[Execution
Copy]
Exhibit
10.1
OE NUCLEAR CAPITAL
CONTRIBUTION AGREEMENT
by and
between
OHIO EDISON
COMPANY
and
FIRSTENERGY NUCLEAR
GENERATION CORP.
CAPITAL
CONTRIBUTION
AGREEMENT , dated as of _________, 2005 between
Ohio Edison Company, an Ohio corporation (“Ohio
Edison”) and FirstEnergy Nuclear Generation Corp., an Ohio
corporation (“Nuclear Genco”).
R E C I T A L
S
WHEREAS, Ohio Edison wishes to
make a capital contribution to Nuclear Genco of the Contributed
Assets (in each case as defined below) on the terms and conditions
set forth herein; and
WHEREAS, the Board of
Directors of Ohio Edison and Nuclear Genco have approved Ohio
Edison’s capital contribution to Nuclear Genco of all of Ohio
Edison’s right, title and interest in and to (a) its
undivided ownership interests in Units Nos. 1 and 2 of the Beaver
Valley Nuclear Power Plant, (b) its undivided ownership interests
in the Beaver Valley Nuclear Power Plant Common Facilities, and (c)
the shares of common stock of OES Nuclear Incorporated, an Ohio
corporation, and associated decommissioning funds and other assets,
all as more specifically described in Annex A and in Annex C hereto
(collectively, the “Contributed Assets”), together with
Ohio Edison’s transfer and assignment prior to, on or from
time to time after the Contribution Date (as hereinafter defined)
to Nuclear Genco of all of Ohio Edison’s rights, liabilities
and obligations in respect of $411,915,000 aggregate principal
amount of outstanding pollution control revenue bonds with respect
to the Contributed Assets (as more specifically described in Annex
B hereto) and other included liabilities as more specifically
described in Annex C (collectively, the “Transferred
Liabilities”, and together with the Contributed Assets, the
“Contribution”); and
WHEREAS, each of the parties
hereto has agreed to execute and deliver all such agreements,
certificates and other documents as they deem necessary or
desirable to implement the Contribution, with such terms,
conditions, modifications, amendments or alterations as the
officers executing the same shall approve as necessary or
desirable, such approval to be conclusively established by their
execution thereof, and to take all actions necessary or desirable
in order to enable the parties to fulfill their obligations under
such agreements, certificates and other documents; and
WHEREAS, each of the parties
hereto has determined that the Contribution is in its best
interests.
NOW, THEREFORE, in
consideration of the premises and intending to be legally bound
hereby, the parties hereto agree as follows:
1.
Capital
Contribution . Subject to the terms and conditions
hereof, Ohio Edison hereby agrees to make, and Nuclear Genco agrees
to accept, the Contribution of the Contributed Assets and to assume
the Transferred Liabilities. The parties hereby acknowledge and
agree that the value of the Capital Contribution will be the book
value thereof, less accumulated depreciation, of the Contributed
Assets as shown on Ohio Edison’s balance sheet as of the end
of the fiscal quarter immediately preceding the Contribution Date,
less the agreed upon value of the Transferred Liabilities
and the Assumed Liabilities as of the Contribution Date which Ohio
Edison transfers to Nuclear Genco and Nuclear Genco assumes prior
to or on the Contribution Date.
2. Effectiveness of Transaction
.
a. The initial
Contribution shall take place as promptly as practicable following
receipt of all necessary regulatory authorizations and other
consents and approvals as may be necessary, appropriate or
advisable to consummate the transactions contemplated hereby (the
“Contribution Date”), it being understood that, as
contemplated herein, Ohio Edison intends to transfer certain of the
Transferred Liabilities to Nuclear Genco from time to time after
the Contribution Date.
b. The parties hereby
agree that the Contribution shall, to the extent they deem
appropriate, be further evidenced and effected through the taking
of all such additional actions and the execution of all
instruments, agreements and documents of transfer, including
without limitation such deeds, assignment and assumption
agreements, releases and other documents as may be necessary or
de
