of the date first above written if, by and as of the Purchase Date: (a) it shall have been duly executed and delivered by all of the parties hereto and all of the conditions set forth below in this Section 6 shall have been satisfied (the date of such satisfaction being referred to as the "Effective Date"); (b) the Owner Participant shall have -------------- received a duly executed and delivered, legal, valid, and binding Lease Amendment No. 3 and Amendment No. 2 to the Tax Indemnification Agreement; (c) the Maximum Drawing Amounts (as defined in the Letter of Credit) shall have been adjusted pursuant to Section 4(e) of the Letter of Credit to correspond to the Modified Special Casualty Values, as adjusted on the date hereof; (d) all conditions referred to in Section 14 of the 1993 Refinancing Agreement shall have been satisfied; and (e) no Default, Event of Default, Event of Loss, Deemed Loss Event, Reimbursement Default, Reimbursement Event of Default, Indenture Default or Indenture Event of Default shall have occurred and be continuing. SECTION 7. Expenses. (a) On the Purchase Date, the -------- costs and expenses of the Owner Participant (including legal fees and disbursements of the Owner Participant's counsel), the Owner Trustee, the Indenture Trustee and the Issuing Bank with respect to the execution and delivery of this Amendment No. 5 and the transactions contemplated herein shall be paid in accordance with the provisions of Section 16 of the 1993 Refinancing Agreement. (b) Notwithstanding anything in this Section 9 or in Section 14 of the Participation Agreement to the contrary, in the event the transactions contemplated by this Amendment No. 5 shall not be consummated for any reason, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Owner Participant, Funding Corporation and New Funding Corporation in respect of all costs and expenses of such parties including legal fees and disbursements of their counsel related to this Amendment No. 5, and the 1993 Refinancing Agreement and the transactions contemplated hereby and thereby. SECTION 8. Miscellaneous. ------------- (a) Execution. This Amendment No. 5 may be executed in --------- any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Amendment No. 5 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are respectively the dates set forth under the signatures hereto, and this Amendment No. 5 shall not be effective until all such signatures shall have been duly affixed and all conditions precedent set forth in Section 6 hereof shall have been satisfied. This Amendment No. 5 amends and modifies the Participation Agreement and is to be read with and form part of the Participation Agreement. On and from the Effective Date, any reference in any Transaction Document to the Participation Agreement shall be deemed to refer to the Participation Agreement as amended and modified by Amendment No. 1 thereto, dated as of February 1, 1988, Amendment No. 2 thereto, dated as of March 15, 1988, Amendment No. 3 thereto, dated as of March 16, 1988, Amendment No. 4 dated as of November 5, 1992, and this Amendment No. 5. (b) Non-Waiver or Amendment. The agreements contained ----------------------- in this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of any party under any Transaction Document, nor constitute, except as expressly provided in this Amendment, a waiver of any provision of any Transaction Document. (c) Governing Law. This Amendment No. 5 has been ------------- negotiated and delivered in the State of New York and shall be governed by, and be construed in accordance with, the laws of the State of New York. (d) Responsibility for Recitals. The recitals --------------------------- contained herein shall be taken as the statements of the Lessee, and the other parties hereto assume no responsibility for the correctness of the same. IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Amendment No. 5 to the Participation Agreement to be duly executed by its respective officers thereunto duly authorized as of the dates set forth below. BVPS FUNDING CORPORATION By:\s\ M.A. Ferrucci ------------------------------ Name:M.A. Ferrucci ------------------------------ Title:Vice President ------------------------------ Date: January 12, 1993 --------------------------- BVPS II FUNDING CORPORATION By: \s\ Laurie A. Sullivan ------------------------------ Name: Laurie A. Sullivan ------------------------------ Title: Vice President ------------------------------ Date: January 12, 1993 ---------------------------- THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with the Owner participant By: \s\ J.E. Mogavero ------------------------------ Name: J.E. Mogavero ------------------------------ Title: Vice-President -------------------------- Date: January 12, 1993 --------------------------- THE BANK OF NEW YORK, in its individual capacity and as Indenture Trustee under a Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987, as corrected and amended with The First National Bank of Boston in its individual capacity and as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with the Owner Participant By: \s\ W.T. Cunningham ---------------------------- Name: W.T Cunnignham ---------------------------- Title: Vice President ---------------------------- Date: January 12, 1993 -------------------------- OHIO EDISON COMPANY, as Lessee By: \s\ T.F. Struck, II --------------------------- Name: T.F. Struck, II ---------------------------- Title: Assistant Treasurer --------------------------- Date: January 12, 1993 -------------------------- CHRYSLER CONSORTIUM CORPORATION By: \s\ Richard G. Neptune ------------------------------ Name: Richard G. Neptune ------------------------------ Title: Vice President --------------------------- Date: January 12, 1993 ---------------------------- EXHIBIT A --------- ================================================================= SUPPLEMENTAL INDENTURE NO. 3 Dated as of January 1, 1993 To TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE Dated as of September 15, 1987 between THE FIRST NATIONAL BANK OF BOSTON, not in its indi- vidual capacity, but solely as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with CHRYSLER CONSORTIUM CORPORATION and THE BANK OF NEW YORK, as Indenture Trustee ================================================================= BEAVER VALLEY POWER STATION UNIT NO. 2 ================================================================= SUPPLEMENTAL INDENTURE NO. 3, dated as of January 1, 1993 (the "Supplemental Indenture No. 3"), to Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987 (the "Original Indenture"), between THE FIRST NATIONAL BANK OF BOSTON, a national banking association ("FNB"), whose address is Corporate Trust Division, Blue Hill Office Park, Mail Stop 45-02-15, 150 Royall Street, Canton, Massachusetts 02021, not in its individual capacity, but solely as Owner Trustee (the "Owner Trustee") under a Trust Agreement dated as of September 15, 1987, with CHRYSLER CONSORTIUM CORPORATION and THE BANK OF NEW YORK, a New York banking corporation (the "Indenture Trustee"), whose address is 101 Barclay Street, New York, New York 10286. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Owner Trustee and the Indenture Trustee have entered into Supplemental Indenture No. 1, dated as of February 1, 1988 (the "Supplemental Indenture No. 1"), to the Original Indenture pursuant to which the Owner Trustee has issued Fixed Rate Notes (the "Fixed Rate Notes"); WHEREAS, Section 3.5(1) of the Indenture provides, among other things, that the Fixed Rate Notes may be refunded with Additional Notes; WHEREAS, the Owner Trustee and the Indenture Trustee have entered into a Supplemental Indenture, dated as of November 1, 1992, to the Original Indenture (the "Supplemental Indenture No. 2"; the Original Indenture as amended by Supplemental Indenture No. 1 and Supplemental Indenture No. 2, the "Indenture") pursuant to which the Owner Trustee has issued Additional Notes to refund certain of the Fixed Rate Notes; WHEREAS, Section 3.5(4) of the Indenture provides, among other things, that the Owner Trustee and the Indenture Trustee may enter into indentures supplemental to the Indenture for, among other things, the purpose of establishing the terms, conditions and designations of Additional Notes; WHEREAS, the Owner Trustee desires to issue Additional Notes to effect the prepayment of the outstanding Fixed Rate Notes issued pursuant to Supplemental Indenture No. 1 and to enter into this Supplemental Indenture No. 3 to establish the terms, conditions and designations of such Additional Notes; and WHEREAS, Section 10.1(viii) of the Indenture provides that, without the consent of Holders of the Notes Outstanding, the Indenture Trustee may, with the written consent of the Owner Trustee, from time to time and at any time, execute a supplement to the Indenture in order to evidence the issuance of, and to provide the terms of, Additional Notes; 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 the purposes hereof, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A attached to the Indenture. SECTION 2. Terms, Conditions and Designations of the ----------------------------------------- Additional Notes. - ---------------- (a) The Additional Notes. -------------------- There is hereby created and established a separate series of Notes of the Owner Trustee designated "Nonrecourse Promissory Notes, Fixed Rate Series 1993", herein referred to as the "New Fixed Rate Notes". The New Fixed Rate Notes shall be payable as to principal and bear interest on the principal amount thereof as follows: Original Principal New Fixed Rate Note Due Interest Rate Amount - ----------------------- ------------- ------------------ December 1, 2000 7.67% $ 22,340,000 June 1, 2015 8.68% $119,134,000 The New Fixed Rate Note due December 1, 2000 shall be substantially in the form of Exhibit A-1 to this Supplemental Indenture No. 3. The New Fixed Rate Note due June 1, 2015 shall be substantially in the form of Exhibit A-2 to this Supplemental Indenture No. 3. Each New Fixed Rate Note shall bear interest on the principal amount thereof from time to time Outstanding from the Issue Date designated thereon until paid at the rate of interest set forth therein, which interest shall be payable on June 1, 1993 and, on each June 1 and December 1 thereafter to and including the maturity date thereof, unless paid in full prior to such date as provided herein and in such New Fixed Rate Note. The principal amount of each New Fixed Rate Note shall be payable on the dates and in the amounts as set forth in Schedule 1 attached thereto, as such Schedule may be adjusted from time to time in accordance with the terms hereof and of such New Fixed Rate Note. Installments of interest on and principal of (and premium, if any, on) each New Fixed Rate Note shall be due and payable on the payment dates specified in Schedule 1 attached thereto. Each New Fixed Rate Note shall be subject to prepayment as set forth in such New Fixed Rate Note. (b) Certain Adjustments to Amortization Schedules. --------------------------------------------- The schedule of principal amortization attached to the New Fixed Rate Notes may be adjusted at the discretion of the Owner Trustee; provided, however, that no such adjustment shall -------- ------- be made by the Owner Trustee which will increase or reduce the average life of such New Fixed Rate Note (calculated in accordance with generally accepted financial practice) from the date of initial issuance by more than eighteen months; provided -------- further, however, such adjustment may be made only in connection - ------- with a recalculation of Basic Rent pursuant to the Facility Lease. If the Owner Trustee shall elect to make the foregoing adjustment, the Owner Trustee shall deliver to the Indenture Trustee and to the Lessee at least 60 days prior to the first payment date (specified on the schedule to such New Fixed Rate Note) proposed to be affected by such adjustment, a certificate of the Owner Trustee (x) stating that the Owner Trustee has elected to make such adjustment, (y) setting forth the revised schedule of principal amortization for such New Fixed Rate Note and (z) attaching calculations showing that the average life of such New Fixed Rate Note will not be reduced or increased except as permitted by this paragraph (b). The Indenture Trustee may rely on such Owner Trustee certificate and shall have no duty with respect to the calculations referred to in the foregoing clause (z). SECTION 3. Miscellaneous. ------------- (a)Execution. --------- This Supplemental Indenture No. 3 may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Supplemental Indenture No. 3 is dated as of the date first above written for convenience, the actual dates of execution hereof by the parties hereto are respectively the dates set forth under the signatures hereto, and this Supplemental Indenture No. 3 shall be effective on the latest of such dates. (b)Execution as Supplemental Indenture. ----------------------------------- This Supplemental Indenture No. 3 is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture No. 3 forms a part thereof. (c)Responsibility for Recitals, Etc. --------------------------------- The recitals contained herein and in the New Fixed Rate Notes, except the Indenture Trustee's certificate of authentication, shall be taken as the statements of the Owner Trustee, and the Indenture Trustee assumes no responsibility for the correctness of the same. The Indenture Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture No. 3 or the New Fixed Rate Notes. (d)Provisions Binding on Successors. -------------------------------- All the covenants, stipulations, promises and agreements in this Supplemental Indenture No. 3 contained by or on behalf of the Owner Trustee shall bind its successors and assigns, whether so expressed or not. (e)New York Contract. ----------------- This Supplemental Indenture No. 3 and each New Fixed Rate Note shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said state. IN WITNESS WHEREOF, the Owner Trustee and the Indenture Trustee have each caused this Supplemental Indenture No. 3 to be duly executed by their respective officers thereunto duly authorized, all as of the date first set forth above. