[FORM OF 6.80% EXCHANGE SENIOR NOTE DUE 2039]
CUSIP
NUMBER 33766J AF0
ISIN NUMBER US33766JAF03
FIRSTENERGY SOLUTIONS CORP.
6.80% SENIOR NOTES DUE 2039
FIRSTENERGY SOLUTIONS CORP., an Ohio
corporation (the “Company”), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the
principal sum of
[ ]
Dollars, or such greater or lesser amount as may from time to time
be endorsed on the Schedule of Increases and Decreases of Interests
in the Global Securities attached hereto (but in no event may such
amount exceed the aggregate principal amount of Senior Notes
authenticated pursuant to Section 303 of the Indenture
referred to below and then outstanding pursuant to Section 201
of the First Supplemental Indenture) on the Stated Maturity
specified below.
Original Issue Date: August 7, 2009
Stated Maturity: August 15, 2039
Interest Payment Dates: February 15 and
August 15, commencing February 15, 2010
Record Dates: The Business Day immediately
preceding each Interest Payment Date so long as this Senior Note is
issued in book-entry only form, otherwise the fifteenth calendar
day next preceding each Interest Payment Date.
[Remainder of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be
executed in its name by the manual or facsimile signature of an
Authorized Executive Officer and attested by the manual or
facsimile signature of another Authorized Executive Officer.
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FIRSTENERGY SOLUTIONS CORP.
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By:
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Name:
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Title:
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ATTEST:
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By:
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Name:
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Title:
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TRUSTEE’S AUTHENTICATION CERTIFICATE
This is one of the Senior Notes of the series
herein designated therein referred to in the within-mentioned
Indenture.
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THE BANK OF NEW YORK MELLON
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TRUST COMPANY, N.A.,
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as Trustee
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Authorized
Signatory
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FIRSTENERGY SOLUTIONS CORP.
6.80%
SENIOR NOTES DUE 2039
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO AN ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.
Capitalized terms used herein shall have
the meanings assigned to them in the Indenture referred to below
unless otherwise indicated. The Securities are general obligations
of the Company as described in the Indenture. This Senior Note is
entitled to the benefits of the FGCO Guaranty and the NGC Guaranty
on the terms set forth in the Indenture.
1. Interest . FIRSTENERGY
SOLUTIONS CORP., an Ohio corporation (the “
Company ”) promises to pay interest from the
Original Issue Date specified above or from the most recent
Interest Payment Date to which Interest has been paid or duly
provided for, semi-annually in arrears on the Interest Payment
Dates specified above in each year, commencing on February 15,
2010, and at Maturity, at the Interest Rate per annum specified
above, until the principal hereof is paid or made available for
payment. No interest shall accrue at Maturity, so long as the
principal amount of this Senior Note is paid at Maturity. The
interest so payable and punctually paid or duly provided for on any
such Interest Payment Date (except for interest payable on the
Stated Maturity specified above, or, if applicable, upon redemption
or acceleration) will, as provided in the Indenture (as defined
below), be paid to the Person in whose name this Senior Note is
registered at the close of business on the Regular Record Date
specified above (whether or not a Business Day) next preceding such
Interest Payment Date; and provided, that interest payable on the
Stated Maturity specified above or, if applicable, upon redemption
or acceleration, shall be payable to the Person to whom principal
shall be payable on such Maturity. Except as otherwise provided in
the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and shall be paid to the Person in whose
name this Senior Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to Holders
not more than fifteen days or fewer than ten days prior to such
Special Record Date. Payment of principal of, interest and premium,
if any, on this Senior Note shall be payable pursuant to
Section 601 of the Indenture.
No reference herein to the Indenture and no
provision of this Senior Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest, if any, on this Senior Note at the times, place, and
rate, in the coin or currency, and in the manner, herein
prescribed.
As used herein, “Business Day”
shall mean each day that is not a day on which banking institutions
or trust companies in the Borough of Manhattan, the City and State
of New York, or in the city where the Global Corporate Trust Office
of the Trustee is located, are obligated or authorized by law or
executive order to close.
