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[FORM OF 6.80% EXCHANGE SENIOR NOTE DUE 2039]

Promissory Note

[FORM OF 6.80% EXCHANGE SENIOR NOTE DUE 2039] | Document Parties: FIRSTENERGY GENERATION CORP. | BANK OF NEW YORK MELLON | CEDE & CO | FIRSTENERGY SOLUTIONS CORP | GLOBAL SECURITY SHALL BE LIMITED | TRUST COMPANY, NA You are currently viewing:
This Promissory Note involves

FIRSTENERGY GENERATION CORP. | BANK OF NEW YORK MELLON | CEDE & CO | FIRSTENERGY SOLUTIONS CORP | GLOBAL SECURITY SHALL BE LIMITED | TRUST COMPANY, NA

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Title: [FORM OF 6.80% EXCHANGE SENIOR NOTE DUE 2039]
Governing Law: New York     Date: 8/27/2009

[FORM OF 6.80% EXCHANGE SENIOR NOTE DUE 2039], Parties: firstenergy generation corp. , bank of new york mellon , cede & co , firstenergy solutions corp , global security shall be limited , trust company  na
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Exhibit 4.5

[FORM OF 6.80% EXCHANGE SENIOR NOTE DUE 2039]

CUSIP NUMBER 33766J AF0
ISIN NUMBER US33766JAF03

(Face of Senior Note)

FIRSTENERGY SOLUTIONS CORP.

6.80% SENIOR NOTES DUE 2039

No. ___

$[                 ]

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 Rate: 6.80%

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.

 

 

 

 

 

 

FIRSTENERGY SOLUTIONS CORP.
 

 

 

 

 

By:  

 

 

 

 

Name:  

 

 

 

 

Title:  

 

 

 

 

 

 

ATTEST:
 

 

 

 

 

By:  

 

 

 

 

Name:  

 

 

 

 

Title:  

 

 

 

 

 

 

 

TRUSTEE’S AUTHENTICATION CERTIFICATE

This is one of the Senior Notes of the series herein designated therein referred to in the within-mentioned Indenture.

Dated:                      , 20___

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE BANK OF NEW YORK MELLON

 

 

TRUST COMPANY, N.A.,

 

 

     as Trustee

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

          Authorized Signatory

 

 

 


 

(Back of Senior Note)

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

1


 

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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