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement dated as of September 15, 1987, with CHRYSLER CONSORTIUM CORPORATION By: _______________________________ Name: Title: Date: January 12, 1993 THE BANK OF NEW YORK as Indenture Trustee By: _______________________________ Name: W.T. Cunningham Title: Vice President Date: January 12, 1993 The address of the within named Indenture Trustee is: The Bank of New York 101 Barclay Street New York, New York 10286 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this, the 12th day of January, 1993, before me, a Notary Public in and for said County and State, personally appeared __________________, who acknowledged himself to be a __________________ of THE FIRST NATIONAL BANK OF BOSTON, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the National Banking Association by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ______________________________ Notary Public [NOTARIAL SEAL]My Commission Expires: STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On this, the 12th day of January, 1993, before me, a Notary Public in and for said County and State, personally appeared W.T. Cunningham, who acknowledged himself to be a Vice President of THE BANK OF NEW YORK, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the New York banking corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ______________________________ Notary Public [NOTARIAL SEAL]My Commission Expires: DECEMBER 1, 2000 Beaver Valley Two Sigma Limited Partnership EXHIBIT A-1 TO SUPPLEMENT NO. 3 FORM OF NEW FIXED RATE NOTE (DUE DECEMBER 1, 2000) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT NONRECOURSE PROMISSORY NOTE, FIXED RATE SERIES 1993 (DUE DECEMBER 1, 2000) Issued at: New York, New York Issue Date: January 12, 1993 FOR VALUE RECEIVED, THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee (Owner Trustee) under a Trust Agreement dated as of September 15, 1987 with Beaver Valley Two Sigma Limited Partnership (the Owner Participant), hereby promises to pay to BVPS II FUNDING CORPORATION, or registered assigns, the principal sum of One Million Five Hundred Fifty-Seven Thousand Dollars ($1,557,000), such payment to be made in the amounts and on the dates specified in Schedule 1 hereto, as such Schedule 1 may be revised in accordance herewith; and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the aggregate amount of such principal sum remaining unpaid from time to time from the date of this New Fixed Rate Note until due and payable, semiannually in arrears on June 1 and December 1 in each year, commencing June 1, 1993, at the rate of 7.67% per annum, until the principal hereof is paid in full. Capitalized terms used in this New Fixed Rate Note which are not otherwise defined herein shall have the meanings ascribed thereto in the Indenture (as hereinafter defined). In the event any date on which a payment is due under this New Fixed Rate Note is not a Business Day, then payment thereof may be made on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was due and no interest in respect of such payment shall accrue for the period from and after such due date. All payments of principal, and premium, if any, and interest to be made by the Owner Trustee hereunder and under the Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987, as at any time heretofore or hereafter amended or supplemented in accordance with the provisions thereof (the Indenture), between the Owner Trustee and The Bank of New York, as Trustee (the Indenture Trustee), shall be made only from the Lease Indenture Estate and the Trust Estate, and the Owner Trustee shall have no obligation for the payment thereof except to the extent that the Owner Trustee shall have sufficient income or proceeds from the Lease Indenture Estate to make such payments in accordance with the terms of Article V of the Indenture. The Holder hereof, by its acceptance of this New Fixed Rate Note, agrees that such Holder will look solely to the Trust Estate and the income and proceeds from the Lease Indenture Estate to the extent available for distribution to the Holder hereof as above provided, and that neither the Owner Participant nor, except as expressly provided in the Indenture, the Owner Trustee, nor the Indenture Trustee is or shall be personally liable to the Holder hereof for any amounts payable under this New Fixed Rate Note or for any performance to be rendered under the Indenture or any other Transaction Document or for any liability thereunder; provided, however, that in the event the Lessee shall assume all the obligations of the Owner Trustee hereunder and under the Indenture pursuant to Section 3.9(b) of the Indenture, then all the payments to be made under this New Fixed Rate Note shall be made only from payments made by the Lessee under this New Fixed Rate Note in accordance with the Assumption Agreement referred to in said Section 3.9(b) and the Holder of this New Fixed Rate Note agrees that in such event it will look solely to the Lessee for such payment and, subject to Section 2.4 of the Indenture, to the Lease Indenture Estate. Principal, and premium, if any, and interest shall be payable in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in the manner provided in the Indenture, on presentment of this New Fixed Rate Note at the Indenture Trustee's Office, or as otherwise provided in the Indenture. In the manner and to the extent provided in the Indenture, Schedule 1 hereto may be adjusted at the discretion of the Owner Trustee in connection with an adjustment to Basic Rent under the Facility Lease. In the event of any partial prepayment of this New Fixed Rate Note (other than pursuant to the payment of principal in accordance with Schedule 1 hereto), the principal amount of this New Fixed Rate Note to be paid thereafter pursuant to Schedule 1 hereto shall be adjusted proportionately; provided that, all such adjustments shall be rounded to the nearest $1,000, and shall be subject to necessary further adjustment so that the total amount of such reduction is equal to the total principal amount of this New Fixed Rate Note which is prepaid. In connection with such adjustments the Owner Trustee shall deliver to the Indenture Trustee, not later than 60 days prior to the next date on which a payment of principal of this New Fixed Rate Note is due following such partial prepayment, a revised Schedule 1 hereto. The Indenture Trustee may rely on such revised Schedule 1 and shall have no duty with respect to the adjustments set forth therein other than to make it available for inspection by the Holder of this Note. The Holder hereof, by its acceptance of this New Fixed Rate Note, agrees that each payment received by it hereunder shall be applied in the manner set forth in Section 3.11 of the Indenture. The Holder of this New Fixed Rate Note agrees, by its acceptance hereof, that it will duly note by appropriate means all payments of principal or interest made hereon and that it will not in any event transfer or otherwise dispose of this New Fixed Rate Note unless and until all such notations have been duly made. This New Fixed Rate Note is one of the New Fixed Rate Notes referred to in the Indenture. The Indenture permits the issuance of additional series of Notes, as provided in Section 3.5 of the Indenture, and the several series may be for varying aggregate principal amounts and may have different maturity dates, interest rates, redemption provisions and other terms. The properties of the Owner Trustee included in the Lease Indenture Estate are pledged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and premium, if any, and interest on this New Fixed Rate Note and all other Notes issued and outstanding from time to time under the Indenture. Reference is hereby made to the Indenture for a statement of the rights of the Holder of, and the nature and extent of the security for, this New Fixed Rate Note and of the rights of, and the nature and extent of the security for, the Holders of the other Notes and of certain rights of the Owner Trustee, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions the Holder hereof agrees by its acceptance of this New Fixed Rate Note. This New Fixed Rate Note is subject to purchase by the Owner Trustee as provided in Section 6.8(b) of the Indenture and to mandatory prepayment in full as provided in Section 5.2 of the Indenture, such prepayment being without premium but including accrued interest to the date of prepayment. This New Fixed Rate Note is not otherwise prepayable prior to the scheduled maturity date hereof. In case an Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this New Fixed Rate Note and any other Notes, together with all accrued but unpaid interest thereon, may, subject to certain rights of the Owner Trustee and the Owner Participant contained or referred to in the Indenture, be declared or may become due and payable in the manner and with the effect provided in the Indenture. The lien upon the Lease Indenture Estate is subject to being legally discharged prior to the maturity of this New Fixed Rate Note upon the deposit with the Indenture Trustee of cash or certain securities sufficient to pay this New Fixed Rate Note when due in accordance with the terms of the Indenture. There shall be maintained at the Indenture Trustee's Office a register for the purpose of registering transfers and exchanges of Notes in the manner provided in the Indenture. The transfer of this New Fixed Rate Note is registrable, as provided in the Indenture, upon surrender of this New Fixed Rate Note for registration of transfer duly accompanied by a written instrument of transfer duly executed by or on behalf of the registered Holder hereof, together with the amount of any applicable transfer taxes. The Owner Trustee and the Indenture Trustee may treat the person in whose name this New Fixed Rate Note is registered as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this New Fixed Rate Note and for all other purposes whatsoever, whether or not this New Fixed Rate Note be overdue, and neither the Owner Trustee nor the Indenture Trustee shall be affected by notice to the contrary. This New Fixed Rate Note shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the Owner Trustee has caused this New Fixed Rate Note to be duly executed as of the date hereof. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with Beaver Valley Two Sigma Limited Partnership By_______________________________ Name: Title: This Note is one of the series of Notes referred to therein and in the within-mentioned Indenture. THE BANK OF NEW YORK, as Indenture Trustee By________________________________ Name: W.T. Cunningham Title: Vice President 7.67% Due 2000 Chrysler Consortium Corporation SCHEDULE 1 TO THE NEW FIXED RATE NOTE (DUE DECEMBER 1, 2000) Schedule of Principal Amortization Principal Principal Payment Date Amount Payable Balance - ------------------------- -------------- ----------- June 1, 1993 1,028,000 21,312,000 December 1, 1993 0 21,312,000 June 1, 1994 986,000 20,326,000 December 1, 1994 1,575,000 18,751,000 June 1, 1995 1,086,000 17,665,000 December 1, 1995 1,709,000 15,956,000 June 1, 1996 1,239,000 14,717,000 December 1, 1996 1,854,000 12,863,000 June 1, 1997 4,000 12,859,000 December 1, 1997 4,000 12,855,000 June 1, 1998 2,995,000 9,860,000 December 1, 1998 2,913,000 6,947,000 June 1, 1999 2,252,000 4,695,000 December 1, 1999 1,000 4,694,000 June 1, 2000 2,303,000 2,391,000 December 1, 2000 2,391,000 0 ------------- 22,340,000 ASSIGNMENT Date: January 12, 1993 For value received, BVPS II FUNDING CORPORATION hereby sells, assigns and transfers to THE BANK OF NEW YORK as Collateral Trust Trustee pursuant to the Collateral Trust Indenture dated as of November 1, 1992, among BVPS II FUNDING CORPORATION, OHIO EDISON COMPANY and said Collateral Trust Trustee, as heretofore supplemented, without recourse, the New Fixed Rate Note to which this Assignment is annexed and all rights thereunder. BVPS II FUNDING CORPORATION By ______________________ Name: Title: JUNE 1, 2015 Chrysler Consortium Corporation EXHIBIT A-2 TO SUPPLEMENT NO. 3 FORM OF NEW FIXED RATE NOTE (DUE JUNE 1, 2015) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT NONRECOURSE PROMISSORY NOTE, FIXED RATE SERIES 1993 (DUE JUNE 1, 2015) Issued at: New York, New York Issue Date: January 12, 1993 FOR VALUE RECEIVED, THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee (Owner Trustee) under a Trust Agreement dated as of September 15, 1987 with Chrysler Consortium Corporation (the Owner Participant), hereby promises to pay to BVPS II FUNDING CORPORATION, or registered assigns, the principal sum of One Hundred Nineteen Million One Hundred Thirty-Four Thousand Dollars ($119,134,000), such payment to be made in the amounts and on the dates specified in Schedule 1 hereto, as such Schedule 1 may be revised in accordance herewith; and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the aggregate amount of such principal sum remaining unpaid from time to time from the date of this New Fixed Rate Note until due and payable, semiannually in arrears on June 1 and December 1 in each year, commencing June 1, 1993, at the rate of 8.68% per annum, until the principal hereof is paid in full. Capitalized terms used in this New Fixed Rate Note which are not otherwise defined herein shall have the meanings ascribed thereto in the Indenture (as hereinafter defined). In the event any date on which a payment is due under this New Fixed Rate Note is not a Business Day, then payment thereof may be made on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was due and no interest in respect of such payment shall accrue for the period from and after such due date. All payments of principal, and premium, if any, and interest to be made by the Owner Trustee hereunder and under the Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease dated as of September 15, 1987, as at any time heretofore or hereafter amended or supplemented in accordance with the provisions thereof (the Indenture), between the Owner Trustee and The Bank of New York, as Trustee (the Indenture Trustee), shall be made only from the Lease Indenture Estate and the Trust Estate, and the Owner Trustee shall have no obligation for the payment thereof except to the extent that the Owner Trustee shall have sufficient income or proceeds from the Lease Indenture Estate to make such payments in accordance with the terms of Article V of the Indenture. The Holder hereof, by its acceptance of this New Fixed Rate Note, agrees that such Holder will look solely to the Trust Estate and the income and proceeds from the Lease Indenture Estate