2. Method of Payment . Payment of
the principal of and premium, if any, on this Senior Note and
interest hereon at the Stated Maturity shall be made upon
presentation of this Senior Note at the Global Corporate Trust
Office of our designated agent, The Bank of New York Mellon Trust
Company, N.A., located at 1660 West 2nd Street, Cleveland, Ohio,
44113, or at such other office or agency as may be designated for
such purpose by the Company from time to time. Payment of interest,
if any, on this Senior Note (other than interest at the Stated
Maturity) shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the
Security Register, except that (a) if such Person shall be a
securities depositary, such payment may be made by such other means
in lieu of check as shall be agreed upon by the Company, the
Trustee or other Paying Agent and such Person and (b) if such
Person is a Holder of $10,000,000
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or more in aggregate principal amount of
Senior Notes of this series such payment may be in immediately
available funds by wire transfer to such account as may have been
designated in writing by the Person entitled thereto as set forth
herein in time for the Paying Agent to make such payments in
accordance with its normal procedures. Any such designation for
wire transfer purposes shall be made by filing the appropriate
information with our designated agent, The Bank of New York Mellon
Trust Company, N.A., at its Global Corporate Trust Office, located
at 1660 West 2nd Street, Cleveland, Ohio, 44113, not less than
fifteen calendar days prior to the applicable payment date and,
unless revoked by written notice to the Trustee received on or
prior to the Regular Record Date immediately preceding the
applicable Interest Payment Date, shall remain in effect with
respect to any further interest payments (other than interest
payments at Maturity) with respect to this Senior Note payable to
such Holder. Payment of the principal of and premium, if any, and
interest, if any, on this Senior Note, as aforesaid, shall be made
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.
If any Interest Payment Date, any Redemption
Date, or the Stated Maturity shall not be a Business Day (as
hereinafter defined), payment of the amounts due on this Senior
Note on such date may be made on the next succeeding Business Day;
and, if such payment is made or duly provided for on such next
succeeding Business Day, no interest shall accrue on such amounts
for the period from and after such Interest Payment Date,
Redemption Date, or Stated Maturity, as the case may be, to such
Business Day.
3. Paying Agent and Security
Registrar . Initially, The Bank of New York Mellon Trust
Company, N.A., the Trustee under the Indenture, will act as Paying
Agent and Security Registrar. The Company may change any Paying
Agent or Security Registrar without notice to any Holder. The
Company or any of its subsidiaries may act in any such capacity;
provided that if the Company or such subsidiary is acting as
Paying Agent, the Company or such subsidiary shall segregate all
funds held by it as Paying Agent and hold them in a separate trust
fund for the benefit of the Holders.
4. Registration of Transfer and
Exchange . As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Senior Note is
registrable in the Security Register, upon surrender of this Senior
Note for registration of transfer at the office of our designated
agent, The Bank of New York Mellon Trust Company, N.A., located at
1660 West 2nd Street, Cleveland, Ohio, 44113, or such other office
or agency as may be designated by the Company from time to time,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Senior Notes
of this series of authorized denominations and of like tenor and
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Company shall not be required to execute
and the Security Registrar shall not be required to register the
transfer of or exchange of (a) Senior Notes of this series
during a period of 15 days immediately preceding the date
notice is given identifying the serial numbers of the Senior Notes
of this series called for redemption or (b) any Senior Note so
selected for redemption in whole or in part, except the unredeemed
portion of any Senior Note being redeemed in part.
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No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this Senior Note
for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose
name this Senior Note is registered as the absolute owner hereof
for all purposes, whether or not this Senior Note be overdue, and
neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
5. Indenture . This Senior Note
is a global security in respect of a duly authorized issue of 6.80%
Senior Notes due 2039 (the “2039 Notes,” which term
includes any global note representing such Senior Notes) of the
Company, issued and issuable in one or more series under the
Indenture and First Supplemental Indenture, both dated as of
August 1, 2009 (such Indentures as originally executed and
delivered and as supplemented or amended from time to time
thereafter, together with any constituent instruments establishing
the terms of particular securities, being herein called the
“Indenture”), between the Company and The Bank of New
York Mellon Trust Company, N.A., under which The Bank of New York
Mellon Trust Company, N.A. is trustee (herein called the
“Trustee,” which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, duties, and
immunities of the Company, the Trustee, and the Holders of the
Senior Notes thereunder and of the ter
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