to the extent available for distribution to the Holder hereof as above provided, and that neither the Owner Participant nor, except as expressly provided in the Indenture, the Owner Trustee, nor the Indenture Trustee is or shall be personally liable to the Holder hereof for any amounts payable under this New Fixed Rate Note or for any performance to be rendered under the Indenture or any other Transaction Document or for any liability thereunder; provided, however, that in the event the Lessee shall assume all the obligations of the Owner Trustee hereunder and under the Indenture pursuant to Section 3.9(b) of the Indenture, then all the payments to be made under this New Fixed Rate Note shall be made only from payments made by the Lessee under this New Fixed Rate Note in accordance with the Assumption Agreement referred to in said Section 3.9(b) and the Holder of this New Fixed Rate Note agrees that in such event it will look solely to the Lessee for such payment and, subject to Section 2.4 of the Indenture, to the Lease Indenture Estate. Principal, and premium, if any, and interest shall be payable in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in the manner provided in the Indenture, on presentment of this New Fixed Rate Note at the Indenture Trustee's Office, or as otherwise provided in the Indenture. In the manner and to the extent provided in the Indenture, Schedule 1 hereto may be adjusted at the discretion of the Owner Trustee in connection with an adjustment to Basic Rent under the Facility Lease. In the event of any partial prepayment of this New Fixed Rate Note (other than pursuant to the payment of principal in accordance with Schedule 1 hereto), the principal amount of this New Fixed Rate Note to be paid thereafter pursuant to Schedule 1 hereto shall be adjusted proportionately; provided that, all such adjustments shall be rounded to the nearest $1,000, and shall be subject to necessary further adjustment so that the total amount of such reduction is equal to the total principal amount of this New Fixed Rate Note which is prepaid. In connection with such adjustments the Owner Trustee shall deliver to the Indenture Trustee, not later than 60 days prior to the next date on which a payment of principal of this New Fixed Rate Note is due following such partial prepayment, a revised Schedule 1 hereto. The Indenture Trustee may rely on such revised Schedule 1 and shall have no duty with respect to the adjustments set forth therein other than to make it available for inspection by the Holder of this Note. The Holder hereof, by its acceptance of this New Fixed Rate Note, agrees that each payment received by it hereunder shall be applied in the manner set forth in Section 3.11 of the Indenture. The Holder of this New Fixed Rate Note agrees, by its acceptance hereof, that it will duly note by appropriate means all payments of principal or interest made hereon and that it will not in any event transfer or otherwise dispose of this New Fixed Rate Note unless and until all such notations have been duly made. This New Fixed Rate Note is one of the New Fixed Rate Notes referred to in the Indenture. The Indenture permits the issuance of additional series of Notes, as provided in Section 3.5 of the Indenture, and the several series may be for varying aggregate principal amounts and may have different maturity dates, interest rates, redemption provisions and other terms. The properties of the Owner Trustee included in the Lease Indenture Estate are pledged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and premium, if any, and interest on this New Fixed Rate Note and all other Notes issued and outstanding from time to time under the Indenture. Reference is hereby made to the Indenture for a statement of the rights of the Holder of, and the nature and extent of the security for, this New Fixed Rate Note and of the rights of, and the nature and extent of the security for, the Holders of the other Notes and of certain rights of the Owner Trustee, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions the Holder hereof agrees by its acceptance of this New Fixed Rate Note. This New Fixed Rate Note is subject to purchase by the Owner Trustee as provided in Section 6.8(b) of the Indenture and to mandatory prepayment in full as provided in Section 5.2 of the Indenture, such prepayment being without premium but including accrued interest to the date of prepayment. This New Fixed Rate Note is not otherwise prepayable prior to the scheduled maturity date hereof. In case an Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this New Fixed Rate Note and any other Notes, together with all accrued but unpaid interest thereon, may, subject to certain rights of the Owner Trustee and the Owner Participant contained or referred to in the Indenture, be declared or may become due and payable in the manner and with the effect provided in the Indenture. The lien upon the Lease Indenture Estate is subject to being legally discharged prior to the maturity of this New Fixed Rate Note upon the deposit with the Indenture Trustee of cash or certain securities sufficient to pay this New Fixed Rate Note when due in accordance with the terms of the Indenture. There shall be maintained at the Indenture Trustee's Office a register for the purpose of registering transfers and exchanges of Notes in the manner provided in the Indenture. The transfer of this New Fixed Rate Note is registrable, as provided in the Indenture, upon surrender of this New Fixed Rate Note for registration of transfer duly accompanied by a written instrument of transfer duly executed by or on behalf of the registered Holder hereof, together with the amount of any applicable transfer taxes. The Owner Trustee and the Indenture Trustee may treat the person in whose name this New Fixed Rate Note is registered as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this New Fixed Rate Note and for all other purposes whatsoever, whether or not this New Fixed Rate Note be overdue, and neither the Owner Trustee nor the Indenture Trustee shall be affected by notice to the contrary. This New Fixed Rate Note shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the Owner Trustee has caused this New Fixed Rate Note to be duly executed as of the date hereof. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement dated as of September 15, 1987 with Chrysler Consortium Corporation By_______________________________ Name: Title: This Note is one of the series of Notes referred to therein and in the within-mentioned Indenture. THE BANK OF NEW YORK, as Indenture Trustee By________________________________ Name: W.T. Cunningham Title: Vice President 8.68% Due 2015 Chrysler Consortium Corporation SCHEDULE 1 TO THE NEW FIXED RATE NOTE (DUE JUNE 1, 2015) Schedule of Principal Amortization Principal Principal Payment Date Amount Payable Balance ------------ -------------- --------- June 1, 2001 32,000 119,102,000 December 1,2001 2,133,000 116,969,000 June 1, 2002 2,531,000 114,438,000 December 1,2002 2,853,000 111,585,000 June 1, 2003 3,280,000 108,305,000 December 1,2003 3,703,000 104,602,000 June 1, 2004 3,084,000 101,518,000 December 1,2004 3,573,000 97,945,000 June 1, 2005 2,888,000 95,057,000 December 1,2005 3,354,000 91,703,000 June 1, 2006 2,681,000 89,022,000 December 1,2006 3,117,000 85,905,000 June 1, 2007 2,811,000 83,094,000 December 1,2007 3,233,000 79,861,000 June 1, 2008 3,009,000 76,852,000 December 1,2008 3,451,000 73,401,000 June 1, 2009 3,284,000 70,117,000 December 1,2009 3,760,000 66,357,000 June 1, 2010 3,521,000 62,836,000 December 1,2010 4,037,000 58,799,000 June 1, 2011 3,769,000 55,030,000 December 1,2011 4,324,000 50,706,000 June 1, 2012 5,865,000 44,841,000 December 1,2012 6,730,000 38,111,000 June 1, 2013 7,152,000 30,959,000 December 1,2013 7,463,000 23,496,000 June 1, 2014 7,909,000 15,587,000 December 1,2014 8,252,000 7,335,000 June 1, 2015 7,335,000 0 ----------- 119,134,000 ASSIGNMENT Date: January 12, 1993 For value received, BVPS II FUNDING CORPORATION hereby sells, assigns and transfers to THE BANK OF NEW YORK as Collateral Trust Trustee pursuant to the Collateral Trust Indenture dated as of November 1, 1992, among BVPS II FUNDING CORPORATION, OHIO EDISON COMPANY and said Collateral Trust Trustee, as heretofore supplemented, without recourse, the New Fixed Rate Note to which this Assignment is annexed and all rights thereunder. BVPS II FUNDING CORPORATION By ______________________________ Name: Title: EXHIBIT B TO AMENDMENT NO. 5 TO THE PARTICIPATION AGREEMENT [FORM OF AMENDMENT NO. 3 TO CHRYSLER FACILITY LEASE] SCHEDULE 1 TO AMENDMENT NO. 5 TO THE PARTICIPATION AGREEMENT Filings and Recordations to be Made by Lessee --------------------------------------------- A. Prothonotary, Beaver County, Pennsylvania: (i) A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. B. Secretary of Commonwealth, Pennsylvania: (i) A financing statement on form UCC-1 naming the Lessee, as lessee, the Owner Trustee, as lessor, and the Indenture Trustee, as assignee of the Owner Trustee, in respect of the Facility Lease; (ii) A financing statement on form UCC-l naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. C. County Recorder, Summit County, Ohio: (i) A financing statement on form UCC-1 naming the Lessee, as lessee, the Owner Trustee, as lessor, and the Indenture Trustee, as assignee of the Owner Trustee, in respect of the Facility Lease; and (ii) A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. D. Secretary of State, Ohio: (i) A financing statement on form UCC-1 naming the Lessee, as lessee, the Owner Trustee, as lessor, and the Indenture Trustee, as assignee of the Owner Trustee, in respect of the Facility Lease; and (ii) A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. E. Commonwealth of Massachusetts, Suffolk County: (i) A financing statement on form UCC-1 naming the Owner Trustee, as debtor, and the Indenture Trustee, as secured party, in respect of the Lease Indenture Estate. SCHEDULE 2 TO AMENDMENT NO. 5 TO THE PARTICIPATION AGREEMENT ADDITIONAL PRICING ASSUMPTIONS ------------------------------ A. The following additional pricing assumptions were used in connection with the November 5, 1992 refinancing: SEE ABC FILE OHIOED-CR-FIN2 5-NOV-1992 11:50:13.68 (A HARD COPY OF WHICH IS RETAINED IN THE FILES OF OWNER PARTICIPANT, LESSEE and their respective counsel and McMANUS & MILES) 1. In addition for the generation of casualty value schedules, the following input shall be used: Casualty Value - Report 9* - -------------- Added days return (question 22.5):0 Added residual (question 22.7):20% Added residual discount rate (question 22.7.1):8.89% Column 2, Heading "Full TV (TV + Add Exp + Add Resid)" Special Casualty Values - Report 9* - ----------------------- Added days return (question 22.5):0 Added residual (question 22.7):10% Added residual discount rate (question 22.7.1):8.89% Column 2, Heading "Full TV (TV + Add Exp + Add Resid)" Modified Special Casualty Value - Report 9* - ------------------------------- Added days return (question 22.5):0 Added residual (question 22.7):0% Added residual discount rate (question 22.7.1):8.89% Column 8 Heading "Full TV + Rent - Loan Bal Before DS" "CALL DATE FILE" SHALL MEAN THE FILE NAMED OHIOED-CR-CALL2 HAVING A PRESENT VALUE OF RENTS OF 93.15338. * FEE INCLUDED IN YIELD CALCULATION FOR PURPOSES OF THIS REPORT. SCHEDULE 2 TO AMENDMENT NO. 5 TO THE PARTICIPATION AGREEMENT B. The following additional pricing assumptions were used in connection with the January 12, 1993 Call Date Refinancing: SEE ABC FILE OHIOED-CALL-FIN 11-JAN-1993 12:57:03.00 Date/time last modified 11-Jan-1993 11:18:28.00 (A HARD COPY OF WHICH IS RETAINED IN THE FILES OF OWNER PARTICIPANT, LESSEE and their respective counsel and McMANUS & MILES) 1. In addition for the generation of casualty value schedules, the following input shall be used: Casualty Value - Report 9* - -------------- Added days return (question 22.5):0 Added residual (question 22.7):20% Added residual discount rate (question 22.7.1) :8.89% Column 2, Heading "Full TV (TV + Add Exp + Add Resid)" Special Casualty Values - Report 9* - ----------------------- Added days return (question 22.5):0 Added residual (question 22.7):10% Added residual discount rate (question 22.7.1):8.89% Column 2, Heading "Full TV (TV + Add Exp + Add Resid)" Modified Special Casualty Value - Report 9* - ------------------------------- Added days return (question 22.5):0 Added residual (question 22.7):0% Added residual discount rate (question 22.7.1):8.89% Column 8 Heading "Full TV + Rent - Loan Bal Before DS" * FEE INCLUDED IN YIELD CALCULATION FOR PURPOSES OF THIS REPORT. I.C.6 ----- ___________________________________________________ ___________________________________________________ AMENDMENT NO. 6 dated as of September 30, 1994 to PARTICIPATION AGREEMENT dated as of September 15, 1987, as corrected and restated, and amended by the Amendment No. 1 thereto dated as of February 1, 1988, Amendment No. 3 thereto dated as of March 16, 1988, Amendment No. 4 thereto dated as of November 5, 1992 and Amendment No. 5 thereto dated as of January 12, 1993 among CHRYSLER CONSORTIUM CORPORATION, as Owner Participant BVPS FUNDING CORPORATION, BVPS II FUNDING CORPORATION, THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement dated as of September 15, 1987, as corrected and restated, with the Owner Participant, THE BANK OF NEW YORK, as Indenture Trustee and OHIO EDISON COMPANY, as Lessee ___________________________________________________ ___________________________________________________ THIS AMENDMENT NO. 6 dated as of September 30, 1994 ("Amendment No. 6") to the Participation Agreement dated as --------------- of September 15, 1987, as corrected and restated and as amended by Amendment No. 1 thereto dated as of February 1, 1988, Amendment No. 3 dated as of March 16, 1988, Amendment No. 4 dated as of November 5, 1992, and Amendment No. 5 dated as of January 12, 1993 and as in effect on the date hereof (the "Participation ------------- Agreement")1/, among the Owner - --------- Participant identified on the cover page hereof (the "Owner ----- Participant"), BVPS FUNDING CORPORATION, a Delaware - ----------- corporation ("Funding Corporation"), BVPS II FUNDING ------------------- CORPORATION, a Delaware corporation ("New Funding ----------- Corporation"), THE FIRST NATIONAL BANK OF BOSTON, a national - ----------- banking association, in its individual capacity ("FNB") and --- as Owner Trustee (the "Owner Trustee") under a Trust ------------- Agreement, dated as of September 15, 1987, as corrected and restated with the Owner Participant, THE BANK OF NEW YORK (formerly Irving Trust Company), a New York banking corporation, in its individual capacity ("Bank of New York") ---------------- and as Indenture Trustee (the "Indenture Trustee") under a ----------------- Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease, dated as of September 15, 1987, as corrected and restated and as supplemented and amended by the Supplemental Indenture No. 1 dated as of February 1, 1988, and Supplemental Indenture No. 2 dated as of November 1, 1992, and Supplemental Indenture No. 3 dated as of January 1, 1993 (the "Indenture"), with the Owner Trustee, and OHIO ------------- EDISON COMPANY, an Ohio corporation (the "Lessee"), ------ W I T N E S S E T H : ------------------- WHEREAS, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee have previously entered into the Participation Agreement; and WHEREAS, Funding Corporation desires to cease to be a party to the Participation Agreement; and - ---------------------------------------- 1. Amendment No.2, a copy of which is dated as of March 15, 1988, to the Participation Agreement was not entered into or executed by the parties. WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values in order to preserve the Net Economic Return of the Owner Participant in the event, among other things, of any Tax Rate Change occurring prior to the twentieth anniversary of the Closing Date, which results in the change in the Tax Rate from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 2(e) of the Participation Agreement provides that, subject to the satisfaction of the conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement, the Lessee and the Lessor shall reoptimize the amortization schedules for the Outstanding Fixed Rate Notes, in accordance with and in the manner contemplated by Section 3(f) of the Facility Lease, upon the occurrence of a Tax Rate Adjustment; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103-66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, Section 10.2(ii) of the Indenture provides, among other things, that, upon receipt of a written instruction from the Lessee and the Owner Trustee, the Indenture Trustee shall consent to certain amendments to the Facility Lease; and WHEREAS, the Owner Trustee and the Lessee intend to execute Amendment No. 4 to the Facility Lease, dated as of September 30, 1994 ("Lease Amendment No. 4"), to amend --------------------- certain provisions thereof, Appendix A thereto and certain schedules thereof; and WHEREAS, in order to carry out the provisions of Section 2(e) of the Participation Agreement and such Section 3(d) of the Facility Lease, the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee wish to amend the Participation Agreement to establish and preserve the pricing file, which incorporates the Assumptions and the new 35% Tax Rate and other assumptions created by the Owner Participant in connection with the Tax Rate Change, and reoptimize the amortization schedules for the Outstanding Fixed Rate Notes, by entering into this Amendment No. 6. NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions. Except as otherwise amended or defined herein and in the recitals, capitalized terms used herein shall have the respective meanings assigned to such terms in Appendix A to the Participation Agreement. SECTION 2. Amendments. (a) Section 2(c) Releveraging. Section 2(c) of ------------------------- the Participation Agreement is amended by inserting in the ninth line thereof after the phrase "Net Economic Return" and before the period the following phrase: "; provided that in order to determine the amount -------- of the non-recourse loans to the Lessor the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions." (b) Section 2(d) Refunding of Notes. Section 2(d) ------------------------------- of the Participation Agreement is amended by inserting before the end of the penultimate sentence thereof after the phrase "Net Economic Return" the following phrase: "; provided that in order to determine the -------- foregoing the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions." (c) Section 10(b)(3)(ix) Financial Support. The -------------------------------------- second sentence of the third paragraph of Section 10(b)(3)(ix) of the Participation Agreement is amended by deleting the phrase ", then within 120 days following the receipt by the Lessee of the Notice of such fact from the Owner Participant, the Lessee shall replace such Letter of Credit with one issued by an Eligible Bank" and inserting in lieu thereof before the period the following phrase: "("Rating Reduction"), then the Lessee shall within 10 days following the earlier of (a) its becoming aware of such Rating Reduction or (b) its receiving notice thereof from such Issuing Bank, give the Owner Participant notice of such Rating Reduction. After a Rating Reduction and no later than 120 days following receipt by the Lessee of a request from the Owner Participant, the Lessee shall replace such Letter of Credit with one issued by an Eligible Bank". (d) Section 18 Notices, etc. Section 18(iv) of ------------------------ the Participation Agreement is amended by inserting at the end thereof before the semicolon after the phrase "Attention: President" the following phrase: "and if to New Funding Corporation, at c/o J.H. Management Corp., P.O. Box 4024, Boston, Massachusetts 02101-4024, Attention: Nancy D. Smith, President". (e) Appendix A. Appendix A to the Participation ---------- Agreement is amended as follows: (i) by amending the last proviso of the definition of "Eligible Bank" to read in its entirety as follows: "provided, however, that such Letter of Credit Bank - ------- shall cease to be an Eligible Bank 120 days following a request from the Owner Participant to the Lessee to replace such Letter of Credit Bank due to a Rating Reduction during the Eligible Period." (ii) by restating the definition of "Funding Corporation" to read as follows: "'Funding Corporation' shall mean, as of the Effective Date of Amendment No. 5 to the Participation Agreement, New Funding Corporation." (iii) by restating the definition of "Net Economic ------------ Return" to read in its entirety as follows: ------ "Net Economic Return" shall mean ------------------- (i) the net after-tax economic yield expected by the Owner Participant on the Refinancing Date with respect to the Undivided Interest, calculated using the Assumptions and in accordance with the computations of Basic Rent, Casualty Values, Special Casualty Values and Modified SpecialCasualty Values derived from the Assumptions (the "Refinancing Schedules and ------------------------- Assumptions") as such yield ----------- shall be adjusted pursuant to and in accordance with Section 3(f)(iv) of the Facility Lease; and (ii) the sum of all after-tax cash over the Basic Lease Term at least equal to that expected by the Owner Participant on the Refinancing Date calculated using the Refinancing Schedules and Assumptions; and (iii) in connection with adjustments to Basic Rent provided for in the Facility Lease other than Section 3(f)(v) of the Facility Lease, at least ninety percent (90%) of the after-tax Earnings (as defined below) expected on the Refinancing Date by the Owner Participant for each of the fiscal years of the Owner Participant beginning with the fiscal year which includes the Closing Date and continuing for each of the following seven such fiscal years, calculated using the Refinancing Schedules and Assumptions; and (iv) in connection with adjustments to Basic Rent provided for in the Facility Lease (other than Section 3(f)(v) of the Facility Lease), the sum of all after-tax Earnings in the period beginning on the Closing Date to and including the Owner Participant's fiscal year which includes December 31, 1994 at least equal to that expected by the Owner Participant on the Refinancing Date, calculated using the Refinancing Schedules and Assumption; and (v) in connection with adjustments to Basic Rent in accordance with Section 3(f)(v) of the Facility Lease, at least ninety percent (90%) of the sum of all after-tax Earnings expected by the Owner Participant on the Refinancing Date to and including the Owner Participant's fiscal year which includes December 31, 1994 calculated using the Refinancing Schedules and Assumptions. Notwithstanding the foregoing, nothing in this definition shall be construed to obligate the Lessee to restore any portion of a reduction in Earnings where such portion of the reduction is due to events other than changes in Basic Rent provided for in the Facility Lease, including, by example, changes in Statement of Financial Accounting Standards No. 13 ("FASB-13") occurring after the Closing Date. The Lessee, in connection with adjustments to Basic Rent in accordance with Section 3(f)(v) of the Facility Lease may elect to have clause (v) above be excluded in the computation of Net Economic Return. To the extent such election is made, the Lessor shall have the right to make an additional equity investment, but, if such investment is made, the Basic Rents calculated in connection therewith shall have the same present value (discounted semi-annually at the Discount Rate) to the Lessee as if such investment had not been made and clause (v) had been excluded; and provided, however, that such additional equity investment shall not change the average life to maturity of the Outstanding Notes by more than eighteen months from the original average life to maturity of the New Fixed Rate Notes issued pursuant to Supplemental Indenture No. 2 and Supplemental Indenture No. 3, respectively. In connection with adjustments to Basic Rent provided for in the Facility Lease which result in the application of the Tax Rate Cap, the Lessee, if so requested by the Lessor, will make application to PUCO for any necessary authority to exceed the parameters set forth in the order of that Commission authorizing the Lessee to enter into the Lease. For the purposes of this definition, the Assumptions shall be deemed to include the assumptions that (i) residual value is zero and (ii) the Owner Participant is fully taxable during the entire Basic Lease Term; provided, however, -------- ------- nothing in this definition or the Participation Agreement shall be construed to be a representation by the Owner Participant as to the actual residual value assumed by the Owner Participant for purposes of calculating its earnings according to FASB-13 accounting or for any other purpose. As used in this definition, the term "Earnings" shall mean the product of the after-tax accounting yield and the outstanding net investment in leveraged lease as defined in FASB-13 as in effect on the Closing Date. Net Economic Return shall be determined exclusive of any fees paid to the Owner Participant on February 1, 1993 as Supplemental Rent." (iv) by inserting in the appropriate alphabetical order the following new definitions: "'Amendment No. 6 to the Participation Agreement' shall mean Amendment No. 6, dated as of September 30, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee." "'Original Net Economic Return' shall have the meaning given to the term "Net Economic Return" as defined in the letter agreement, dated the Closing Date and attached as Exhibit D to Amendment No. 6 to the Participation Agreement." "'Rating Reduction' shall have the meaning set forth in Section 10(b)(3)(ix) of the Participation Agreement." "'Refinancing Date' shall mean January 12, 1993." "'Supplemental Indenture No. 2' shall mean the Supplemental Indenture No. 2, dated as of November 1, 1992, to the Indenture, between the Owner Trustee and the Indenture Trustee." "'Supplemental Indenture No. 3' shall mean the Supplemental Indenture No. 3, dated as of January 1, 1993, to the Indenture, between the Owner Trustee and the Indenture Trustee." "'Tax Rate Adjustment Date' shall have the meaning assigned to such term in Section 4 of Amendment No. 6 to the Participation Agreement." "'Tax Rate Assumptions' shall mean the tax rate change assumptions set forth on Schedule 1 to Amendment No. 6 to the Participation Agreement." "'Tax Rate Change Transaction Expenses' shall mean the amount assigned to such term in Schedule 1 to Amendment No. 6 to the Participation Agreement." (f) Parties In Interest. The parties agree that ------------------- Funding Corporation shall cease to be a party to the Participation Agreement and shall have no further rights, obligations or interest, except as otherwise provided in Section 13 of the Participation Agreement, thereunder. The Participation Agreement is hereby amended generally so that all references to Funding Corporation shall be deemed to refer to New Funding Corporation, to the extent that such references relate to the rights, obligations or interest of Funding Corporation subsequent to the Effective Date of Amendment No. 4 to Participation Agreement. SECTION 3. Implementation. (a) Forms. The forms of Lease Amendment No. 4 and ----- the Reimbursement Agreement among the Lessee, OES Finance Incorporated and Societe Generale (the "Reimbursement ------------- Agreement") are attached hereto as Exhibits A and B, - --------- respectively, and the reoptimized amortization schedules for the Outstanding Fixed Rate Notes are attached hereto as Exhibits C-1, C-2 and C-3, respectively. (b) Request by the Owner Participant. In -------------------------------- accordance with Section 2.01 of the Trust Agreement subject to the terms and conditions of Section 11(c) of the Participation Agreement, the Owner Participant hereby directs that the Owner Trustee (i) execute and deliver this Amendment No. 6 and Lease Amendment No. 4 (collectively, the "1994 ---- Amendments"), (ii) execute and deliver all other agreements, - ---------- instruments and certificates contemplated by the Transaction Documents and the 1994 Amendments, (iii) instruct the Indenture Trustee to (x) consent to Lease Amendment No. 4 and (y) attach the reoptimized amortization schedules (attached hereto as Exhibits C-1, C-2 and C-3) for the Outstanding Fixed Rate Notes in place of the existing amortization schedules to such Fixed Rate Notes and (iv) subject to the terms of the Trust Agreement, to take such other action in connection with the foregoing as the Owner Participant may from time to time direct. (c) Instruction and Consent. In accordance with ----------------------- Section 10.2(ii) of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent to Lease Amendment No. 4 and the Indenture Trustee hereby so consents. (d) Consent of Lessee. In accordance with Section ----------------- 8(b)(2) of the Participation Agreement, the Lessee hereby consents to the revised amortization schedules (attached hereto as Exhibits C-1, C-2 and C-3) to the respective Outstanding Fixed Rate Notes in connection with the Tax Rate Change. (e) Recordations and Filings. The Lessee agrees ------------------------ that it will cause to be made the recordations and filings set forth in Schedule 2 hereto and that such recordations and filings are all of the recordations and filings that are necessary in order to preserve, protect and perfect the Owner Trustee's rights and interests under the Facility Lease, as amended by Amendment Nos. 1, 2, 3 and 4 thereto, and the first and prior security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended. SECTION 4. Conditions To Effectiveness. This Amendment No. 6 shall become effective as of the date first above written if: (a) it shall have been duly executed and delivered by all of the parties hereto and all of the conditions set forth below in this Section 4 shall have been satisfied (the date of such satisfaction being referred to as the "Tax Rate Adjustment Date"); (b) the Owner - - ----------------------- Participant shall have received a duly executed and delivered, legal, valid, and binding Lease Amendment No. 4 and Amendment No. 3 to the Tax Indemnification Agreement, as corrected, restated and amended heretofore ("TIA Amendment No. 3"); (c) the Owner Participant shall have received the replacement Letter of Credit having Maximum Drawing Amounts (as defined in the Letter of Credit) corresponding to the Modified Special Casualty Values, as adjusted on the date hereof, from Societe Generale, in substantially the form of Exhibit A to the Reimbursement Agreement, in replacement of the existing Letter of Credit issued by Barclays Bank, PLC; (d) the Owner Participant shall have received opinions from Owner Participant's Special Tax Counsel, Lessee's Senior Attorney, Lessee's Special Counsel, Lessee's NRC Counsel, special counsel and special French counsel to Societe Generale and such other opinions as the Owner Participant shall reasonably request and all such opinions shall be in form and substance satisfactory to the Owner Participant; (e) no Default, Event of Default, Event of Loss, Deemed Loss Event, Reimbursement Default, Reimbursement Event of Default, Indenture Default or Indenture Event of Default shall have occurred and be continuing; and (f) subject to the satisfaction of any and all other conditions set forth in Sections 2(d) and 11(c) of the Participation Agreement. SECTION 5. Expenses. (a) On the Tax Rate Adjustment Date, (i) the costs and expenses of the Owner Participant (including, but not limited to, Owner Participant's computer lease analysis expenses, out-of- pocket expenses and legal fees and disbursements of the Owner Participant's counsel and any financial advisors employed by it) as well as the fees and expenses (including, but not limited to, all computer lease analysis and travel related costs) of the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee, Funding Corporation, New Funding Corporation and the Issuing Bank with respect to the negotiation, execution and delivery of this Amendment No. 6, Lease Amendment No. 4, TIA Amendment No. 3, the replacement Letter of Credit, the transactions contemplated herein and therein and all other agreements, documents or instruments prepared in connection therewith and all fees, taxes, expenses and disbursements incurred by such parties, including, but not limited to, legal fees and disbursements of their counsel, in connection with the transactions contemplated hereby and thereby and (ii) all stenographic, printing, reproduction, and other out-of-pocket expenses (other than investment banking or brokerage fees) incurred in connection with the execution and delivery of this Amendment No. 6, Lease Amendment No. 4, TIA Amendment No. 3, the replacement Letter of Credit and all other agreements, documents or instruments prepared in connection therewith (collectively, the "Tax Rate Change Transaction Expenses") shall be paid by the ------------------------------------ Lessee, on behalf of the Owner Trustee, as Supplemental Rent in accordance with the provisions of this Section 5, Section 20 of the Facility Lease and Sections 14(b)(2)(b) and (g) of the Participation Agreement. (b) Notwithstanding anything in this Section 5 or in Section 14 of the Participation Agreement to the contrary, (i) in the event the transactions contemplated by this Amendment No. 6 shall not be consummated for any reason, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Collateral Trust Trustee, the Owner Trustee, the Owner Participant, Funding Corporation and New Funding Corporation in respect of all Tax Rate Change Transaction Expenses and (ii) in any event, the Lessee shall pay or cause to be paid directly (and not as Supplemental Rent) that portion of the Tax Rate Change Transaction Expenses which exceeds the Tax Rate Change Transaction Expenses payable by the Owner Trustee pursuant to clause (a) above and as indicated on Schedule 1 hereto and shall indemnify and hold the Lessor and the Owner Participant harmless for any such amounts. SECTION 6. Miscellaneous. (a) Execution. This Amendment No. 6 may be --------- executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Although this Amendment No. 6 is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are respectively the dates set forth under the signatures hereto, and this Amendment No. 6 shall not be effective until all such signatures shall have been duly affixed and all conditions precedent set forth in Section 4 hereof shall have been satisfied. This Amendment No. 6 amends and modifies the Participation Agreement and is to be read with and form part of the Participation Agreement. On and from the Tax Rate Adjustment Date, any reference in any Transaction Document to the Participation Agreement shall be deemed to refer to the Participation Agreement as amended and modified by Amendment No. 1 thereto, dated as of February 1, 1988, Amendment No. 3 thereto, dated as of March 16, 1988, Amendment No. 4 dated as of November 5, 1992, Amendment No. 5 dated as of January 12, 1993, and this Amendment No. 6. (b) Non-Waiver or Amendment. The agreements ----------------------- contained in this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of any party under any Transaction Document, nor constitute, except as expressly provided in this Amendment No. 6, a waiver of any provision of any Transaction Document. (c) Governing Law. This Amendment No. 6 has been ------------- egotiated and delivered in the State of New York and shall be governed by, and construed in accordance with, the laws of the State of New York. (d) Responsibility for Recitals. The recitals --------------------------- contained herein shall be taken as the statements of the Lessee, and the other parties hereto assume no responsibility for the correctness of the same. IN WITNESS WHEREOF, intending to be legally bound, each of the parties hereto has caused this Amendment No. 6 to the Participation Agreement to be duly executed by its respective officers thereunto duly authorized as of the dates set forth below. BVPS FUNDING CORPORATION By: \s\ M.A. Ferrucci ----------------------- Name: M.A. Ferrucci Title: President Date: September 30, 1994 BVPS II FUNDING CORPORATION By:\s\ Lannhi Tran -------------------------- Name: Lannhi Tran Title: Vice President Date: September 30, 1994 THE FIRST NATIONAL BANK OF BOSTON, in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, as corrected and restated, with the Owner Participant By: \s\ J.E. Mogavero -------------------------- Name: J.E. Mogavero Title: Authorized Officer Date: September 30, 1994 THE BANK OF NEW YORK, in its individual capacity and as Indenture Trustee under a Trust Indenture, Mortgage, Security Agreement and Assignment of Facility Lease, dated as of September 15, 1987, as corrected, restated and amended with The First National Bank of Boston in its individual capacity and as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, as corrected and restated with the Owner Participant. By: \s\ W.T. Cunningham -------------------------- Name: W.T. Cunningham Title: Vice President Date: September 30, 1994 OHIO EDISON COMPANY, as Lessee By: \s\ R.H. Marsh -------------------------- Name: R.H. Marsh Title: Treasurer Date: September 30, 1994 CHRYSLER CONSORTIUM CORPORATION, as Owner Participant By: \s\ Richard G. Neptune -------------------------- Name: Richard J. Neptune Title: Vice President Date: September 30, 1994 SCHEDULE 1 TO AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT ----------------------- TAX RATE CHANGE ASSUMPTIONS --------------------------- SEE WARREN & SELBERT ABC FILE OHIOED-TAX-94ACC DATED 26- SEP-1994 6:36:15.00 (A HARD COPY OF WHICH IS RETAINED IN THE FILES OF OWNER PARTICIPANT) 1. Tax Rate Change Transaction Expenses $ 41,928.57 paid on the Tax Rate Adjustment Date by the Lessee on behalf of the Owner Trustee as Supplemental Rent and amortized for Federal income tax purposes on a straight line basis over the remaining Basic Lease Term. 2. Owner Participant's Marginal Federal Tax Rate 35 percent in 1993 and each year after. 3. Basic Rent payments See Schedule 1 to Amendment No. 4 to Facility Lease. 4. Amortization of Notes See Exhibits C-1, C-2 and C-3 to Amendment No. 6 to Participation Agreement. SCHEDULE 2 TO AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT ----------------------- RECORDATIONS AND FILINGS ------------------------ UCC-1 Financing Statements and Other Filings A. Secretary of Commonwealth, Pennsylvania (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. B. County Recorder, Summit County, Ohio: (i) A financing statement on form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. C. Secretary of State, Ohio (i) A financing statement on Form UCC-1 naming Ohio Edison Company as Lessee, the Owner Trustee as Lessor, and the Indenture Trustee as Assignee of the Owner Trustee, in respect of the Facility Lease. EXHIBIT A TO AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT ------------- [FORM OF LEASE AMENDMENT NO. 4] EXHIBIT B TO AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT ------------- [FORM OF REIMBURSEMENT AGREEMENT] EXHIBITS C-1, C-2 and C-3, respectively, TO AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT ------------- [FORMS OF REOPTIMIZED AMORTIZATION SCHEDULES FOR THE FIXED RATE NOTES] EXHIBIT D TO AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT ------------- [ORIGINAL NET ECONOMIC RETURN LETTER] CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS AMENDED BY THIS AMENDMENT NO. 4 THERETO HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE BANK OF NEW YORK, AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE DATED AS OF SEPTEMBER 15, 1987, AS CORRECTED AND RESTATED AND AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE NO. 1 THERETO, DATED AS OF FEBRUARY 1, 1988, AND BY THE SUPPLEMENTAL INDENTURE NO. 2 THERETO, DATED AS OF NOVEMBER 1, 1992, AND BY THE SUPPLEMENTAL INDENTURE NO. 3 THERETO, DATED AS OF JANUARY 12, 1993. THIS AMENDMENT NO. 4 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(b) OF THIS AMENDMENT NO. 4 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART ___________________________________________________________ AMENDMENT NO. 4 dated as of September 30, 1994 to FACILITY LEASE dated as of September 15, 1987, as corrected and restated and amended as of February 1, 1988, further amended as of November 5, 1992 and further amended as of January 12, 1993 between THE FIRST NATIONAL BANK OF BOSTON not in its individual capacity, but solely as Owner Trustee under a Trust Agreement dated as of September 15, 1987, as corrected and restated, with CHRYSLER CONSORTIUM CORPORATION, as Lessor and OHIO EDISON COMPANY, as Lessee ___________________________________________________________ Original Facility Lease Recorded on October 1, 1987, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. Corrective and Restated Facility Lease Recorded on December __, 1987, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. Amendment No. 1 to Facility Lease Recorded on December __, 1987, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. Amendment No. 2 to Facility Lease Recorded on November __, 1992, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. Amendment No. 3 to Facility Lease Recorded on January __, 1993, at Mortgage Book Volume ___, Page ___, Beaver County, Pennsylvania Recorder's Office. AMENDMENT NO. 4, dated as of September 30, 1994 ("Amendment No. 4"), to the Facility Lease, dated as of September 15, 1987, as corrected and restated and as amended by Amendment No. 1 thereto, dated as of February 1, 1988 ("Amendment No. 1"), and Amendment No. 2 thereto, dated as of November 5, 1992 ("Amendment No. 2"), and Amendment No. 3 thereto, dated as of January 12, 1993 ("Amendment No. 3"), all as in effect on the date hereof (the "Facility Lease"), between THE FIRST NATIONAL BANK OF BOSTON, a national banking association, not in its individual capacity, but solely as Owner Trustee (the "Lessor") under a Trust Agreement, dated as of September 15, 1987, with CHRYSLER CONSORTIUM CORPORATION, as Owner Participant and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). W I T N E S S E T H : ------------------- WHEREAS, the Lessor and the Lessee have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and to the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values so as to preserve Owner Participant's Net Economic Return in the event, among other things, of any Tax Rate Change occurring prior to the twentieth anniversary of the Closing Date, which results in the change in Tax Rate from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; and WHEREAS, Section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), generally effective for tax years beginning on or after January 1, 1993, increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, in order to carry out the provisions of Section 3(d) of the Facility Lease, the Owner Trustee and the Lessee desire to execute this Amendment No. 4 to amend cer- tain Sections of the Facility Lease, amend Appendix A there- to, and amend the schedules of Basic Rent percentages, Casualty Values, Special Casualty Values and Modified Special Casualty Values pursuant to Sections 3(d) and 3(f) of the Facility Lease. NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. Definitions ----------- For purposes hereof, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Facility Lease. SECTION 2. Supplements and Amendments -------------------------- (a) Section 3(e) Other Adjustments to Rent. -------------------------------------- Section 3(e) of the Facility Lease is amended by inserting before the end of the proviso contained in the second sentence thereof after the phrase "or this Section 3(e)" the following phrase: "; provided further that in order to determine the ---------------- foregoing adjustments the Owner Participant will prepare a pricing file which preserves Net Economic Return and incorporates all of the Assumptions and the Tax Rate Assumptions". (b) Computation of adjustments. Section 3(f) of -------------------------- the Facility Lease is hereby amended as follows: (i) by amending subparagraph (i)(A) by deleting the phrase "this Participation Agreement" and inserting in lien thereof the phrase "the Participation Agreement". (ii) by amending subparagraph (iv) to read in its entirety as follows: "(iv) If (x) the present value (discounted semiannually to the Closing Date at the Discount Rate) of Revised Base File Rent payments by Lessee over the Basic Lease Term, expressed as a percentage of Facility Cost (the "Revised Present --------------- Value") minus (y) the Original Present Value is not ----- more than (z) 1.6% of Facility Cost (the "Tax Rate -------- Cap"), the components of Original Net Economic --- Return set forth in the Base File in effect on the Closing Date shall be used in the Revised Base File (the "Revised Base File Net Economic Return") and the components of Net Economic Return shall not be adjusted. If (x) the Revised Present Value minus (y) the Original Present Value is more than (z) the Tax Rate Cap, the Owner Participant shall adjust the components of Revised Base File Net Economic Return in the Revised Base File (the "Adjusted Base ------------- File Net Economic Return") such that (m) the ------------------------ Revised Present Value (determined utilizing such Adjusted Base File Net Economic Return and an Optimal Structure) minus (n) the Original Present Value is not more than (o) the Tax Rate Cap and the components of Net Economic Return shall be adjusted by the same absolute adjustment which occurred to the Revised Base File Net Economic Return (the "Adjusted Net Economic Return"). Such Revised Base ---------------------------- File Rent, the revised debt amortization schedule determined in the calculation thereof and the new tax rate for the period subsequent to the effective date of the Tax Rate Change shall be incorporated in the Assumptions in such Revised Base File for purposes of creating a Revised Base File in connection with any subsequent Tax Rate Change; provided, however, that the Tax Rate Cap shall -------- ------- always be measured by reference to the Original Present Value as derived from the Base File in effect on the Closing Date." (iii) by amending subparagraph (v) to read in its entirety as follows: "(v) Adjustments to Basic Rent and the schedules of Casualty Values, Special Casualty Values and Modified Special Casualty Values as a result of a Tax Rate Change (a) shall be made so as to preserve (x) Net Economic Return, if Revised Base File Net Economic Return was maintained under subparagraph (iv) or (y) Adjusted Net Economic Return, if Adjusted Base File Net Economic Return was determined under subparagraph (iv), and adjustment to Net Economic Return is made as described in subparagraph (iv), (b) shall comply with Section 3(e) hereof, and (c) shall to the extent possible and not inconsistent with clauses (a) and (b) of this subparagraph (v) (but subject to the following assumptions and procedures) minimize the net present value cost of Basic Rent to the Lessee. In order to achieve the foregoing, the Owner Participant shall initially determine "Optimized Basic Rent" in accordance with the -------------------- procedures described in this subparagraph (v) and subparagraphs (vi) and (vii) below. In order to determine the Optimized Basic Rent, the Owner Participant will prepare a pricing file (the "Preliminary Optimized Rent Pricing File") which --------------------------------------- incorporates all of the assumptions contained in the Initial Pricing File (or, if one or more pricing files have been prepared subsequent to the date of the Initial Pricing File, the pricing file, which incorporates the Assumptions and the Tax Rate Assumptions, prepared in connection with the next preceding adjustment to Basic Rent) adjusted to reflect actual rent and debt amortization schedules prior to the latest Tax Rate Change except that the interest rates to be applied on the debt shall be the preliminary market interest rates on the Notes which shall be determined in the sole discretion of the Lessee (the "Preliminary Market Interest --------------------------- Rates"). The principal amount of the Notes ----- (assumed outstanding in the period after the effective date of the Tax Rate Change) and the scheduled amortization of such Notes shall be recalculated in a manner (the "Optimal Debt ------------ Structure") so as to minimize the net present value --------- (discounted at the resulting weighted average interest rate on the Notes) of the Basic Rent payments by the Lessee over the Basic Lease Term (utilizing the Optimal Structure) while preserving Net Economic Return." (iii) by amending subparagraph (vi)(A) as follows: (x) by deleting in clause (x) of subparagraph (vi)(A) the phrase "Net Economic Return" and inserting in lieu thereof the phrase "Original Net Economic Return"; and (y) by inserting in clause (z) of subparagraph (vi)(A) immediately before the parenthetical the following: "or, in the case of Revised Base File Rent, Revised Base File Net Economic Return or Adjusted Base File Net Economic Return, as appropriate". (c) Definitions. Appendix A of the Facility Lease ----------- is amended as set forth in Amendment No. 6, dated as of September 30, 1994, to the Participation Agreement, among the Owner Participant, Funding Corporation, New Funding Corporation, the Owner Trustee, the Indenture Trustee and the Lessee, in respect of Appendix A thereto. (d) Schedules. Schedules 1 through 4 of the --------- Facility Lease are hereby amended as follows: (i) Schedule 1 entitled "Basic Rent Percentages" is deleted in its entirety and is hereby replaced with Schedule 1 hereto. (ii) Schedule 2 entitled "Schedule of Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 2 hereto. (iii) Schedule 3 entitled "Schedule of Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 3 hereto. (iv) Schedule 4 entitled "Schedule of Modified Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 4 hereto. SECTION 3. Miscellaneous ------------- (a) Execution. This Amendment No. 4 may be --------- executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. (b) Original Counterpart. The single executed -------------------- original of this Amendment No. 4 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Amendment No. 4. No security interest in this Amendment No. 4 may be created or continued through the transfer or possession of any counterpart other than the "Original." (c) Effectiveness. Although this Amendment No. 4 ------------- is dated as of the date first above written for convenience (and once it becomes effective shall have effect from such date), the actual dates of execution hereof by the parties hereto are, respectively, the dates set forth under the signatures hereto, and this Amendment No. 4 shall become effective as of the Tax Rate Adjustment Date (as defined in Amendment No. 6 to the Participation Agreement) when all conditions precedent to the Tax Rate Adjustment Date shall have been satisfied and this Amendment No. 4 shall have been duly executed and delivered by all of the parties hereto is executed and shall be construed as an amendment and supple- ment to the Facility Lease, and as provided in the Facility Lease, this Amendment No. 4 forms a part thereof. On and from the Tax Rate Adjustment Date any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease, as corrected and restated and as amended and modified by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4 and the Facility Lease, as so amended, remains in full force and effect in accordance with its terms. (d) Non-Waiver or Amendment. The agreements ----------------------- contained in this Amendment No. 4 shall not, except as expressly provided in this Amendment No. 4, operate as a waiver of any right, power or remedy of any party under any Transaction Document nor constitute, except as expressly provided in this Amendment No. 4, a waiver of any provision of any Transaction Document. (e) Governing Law. This Amendment No. 4 shall be ------------- governed by and construed in accordance with the laws of the State of New York, except to the extent that the laws of the Commonwealth of Pennsylvania govern the creation of, and perfection of, the leasehold estate hereunder and the exercise of rights and remedies with respect to such lease- hold estate and except to the extent that the Federal laws of the United States are mandatorily applicable. IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Amendment No. 4 to be duly executed as of the date set forth above by their respective officers thereunto duly organized. THE FIRST NATIONAL BANK OF BOSTON, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of September 15, 1987, as corrected and restated, with CHRYSLER CONSORTIUM CORPORATION, as Lessor Attest: \s\Emily Lea By \s\ J.E. Mogavero --------------------- -------------------------- Name: Emily Lea Name: J.E. Mogavero Title: Account Manager Title: Authorized Officer [Corporate Seal] OHIO EDISON COMPANY, as Lessee Attest: \s\ G.F. LaFlame By \s\ R.H. Marsh --------------------- -------------------- Name: G.F. LaFlame Name: R.H. Marsh Title: Secretary Title: Treasurer [Corporate Seal] I.B. ---- COMMONWEALTH OF MASSACHUSETTS) : ss.: COUNTY OF NORFOLK ) ON THIS, the 27th day of September, 1994, before me a Notary Public, personally appeared James E. Mogavero, who acknowledged himself to be a Authorized Officer of THE FIRST NATIONAL BANK OF BOSTON, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the national banking association by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\ Bernadette L. May ------------------------- Notary Public Bernadette L. May My Commission Expires: October 31, 1997 [NOTARY SEAL] STATE OF OHIO ) : ss.: COUNTY OF SUMMIT ) ON THIS, the 30th day of September, 1994, before me a Notary Public in and for said County and State, personally appeared R.H. Marsh, who acknowledged himself to be a Treasurer of OHIO EDISON COMPANY, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. \s\ Susie M. Hoisten ------------------------- Notary Public Susie M. Hoisten Notary Public Residence - Summit County State Wide Jurisdiction, Ohio My Commission Expires Nov. 4, 1996 [NOTARY SEAL] CERTAIN OF THE RIGHT, TITLE AND INTEREST IN AND TO THIS AMENDMENT NO. 4 TO FACILITY LEASE OF THE FIRST NATIONAL BANK OF BOSTON, AS OWNER TRUSTEE UNDER THE TRUST AGREEMENT, DATED AS OF SEPTEMBER 15, 1987, AS CORRECTED AND RESTATED, TO THE DATE HEREOF, BETWEEN THE FIRST NATIONAL BANK OF BOSTON AND CHRYSLER CONSORTIUM CORPORATION, HAS BEEN ASSIGNED TO AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, UNDER THE CORRECTIVE TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF FACILITY LEASE, DATED AS OF SEPTEMBER 15, 1987, CORRECTED AND RESTATED AND AS SUPPLEMENTED TO THE DATE HEREOF, FOR THE BENEFIT OF THE HOLDERS OF THE NOTES REFERRED TO IN SUCH CORRECTIVE TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF FACILITY LEASE. THIS AMENDMENT NO. 4 TO FACILITY LEASE HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. ONLY THAT COUNTERPART TO BE DEEMED THE ORIGINAL COUNTERPART FOR CHATTEL PAPER PURPOSES CONTAINS THIS RECEIPT THEREFOR EXECUTED BY THE BANK OF NEW YORK, AS INDENTURE TRUSTEE, ON THE SIGNATURE PAGES THEREOF AND NO SECURITY INTEREST IN THIS AMENDMENT NO. 4 TO FACILITY LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THIS EXECUTED ORIGINAL COUNTERPART. SEE SECTION 22 (e) OF THE FACILITY LEASE FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS COUNTERPARTS HEREOF. Receipt of this original counterpart of the foregoing Amendment No. 4 to the Facility Lease is hereby acknowledged on this ___ day of ____, 1994. THE BANK OF NEW YORK, as Indenture Trustee By__________________________ Name: Title: SCHEDULE 1 to Amendment No. 4 to Facility Lease ----------------- SCHEDULE OF BASIC RENT DATE % OF FACILITY COST RENT IN DOLLARS - ---- ------------------ --------------- Dec. 1, 1994 3.9264246 7,852,849.10 Jun. 1, 1995 3.9718114 7,943,622.83 Dec. 1, 1995 3.9718114 7,943,622.83 Jun. 1, 1996 3.7285551 7,457,110.25 Dec. 1, 1996 3.7285551 7,457,110.25 Jun. 1, 1997 4.1529242 8,305,848.32 Dec. 1, 1997 4.1529242 8,305,848.32 Jun. 1, 1998 4.5736653 9,147,330.55 Dec. 1, 1998 4.5736653 9,147,330.55 Jun. 1, 1999 4.8107733 9,621,546.63 Dec. 1, 1999 4.8107733 9,621,546.63 Jun. 1, 2000 3.8660125 7,732,025.05 Dec. 1, 2000 3.8660125 7,732,025.05 Jun. 1, 2001 4.0349094 8,069,818.85 Dec. 1, 2001 4.0349094 8,069,818.85 Jun. 1, 2002 4.5190986 9,038,197.12 Dec. 1, 2002 4.5190986 9,038,197.12 Jun. 1, 2003 5.0613904 10,122,780.77 Dec. 1, 2003 5.0613904 10,122,780.77 Jun. 1, 2004 4.6560375 9,312,074.93 Dec. 1, 2004 4.6560375 9,312,074.93 Jun. 1, 2005 4.3671847 8,734,369.35 Dec. 1, 2005 4.3671847 8,734,369.35 Jun. 1, 2006 4.2080835 8,416,167.01 Dec. 1, 2006 4.2080835 8,416,167.01 Jun. 1, 2007 4.2218780 8,443,755.96 Dec. 1, 2007 4.2218780 8,443,755.96 Jun. 1, 2008 4.2390837 8,478,167.42 Dec. 1, 2008 4.2390837 8,478,167.42 Jun. 1, 2009 4.3086925 8,617,385.04 Dec. 1, 2009 4.3086925 8,617,385.04 Jun. 1, 2010 4.3482635 8,696,526.99 Dec. 1, 2010 4.3482635 8,696,526.99 Jun. 1, 2011 4.3853901 8,770,780.21 Dec. 1, 2011 4.3853901 8,770,780.21 Jun. 1, 2012 4.4267913 8,853,582.58 Dec. 1, 2012 4.4267913 8,853,582.58 Jun. 1, 2013 4.4819481 8,963,896.14 Dec. 1, 2013 4.4819481 8,963,896.14 Jun. 1, 2014 4.5357628 9,071,525.67 Dec. 1, 2014 4.5357628 9,071,525.67 Jun. 1, 2015 4.5804659 9,160,931.79 Dec. 1, 2015 4.5804659 9,160,931.79 Jun. 1, 2016 4.5695687 9,139,137.38 Dec. 1, 2016 4.5695687 9,139,137.38 Jun. 1, 2017 4.6081867 9,216,373.43 SCHEDULE 2 to Amendment No. 4 to Facility Lease ----------------- SCHEDULE OF CASUALTY VALUES SETTLEMENT DATE % OF FACILITY COST - --------------- ------------------ Dec. 1, 1994 109.44285 Jun. 1, 1995 108.96865 Dec. 1, 1995 108.33906 Jun. 1, 1996 107.81879 Dec. 1, 1996 107.25146 Jun. 1, 1997 106.24255 Dec. 1, 1997 105.19863 Jun. 1, 1998 103.69914 Dec. 1, 1998 102.14479 Jun. 1, 1999 100.29490 Dec. 1, 1999 98.39838 Jun. 1, 2000 97.39889 Dec. 1, 2000 96.38156 Jun. 1, 2001 95.20582 Dec. 1, 2001 93.97838 Jun. 1, 2002 92.23878 Dec. 1, 2002 90.45671 Jun. 1, 2003 88.08875 Dec. 1, 2003 85.66030 Jun. 1, 2004 83.56909 Dec. 1, 2004 81.42407 Jun. 1, 2005 79.50852 Dec. 1, 2005 77.54467 Jun. 1, 2006 75.68704 Dec. 1, 2006 73.78347 Jun. 1, 2007 71.81654 Dec. 1, 2007 69.80132 Jun. 1, 2008 67.71666 Dec. 1, 2008 65.58107 Jun. 1, 2009 63.32099 Dec. 1, 2009 61.00575 Jun. 1, 2010 58.59126 Dec. 1, 2010 56.11795 Jun. 1, 2011 53.54389 Dec. 1, 2011 50.90774 Jun. 1, 2012 48.16367 Dec. 1, 2012 45.42356 Jun. 1, 2013 42.64433 Dec. 1, 2013 39.91738 Jun. 1, 2014 37.17751 Dec. 1, 2014 34.52057 Jun. 1, 2015 31.89085 Dec. 1, 2015 29.28656 Jun. 1, 2016 26.45309 Dec. 1, 2016 23.39136 Jun. 1, 2017 20.00000 SCHEDULE 3 to Amendment No. 4 to Facility Lease ----------------- SCHEDULE OF SPECIAL CASUALTY VALUES SETTLEMENT DATE % OF FACILITY COST - --------------- ------------------ Dec. 1, 1994 108.07982 Jun. 1, 1995 107.54390 Dec. 1, 1995 106.84980 Jun. 1, 1996 106.26209 Dec. 1, 1996 105.62427 Jun. 1, 1997 104.54168 Dec. 1, 1997 103.42074 Jun. 1, 1998 101.84074 Dec. 1, 1998 100.20225 Jun. 1, 1999 98.26440 Dec. 1, 1999 96.27593 Jun. 1, 2000 95.18033 Dec. 1, 2000 94.06255 Jun. 1, 2001 92.78180 Dec. 1, 2001 91.44460 Jun. 1, 2002 89.59026 Dec. 1, 2002 87.68826 Jun. 1, 2003 85.19494 Dec. 1, 2003 82.63545 Jun. 1, 2004 80.40728 Dec. 1, 2004 78.11909 Jun. 1, 2005 76.05388 Dec. 1, 2005 73.93361 Jun. 1, 2006 71.91246 Dec. 1, 2006 69.83797 Jun. 1, 2007 67.69238 Dec. 1, 2007 65.49042 Jun. 1, 2008 63.21055 Dec. 1, 2008 60.87092 Jun. 1, 2009 58.39756 Dec. 1, 2009 55.85938 Jun. 1, 2010 53.21185 Dec. 1, 2010 50.49495 Jun. 1, 2011 47.66627 Dec. 1, 2011 44.76398 Jun. 1, 2012 41.74171 Dec. 1, 2012 38.71081 Jun. 1, 2013 35.62762 Dec. 1, 2013 32.58293 Jun. 1, 2014 29.51095 Dec. 1, 2014 26.50686 Jun. 1, 2015 23.51426 Dec. 1, 2015 20.53067 Jun. 1, 2016 17.30072 Dec. 1, 2016 13.82456 Jun. 1, 2017 10.00000 SCHEDULE 4 to Amendment No. 4 to Facility Lease ----------------- SCHEDULE OF MODIFIED SPECIAL CASUALTY VALUES DATE EXPOSURE IN % EXPOSURE IN $ - ---- ------------- ------------- Dec. 1, 1994 33.33702 66,674,036 Jun. 1, 1995 33.60246 67,204,922 Dec. 1, 1995 33.71502 67,430,045 Jun. 1, 1996 33.72010 67,440,203 Dec. 1, 1996 33.63740 67,274,791 Jun. 1, 1997 33.55458 67,109,168 Dec. 1, 1997 33.48531 66,970,624 Jun. 1, 1998 33.41585 66,831,707 Dec. 1, 1998 33.41585 66,831,707 Jun. 1, 1999 33.41571 66,831,412 Dec. 1, 1999 32.81339 65,626,785 Jun. 1, 2000 32.60875 65,217,492 Dec. 1, 2000 32.17654 64,353,075 Jun. 1, 2001 32.24048 64,480,960 Dec. 1, 2001 31.35747 62,714,943 Jun. 1, 2002 30.90973 61,819,455 Dec. 1, 2002 30.17536 60,350,711 Jun. 1, 2003 29.54930 59,098,592 Dec. 1, 2003 28.59082 57,181,634 Jun. 1, 2004 27.77669 55,553,390 Dec. 1, 2004 26.84366 53,687,318 Jun. 1, 2005 26.09755 52,195,104 Dec. 1, 2005 25.22682 50,453,650 Jun. 1, 2006 24.52485 49,049,699 Dec. 1, 2006 23.66873 47,337,459 Jun. 1, 2007 22.97190 45,943,793 Dec. 1, 2007 22.07160 44,143,193 Jun. 1, 2008 21.32908 42,658,153 Dec. 1, 2008 20.36772 40,735,439 Jun. 1, 2009 19.57403 39,148,058 Dec. 1, 2009 18.53295 37,065,901 Jun. 1, 2010 17.67077 35,341,533 Dec. 1, 2010 16.55084 33,101,687 Jun. 1, 2011 15.62486 31,249,721 Dec. 1, 2011 14.42427 28,848,549 Jun. 1, 2012 13.43251 26,865,022 Dec. 1, 2012 13.20971 26,419,426 Jun. 1, 2013 13.46388 26,927,762 Dec. 1, 2013 13.90101 27,802,029 Jun. 1, 2014 14.51513 29,030,259 Dec. 1, 2014 15.35627 30,712,531 Jun. 1, 2015 16.41996 32,839,914 Dec. 1, 2015 16.35524 32,710,488 Jun. 1, 2016 12.71792 25,435,843 Dec. 1, 2016 8.82732 17,654,648 Jun. 1, 2017 4.60819 9,216,373 ============================================================= AMENDMENT NO. 1 dated as of November 5, 1992 to CORRECTIVE TAX INDEMNIFICATION AGREEMENT dated as of September 15, 1987 between CHRYSLER CONSORTIUM CORPORATION, as Owner Participant and OHIO EDISON COMPANY, as Lessee ============================================================= Sale and Leaseback of an Undivided Interest in Beaver Valley Nuclear Power Plant Unit 2 ============================================================= AMENDMENT NO. 1, dated as of November 5, 1992, to CORRECTIVE TAX INDEMNIFICATION AGREEMENT, dated as of September 15, 1987, between CHRYSLER CONSORTIUM CORPORATION, a Delaware corporation (the "Owner Participant"), and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the meaning set forth in an Appendix A to the Corrective Participation Agreement, dated as of September 15, 1987, among the Owner Participant, the Original Loan Participants listed on Schedule 1 thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement"). WHEREAS, the Owner Participant and the Lessee have executed the Corrective Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant desire to refinance the Fixed Rate Notes and the Collateralized Lease Bonds and have entered into the Refinancing Agreement; and WHEREAS, the Owner Participant and the Lessee have heretofore executed the Corrective Tax Indemnification Agreement, dated as of September 15, 1987 (the "Tax Indemnification Agreement"), and desire to amend the Tax Indemnification Agreement as hereinafter provided to clarify their respective rights and obligations arising from the Refinancing; NOW, THEREFORE, THIS AGREEMENT WITNESSETH: The Tax Indemnification Agreement is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. The preamble thereof is amended by (i) inserting the words ", as amended from time to time" immediately after the words "and Ohio Edison Company" and immediately before the words "(the "Participation Agreement")" and (ii) inserting the words "or Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and the Lessee (the "Refinancing Agreement")" immediately after the words "(the "Participation Agreement")" and immediately before the period ending the sentence. 2. Section 1(a)(9) thereof is amended by inserting the words "the Retirement Premium Deduction, as defined below, the Refinancing Amortization Deductions, as defined below," immediately after the words "the Interest Deductions," and immediately before the words "and the Amortization Deductions". 3. Section 1(a)(11) thereof is amended by inserting the words "Except as otherwise provided in Section 5 of the Refinancing Agreement," immediately before the words "Basic Rent will be paid on". 4. Section 1(a)(12) thereof is amended by inserting the words "Except as otherwise provided in Section 5 of the Refinancing Agreement," immediately before the words "Basic Rent will be payable in arrears". 5. Section 1(a)(13) thereof is amended (i) by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than (a) payment" and (ii) by deleting in clause (b) thereof the words "six-month period ending on each Basic Rent Payment Date," and replacing them with the words "period to which each payment of Basic Rent relates, as set forth in the Facility Lease,". 6. Section 1(a)(17) thereof is amended by inserting the words "and the Refinancing Documents" immediately after the words "the Transaction Documents" and immediately before the words "using the accrual method". 7. Section 1(a)(18) thereof is amended by inserting the words "and the Refinancing Documents" immediately after the words "and the Financing Documents" and immediately before the words "as derived from or allocable to". 8. Section 1(a) thereof is amended by adding the following tax assumptions at the end of said Section 1(a): "(19) The Owner Participant will be allowed a deduction for 100 percent of the premium paid with respect to the Purchased Notes and the Purchased Bonds in the taxable year of the Owner Participant in which such premium is paid (the "Retirement Premium Deduction"); and the Owner Participant will be entitled to take the Retirement Premium Deduction into account in computing the consolidated federal income tax liability of the Group. (20) The Owner Participant will be allowed current deductions for amortization of an amount equal to the Refinancing Transaction Expenses to the extent payable by the Owner Trustee pursuant to Section 15(a) of the Refinancing Agreement computed on a straight-line basis from the Purchase Date to the end of the Basic Lease Term (the "Refinancing Amortization Deductions"); and the Owner Participant will be entitled to take the Refinancing Amortization Deductions into account in computing the consolidated federal income tax liability of the Group." 9. Section 1(b)(9) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions," and immediately before the words "and the Amortization Deductions". 10. Section 1(b)(10) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than the amounts described". 11. Section 1(b)(11) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "as derived from or allocable to". 12. Section 1(b)(20) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions" and immediately before the words "or the Amortization Deductions". 13. Section 1(b)(22) thereof is amended (i) by inserting the words "and will not throughout the term of the Facility Lease" immediately after the words "does not" and immediately before the words "legally, beneficially or constructively" and (ii) by inserting the words "or New Funding Corporation" immediately after the words "or Funding Corporation" and immediately before the words "or any Holder of Bonds". 14. Section 1(b)(23) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the period ending the sentence. 15. Section 2(b)(1) thereof is amended by (i) inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the ACRS Deductions, the Interest Deductions," and immediately before the words "or the Amortization Deductions" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "other than the amounts". 16. Section 2(b)(1)(i) thereof is amended by (i) inserting the words ", the Refinancing Documents" immediately after the words "the Financing Documents" and immediately before the words "or any certificate or other document" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the word ", or". 17. Section 2(b)(1)(ii) thereof is amended by (i) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "and acts specifically required" and (ii) inserting the words or any Refinancing Document" immediately after the words "or any Financing Document" and immediately before the words "; provided, however,". -------- ------- 18. Section 2(b)(1)(viii) thereof is amended by (i) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words or any terms or provisions thereof" and (ii) inserting the words ", New Funding Corporation" immediately after the words "by the Lessee, Funding Corporation" and immediately before the words "or the Loan Participants". 19. Section 2(b)(1)(ix) thereof is amended by (i) inserting the words "New Funding Corporation," immediately after the words "the presence of Funding Corporation," and immediately before the words "or any successor or assign thereof", (ii) replacing the words "or any successor or assign thereof" with the words "or any successors or assigns thereof" and (iii) inserting the words "and the Refinancing Documents" immediately after the words "and the Financing Documents" and immediately before the word ", or". 20. Section 2(b)(1)(x) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words "(including, without limitation, the provisions". 21. Section 2(b)(1)(xiii) thereof is amended by inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the words ") of the trustee thereof,". 22. Section 2(b)(2) thereof is amended by inserting the words "or the Refinancing Documents" (i) immediately after the words "or Financing Documents" and immediately before the words "(whether or not" and (ii) immediately after the words "or the Financing Documents" and immediately before the words ") (any such loss, disallowance,". 23. Section 5(a) thereof is amended by (i) inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions," and immediately before the words "or the Amortization Deductions" and (ii) inserting the words "or the Refinancing Documents" immediately after the words "or the Financing Documents" and immediately before the semicolon. 24. Section 5(b) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions," and immediately before the words "or the Amortization Deductions". 25. Section 5(e) thereof is amended by inserting the words ", the Refinancing Agreement" immediately after the words "under the Facility Lease" and immediately before the words "or any Transaction Document". 26. Section 5(g) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refinancing Amortization Deductions" immediately after the words "the Interest Deductions," and immediately before the words "or the Amortization Deductions". 27. In order to correct a typographical error, Section 5(h) thereof is amended retroactively to the original effective date of the Tax Indemnification Agreement by replacing the words "Section 2(h)" with the words "Section 2(b)". 28. Section 6(e) thereof is amended by inserting the words "or any of the Refinancing Documents" immediately after the words "any of the Transaction Documents" and immediately before the words ", or if and for so long". IN WITNESS WHEREOF, the Owner Participant and the Lessee have caused this Amendment No. 1 to Tax Indemnification Agreement to be duly executed by their respective officers thereunto duly authorized as of the date set forth below. OHIO EDISON COMPANY By \s\ T.F. Struck, II --------------------------- Dated: November 15, 1992 CHRYSLER CONSORTIUM CORPORATION By \s\ R.G. Neptune --------------------------- Dated: November 15, 1992 ============================================================= AMENDMENT NO. 2 dated as of January 12, 1993 to CORRECTIVE TAX INDEMNIFICATION AGREEMENT dated as of September 15, 1987 between CHRYSLER CONSORTIUM CORPORATION, as Owner Participant and OHIO EDISON COMPANY, as Lessee ============================================================= Sale and Leaseback of an Undivided Interest in Beaver Valley Nuclear Power Plant Unit 2 ============================================================= AMENDMENT NO. 2, dated as of January 12, 1993, to CORRECTIVE TAX INDEMNIFICATION AGREEMENT, dated as of September 15, 1987, as amended by Amendment No. 1 thereto, dated as of November 5, 1992, between CHRYSLER CONSORTIUM CORPORATION, a Delaware corporation (the "Owner Participant"), and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Appendix A to the Corrective Participation Agreement, dated as of September 15, 1987, among the Owner Participant, the Original Loan Participants listed on Schedule 1 thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January l, 1993, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "1993 Refinancing Agreement"). WHEREAS, the Owner Participant and the Lessee have executed the Corrective Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant desire to refinance the Fixed Rate Notes and the Collateralized Lease Bonds and have entered into the 1993 Refinancing Agreement; and WHEREAS, the Owner Participant and the Lessee have heretofore executed the Corrective Tax Indemnification Agreement, dated as of September 15, 1987, as amended by Amendment No. 1 thereto, dated as of November 5, 1992 (the "Tax Indemnification Agreement"), and desire to amend the Tax Indemnification Agreement as hereinafter provided to clarify their respective rights and obligations arising from the transactions contemplated by the 1993 Refinancing Agreement; NOW, THEREFORE, THIS AGREEMENT WITNESSETH: The Tax Indemnification Agreement is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. The preamble thereof is amended by replacing the second sentence thereof in its entirety by the following two sentences: "Capitalized terms not otherwise defined herein shall have the meaning set forth in Appendix A to the Corrective Participation Agreement, dated as of September 15, 1987, among the Owner Participant, the Original Loan Participants listed on Schedule 1 thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York, and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January l, 1993, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "1993 Refinancing Agreement"). The term "Refinancing Documents" shall mean those documents, instruments, and agreements delivered in connection with any refinancing of the Notes, including, without limitation, the Refinancing Agreement and the 1993 Refinancing Agreement." 2. Section 1(a)(11) thereof is amended by restating such section in its entirety to read as follows: "(11) Except as otherwise provided in Section 5 of the Refinancing Agreement and Section 5 of the 1993 Refinancing Agreement, Basic Rent will be paid on December 1, 1987 (the "Interim Rent") and on the Basic Rent Payment Dates." 3. Section 1(a)(12) thereof is amended by deleting the sentence in its entirety and replacing it with the following sentence: "(12) Except as otherwise provided in Section 5 of the Refinancing Agreement and Section 5 of the 1993 Refinancing Agreement, Basic Rent will be payable in arrears in semi-annual installments during the Basic Lease Term and the Renewal Term as set forth in the Facility Lease." 4. Section l(a)(19) thereof is amended by restating such section in its entirety to read as follows: "(19) The Owner Participant will be allowed a deduction for (i) 100 percent of the premium paid with respect to the Purchased Notes and the Purchased Bonds and (ii) 100 percent of the excess of the Redemption Price of the Fixed Rate Notes defeased in 1993 (exclusive of the portion of such Redemption Price representing interest accrued and unpaid on the Fixed Rate Notes from December 1, 1992 up to, but not including, the Refunding Date) over the principal amount thereof in each case in the taxable year of the Owner Participant in which such premium or excess, as the case may be, is paid (the "Retirement Premium Deduction"); and the Owner Participant will be entitled to take the Retirement Premium Deduction into account in computing the consolidated federal income tax liability of the Group." 5. Section 1(a)(20) thereof is amended by restating such section in its entirety to read as follows: "(20) The Owner Participant will be allowed current deductions for amortization of an amount equal to the Refinancing Transaction Expenses to the extent payable by the Owner Trustee pursuant to Section 15(a) of the Refinancing Agreement or Section 16(a) of the 1993 Refinancing Agreement, as the case may be, computed on a straight-line basis from the Purchase Date or the Refunding Date, as the case may be, to the end of the Basic Lease Term (the "Refinancing Amortization Deductions"); and the Owner Participant will be entitled to take the Refinancing Amortization Deductions into account in computing the consolidated federal income tax liability of the Group." This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the Owner Participant and the Lessee have caused this Amendment No. 2 to Tax Indemnification Agreement to be duly authorized by their respective officers thereunto duly authorized as of the date set forth below. OHIO EDISON COMPANY By \s\ T.F. Struck, II --------------------------- Dated: January 12, 1993 CHRYSLER CONSORTIUM CORPORATION By \s\ R.G. Neptune --------------------------- Dated: January 12, 1993 I.D.1. =========================================================== AMENDMENT NO. 3 dated as of September 30, 1994 to CORRECTIVE TAX INDEMNIFICATION AGREEMENT dated as of September 15, 1987 between CHRYSLER CONSORTIUM CORPORATION, as Owner Participant and OHIO EDISON COMPANY, as Lessee =========================================================== Sale and Leaseback of an Undivided Interest in Beaver Valley Power Station Unit 2 =========================================================== AMENDMENT NO. 3, dated as of September 30, 1994 ("Amendment No. 3"), to the CORRECTIVE TAX INDEMNIFICATION AGREEMENT, dated as of September 15, 1987, between CHRYSLER CONSORTIUM CORPORATION, a Delaware corporation (the "Owner Participant"), and OHIO EDISON COMPANY, an Ohio corporation (the "Lessee") as amended by Amendment No. 1 thereto dated as of November 5, 1992 and as amended by Amendment No. 2 thereto dated as of January 12, 1993 (the "Tax Indemnification Agreement"). Capitalized terms not otherwise defined herein shall have the meaning set forth in Appendix A to the Corrective Participation Agreement, dated as of September 15, 1987, among the Owner Participant, the Original Loan Participants listed on Schedule 1 thereto, BVPS Funding Corporation, The First National Bank of Boston, Irving Trust Company and Ohio Edison Company, as amended from time to time (the "Participation Agreement"), Appendix A to the Refinancing Agreement, dated as of October 30, 1992, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "Refinancing Agreement") or Appendix A to the Refinancing Agreement dated as of January 1, 1993, among the Owner Participant, BVPS Funding Corporation, BVPS II Funding Corporation, The First National Bank of Boston, the Bank of New York and Ohio Edison Company (the "1993 Refinancing Agreement"). W I T N E S S E T H: ------------------- WHEREAS, the Owner Participant and the Lessee have executed the Participation Agreement pursuant to which the Owner Participant has caused the Owner Trustee to purchase the Undivided Interest from the Lessee; WHEREAS, the Owner Trustee has executed the Facility Lease pursuant to which the Owner Trustee has leased the Undivided Interest to the Lessee; WHEREAS, Section 3(d) of the Facility Lease provides for an adjustment to Basic Rent and the Schedules of Casualty Values, Specialty Casualty Values and Modified Special Casualty Values in the event of a Tax Rate Change which results in the marginal federal income tax rate applicable to corporations ("Tax Rate") differing from the rate assumed in the Pricing Assumptions as in effect on the Closing Date; WHEREAS, section 11(b)(1) of the Code, as amended by the Omnibus Budget Reconciliation Act of 1993 (P.L. 103- 66), increases the Tax Rate assumed to be applicable to the Owner Participant in the Pricing Assumptions from 34% to 35%; and WHEREAS, the Lessor and Lessee have entered into Lease Amendment No. 4 amending Schedules 1 through 4 of the Facility Lease to reflect the increase in the Tax Rate. WHEREAS, the Owner Participant and the Lessee have heretofore executed the Tax Indemnification Agreement providing for indemnification by the Lessee against the loss of certain tax benefits; WHEREAS, Section 7 of the Tax Indemnification Agreement requires an adjustment to the Tax Assumptions to reflect adjustments to Basic Rent pursuant to Section 3(d) of the Facility Lease; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The Tax Indemnification Agreement is hereby amended as follows: (i) by replacing the words "Transaction Documents or the Financing Documents or the Refinancing Documents" or the words "Transaction Documents, Financing Documents or the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents or the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement, except in Section 1(a)(13) thereof; (ii) by replacing the words "Transaction Documents and the Refinancing Documents" with the words "Transaction Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iii) by replacing the words "Transaction Documents and the Financing Documents and the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents and the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (iv) by replacing the words "any Transaction Document or any Financing Document or any Refinancing Document" with the words "any Transaction Document or any Financing Document or any Refinancing Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement; (v) by replacing the words "any of the Transaction Documents or any of the Financing Documents" with the words "any of the Transaction Documents or any of the Financing Documents or any of the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; (vi) by replacing the words "Transaction Documents, the Financing Documents, the Refinancing Documents" with the words "Transaction Documents, the Financing Documents, the Refinancing Documents, the Tax Rate Adjustment Transaction Documents" throughout such Tax Indemnification Agreement; and (vii) by replacing the words "the Facility Lease, the Refinancing Agreement or any Transaction Document" with the words "the Facility Lease, the Refinancing Agreement, any Transaction Document or any Tax Rate Adjustment Transaction Document" throughout such Tax Indemnification Agreement. 2. Section 1(a)(8) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: The Owner Participant will be allowed current deductions for amortization of the following amounts (the "Amortization Deductions"): (i) an amount equal to Transaction Expenses to the extent payable by the Owner Participant pursuant to Section 14 of the Participation Agreement computed on a straight- line basis over the Basic Lease Term and (ii) an amount equal to the Tax Rate Change Transaction Expenses payable on behalf of the Owner Trustee pursuant to Section 5(a) of Amendment No. 6 to the Participation Agreement dated the date hereof, computed on a straight-line basis over the period commencing on the Tax Rate Adjustment Date and ending on the last day of the Basic Lease Term; and the Owner Participant will be entitled to take the Amortization Deductions into account in computing the consolidated federal income tax liability of the Group. 3. Section 1(a)(13) of the Tax Indemnification Agreement is hereby amended by (i) replacing the words "the Transaction Documents or the Financing Documents or the Refinancing Documents" with the words "the documents dated the Tax Rate Adjustment Date delivered in connection with the tax rate adjustment (the "Tax Rate Adjustment Transaction Documents"), the Transaction Documents, the Financing Documents or the Refinancing Documents", (ii) deleting the word "and" immediately before clause (h) and replacing it with "," and (iii) adding the following after clause (h), and before the period: "and (i) Supplemental Rent in the amount of the Tax Rate Change Transaction Expenses payable under Section 5(a) of Amendment No. 6 to the Participation Agreement dated the date hereof". 4. Effective on and as of January 1, 1993, Section 1(a)(14) of the Tax Indemnification Agreement is hereby amended in its entirety to read, as follows: "Without giving effect to any credits against tax, the Owner Participant's marginal federal rate of income tax is (i) 39.950685% for its taxable year ending December 31, 1987, (ii) 34% for each taxable year thereafter through December 31, 1992, and (iii) 35% for its taxable year ended December 31, 1993 and each taxable year thereafter, in each case without giving effect to any credits against tax, and such marginal and effective rates will be applicable to each item of income and deduction contemplated by this section 1(a)." 5. Sections 1(b)(10) and 2(b)(1) of the Tax Indemnification Agreement are amended by replacing "Sections 1(a)(13)(a)-(h)" with "Sections 1(a)(13)(a)-(i)" in each place it appears. 6. Section 2(b)(1) of the Tax Indemnification Agreement is amended by adding after "Lessee," as it appears in subsection (xiv) of said Section 2(b)(1), the following: "or (xv) any adjustment to Basic Rent or any schedule pursuant to Section 3(d) of the Facility Lease," 7. Except as amended hereby, the Tax Indemnification Agreement shall survive and continue in full force and effect. 8. This Amendment No. 3 may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Amendment No. 3, including a signature page executed by each of the parties hereto shall be an original of this Amendment No. 3, but all of such counterparts together shall constitute one instrument. 9. This Amendment No. 3 shall in all respects be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Owner Participant and the Lessee have caused this Amendment No. 3 to the Tax Indemnification Agreement to be duly executed as of the date set forth above by their respective officers thereunto duly authorized. OHIO EDISON COMPANY By \s\ T.F. Struck, II -------------------------- Name: T.F. Struck, II -------------------- Title: Assistant Treasurer -------------------- CHRYSLER CONSORTIUM CORPORATION By \s\Richard G. Neptune -------------------------- Name: Richard G. Neptune -------------------- Title: Vice President -------------------- -----END PRIVACY-ENHANCED MESSAGE-----